Software-as-a-Service Terms of Use

These Terms of Use (the “Terms”, “Agreement”) constitutes a binding contract between Spark Beyond Ltd. (“we“, “us“, “our” or “SB“), and you, the SparkLight SaaS Customer (“you” or the “Customer”).

SparkLight is an innovative analytics tool that enables You to perform advanced data science analysis and uncover insights from their data held in Microsoft Excel, Google Sheet, CSV files and other similar sources (the “Service”).

IN ORDER TO USE THE SERVICE, YOU MUST ASSENT THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO THE TERMS CONTAINED HEREIN. 

THIS AGREEMENT LIMITS OUR LIABILITY AND OBLIGATIONS TO YOU, TO THE TERMS SET FORTH BELOW AND PERMITS US TO CHANGE, SUSPEND, OR TERMINATE YOUR USE OF THE SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT IN ENTIRELY, DO NOT DOWNLOAD, INSTALL, COPY OR USE THE SERVICE. 

• Definitions 

• “Applications” means those third-party applications and online services used by the Customer and which the Customer has configured to interconnect with the Service, such as, by way of example only, Microsoft Excel, Google Sheet, CSV files and other similar sources. 

• “Feedback” means information or content concerning enhancements, changes or additions to the Service or other SB offerings, that are requested, desired or suggested by the Customer.

• “Output Data” means the various reports, insights, analytics, notices, and other types of information and data that the Service may generate, provide or make available to Customer.

• “Service Data” means the data collected and processed in the course of providing the Service about the Customer’s use of the Service, performance of the Service, its compatibility and interoperability.

• “Raw Data” means the data that you feed to the Service for analysis.

1. 1. 1. “Third Party Software” means those software programs and components licensed by third parties and contained in or provided in conjunction with the Service, including those detailed in the accompanying NOTICES file conveyed to Customer.
      2. “Term” means the duration of this Agreement as specified in Section 8.
      3. “Third Party License” means the license that governs a Third Party Software component.

• Access to and Use of the Service; Subscription Upgrades and Downgrades 

• Subject to the provisions of this Agreement, SB grants Customer access to use the Service during the Term, solely for the Customer’s internal business purposes, in accordance with the Service parameters, user-metrics and access rights package specified to the Customer during its registration to the Service.

• Customer authorizes SB to interconnect the Service with the Applications, in order to process Customers’ Raw Data into generated Output Data and insights.

1. 1. 1. The operation and provision of the Applications is under the responsibility of third-party providers, not SB. SB makes no warranties whatsoever regarding the quality, features, performance or security capabilities of Application. SB does not warrant and is not responsible for the Applications operating in conformance with the policies, or any security issue arising from the Applications and their use.
      2.  Customer may upgrade or downgrade the user-metrics and access rights package by contacting SB. Any downgrading will take effect upon the subsequent subscription cycle. Team subscription packages may not be downgraded to a Team subscription of less than three user seats, but may be downgraded to an individual package for one user seat. Any upgrading will take immediate effect with a pro-rated charge assessed to the then-current subscription cycle.

• Restrictions. Customer shall not: 

1. 1. 1. Sublicense, transfer and/or assign the Service or any part thereof to any third-party, or allow any third parties to use the Service; 
      2. Remove, or in any manner alter, any product identification, proprietary, trademark, copyright or other notices contained in the Service; 
      3. Intentionally work around any technical limitations of the Service or use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service
      4. Intentionally breach the security of the Service, or identify, probe or scan any security vulnerabilities in the Service for any purpose other than to inform SB of such issues in the Service;
      5. Use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service.
      6. Enhance, supplement, modify, adapt, decompile, disseminate, disassemble, recreate, generate, reverse assemble, reverse compile, reverse engineer, or otherwise attempt to identify the underlying source code of the Service; or 
      7. Use the Service in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.

• Payments

1. 1. 1. In consideration of SB’s performance of this Agreement, Customer will pay SB the fees for the subscription package selected by the Customer during its registration to the Service, according to the payment schemes, metrics, payment terms and payment cycles specified in [https://www.sparklight.ai/pricing/]. Fees quoted above are exclusive of any sales tax, VAT, and transaction charges. Licensee shall bear such taxes and charges. All fees are quoted in US Dollars and Customer shall pay SB in US Dollars, unless explicitly agreed to otherwise.
      2. All Customer’s payment obligations to SB are non-cancelable and all amounts paid in connection with the Service are non-refundable, except as otherwise expressly stated herein. Customer is responsible for paying all fees applicable to its subscription to the Service, whether it actively used, accessed or otherwise benefited from the Service.
      3. Fees will be charged by credit card (unless explicitly agreed to otherwise), and processed and handled through relevant third-party payment processors. Any payments processed through third-party payment processors are therefore subject to the terms and conditions of the applicable third-party payment processor pursuant to Customer’s agreement with them. Customer acknowledges that such third-party payment processors may charge commission from the Customer. SB is not responsible for such commission, which is strictly between Customer and the relevant payment processor. Fees due under this Agreement that SB is unable to charge through the payment method Customer provided is deemed an overdue fee.
      4. Customer’s Failure to settle any overdue fee upon receipt of a written notice, constitutes a material breach of this Agreement and, without limiting any remedies available to SB, SB may: (i) terminate these this Agreement; or (ii) suspend performance of, or Customer’s access to, the Service, until payment of the fees due is remitted. Late payments bear interest at the rate of six percent (6%) per annum. Customer will reimburse SB for all legal costs and attorney fees Licensor incurs while collecting Customer’s overdue fees.
   2. Intellectual Property 
      1. The Service is the proprietary of SB, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service is offered to Customer for use and access only in accordance with the terms of this Agreement and is not sold in any other way.
      2. Customer is encouraged to provide SB with Feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, the Service’s compatibility and interoperability, and information or content concerning enhancements, changes or additions to the Service that Customer requests, desires or suggests. Customer hereby assigns all right, title and interest in and to the Feedback to SB, including the right to make commercial use thereof, for any purpose SB deems appropriate, without any royalties or other remuneration due to Customer for such assignment or use.
      3. Except as provided herein with respect to Customer’s Output Data and Customer’s limited access to use the Service according to this Agreement, this Agreement does not grant or assigns to Customer, any other license, right, title, or interest in or to the Data or the intellectual property rights associated with them. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, but excluding Raw Data, are and will remain at all times, owned by, or licensed, to SB.
      4. WE DO NOT CLAIM OWNERSHIP OVER RAW DATA OR THE OUTPUT DATA. YOU REPRESENT AND WARRANT TO US THAT YOU ARE LAWFULLY PERMITTED TO HAVE US PROCESS THE RAW DATA FOR THE PROVISION OF THE SERVICE TO YOU. 
      5. Subject to Customer’s written consent, and notwithstanding anything to the contrary herein, SB may identify Customer as a customer and indicate Customer as a user of the Service on its website and in other online or offline marketing materials and press releases. Customer hereby grants SB a worldwide, non-exclusive, non-transferable, royalty-free and free of charge, license, to use Customer’s name, logo, and website URL on its website and in other online or offline marketing materials relating to the Service. SB will use this content strictly in accordance with any usage guidelines sent by Customer in advance. 

• Confidentiality 

• ”Confidential Information” shall mean any and all information disclosed by one party (”Disclosing Party”) to the other (”Receiving Party”) regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs, trade secrets, data, methodologies, techniques, non-published patent applications and any other data or information, as well as improvements and know-how related thereto. 

• Raw Data shall be considered as Customer’s Confidential Information and Service Data is considered SB’s Confidential Information. 

• Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or publication of its own confidential information. Receiving Party may use this Confidential Information only for the purpose of performing its obligations under this Agreement. 

• The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party’s part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party’s possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has provided its prior written approval for disclosure; or (v) Receiving Party are required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provide the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.

• Data; Data Processing Addendum

1. 1. 1. Customer authorizes and instructs SB to process Raw Data and Output Data for the purpose and extent necessary for any of the following:
         1. Customer’s proper and authorized utilization of the Service;
         2. Ad-hoc data-related assistance, advice and guidance by SB.
      2. SB will collect, process and use Service Data to investigate errors and malfunctions in the Service, to consider ways to improve the Service and enrich the content on the Service and for our other business development purposes, to understand the market in which SB operates in and for managerial reporting and business planning.
      3. The Data Protection Addendum attached as Exhibit A hereto, applies to the Raw Data and Output Data.

• Term and Termination 

1. 1. 1. This Agreement shall commence on the date Customer registered to the Services, and continue for the duration of the subscription cycle Customer agreed to upon registration. Thereafter, the Agreement shall automatically renew for successive subscription cycles of equal length, until a party notifies the other party of its desire not to renew the Agreement at least 10 calendar days before the end of the then-current subscription cycle. Customer shall provide such notification of no-renewal through the Service itself. SB shall provide such notification of no-renewal by email to the address Customer provided upon registration to the Service.
      2. Notwithstanding the above, either party may terminate this agreement immediately: 
         1. In the event of a breach of this Agreement by one of the parties, upon notice by the non-breaching party; 
         2. If the terminating party is required to do so by law; 
      3. Immediately upon termination of this Agreement: 
         1. SB may terminate Customers’ account on the Service and delete the Raw Data and Output Data in its systems; 
         2. Customer shall cease any and all use of the Service;

• Sections in this Agreement that by their purpose of nature should survive termination of this Agreement, will so survive.

• No Warranty and Limitation on Liability 

• SB will endeavor to have the Service operate properly. However, as a service that relies on back-end software, infrastructure, servers, third party networks and continuous internet connectivity, it cannot guarantee that the Service will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions. 

1. 1. 1. SB warrants that, it has the right to grant Customer access to use the Service, and that SB has the necessary technical and professional skills, expertise, and know-how to provide the Service in a professional manner. SB further warrants that it does not, or will not, knowingly infringe upon, misappropriate or otherwise any intellectual property right of any third party. The foregoing warranties are contingent upon Customer’s proper use of the Service, and shall not apply in case of any abuse, misuse, alteration, neglect, or unauthorized repair or installation of the Service, or by the use or attempted use of Service other than that supplied and supported by SB. 
      2. EXCEPT AS EXPLICITLY STATED ABOVE, THE SERVICE AND THE RESULTING OUTPUT DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SERVICE AND/OR OUTPUT DATA WILL BE ERROR-FREE. CUSTOMER’S USE OF AND RELIANCE UPON ANY RESULTING OUTPUT DATA IS AT CUSTOMER’S SOLE DISCRETION AND RISK, AND SB SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO LICENSEE IN CONNECTION WITH ANY OF THE FOREGOING.

• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT OR BREACH OF THE CONFIDENTIALITY OBLIGATIONS, SB, INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT, ANY USE OF, OR THE INABILITY TO USE THE SERVICE, THE OUTPUT DATA, ANY RELIANCE UPON THE OUTPUT DATA OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE SERVICE OR THE OUTPUT DATA. EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT OR BREACH OF THE CONFIDENTIALITY OBLIGATIONS, SB’S TOTAL AND AGGREGATE LIABILITY TO THE CUSTOMER FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEEMENT OR THE SERVICE, SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION.

• Indemnification 

1. 1. 1. Customer agrees to indemnify and hold harmless SB and its directors, officers, employees, and subcontractors, upon SB’s request and at Customer’s expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third party complaint, claim, plea, or demand in connection with Customer’s breach of Section ‎5.4 in this Agreement.

• Governing Law and Jurisdiction 

• Regardless of Customer’s jurisdiction of incorporation, the jurisdiction where it engages in business, or access the Service from, this Agreement and Customer’s use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than Israel. Any dispute, controversy or claim which may arise out of or in connection with this Agreement or the Service, shall be submitted to the sole and exclusive jurisdiction and venue of the Tel Aviv District Courts. Subject to Section ‎10.2 below, the Parties hereby expressly consent to the exclusive personal jurisdiction and venue of such courts, and waive any objections related thereto including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens. 

• Notwithstanding the foregoing, SB may also lodge a claim against Customer: (a) pursuant to the indemnity clause above, in any court adjudicating a third party claim against SB; and (b) for interim, emergency or injunctive relief in any other court having general jurisdiction over Customer. 

• Miscellaneous 

• Assignment. Customer may not assign this Agreement without obtaining SB’s prior written consent. Any purported assignment without SB’s prior written consent is void. To the greatest extent permissible by law, SB may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to Customer and without obtaining Customer’s further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of SB’s equity or assets. By virtue of such assignment, the assignee assumes SB’s stead, including all right, duties, liabilities, performances and obligations hereunder, and SB shall be released therefrom.

• Relationship of the Parties. The relationship between the Parties hereto is strictly that of independent contractors, and neither Party is an agent, partner, joint venturer or employee of the other.

• Subcontracting. SB may subcontract or delegate the performance of its obligations under this Agreement, or the provision of the Service (or any part thereof), to any third party of its choosing, provided however, that it remains liable to Customer for the performance of its obligations under this Agreement. 

• Complete Terms and Severability. This Agreement constitutes the entire and complete agreement between the Parties concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining provisions will remain in full force and effect. This Agreement may be modified or amended only in writing, signed by the duly authorized representatives of both Parties.

• No Waiver. Neither Party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other Party, of any terms or provisions of these Terms. The waiver, by either Party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

Exhibit A – Data Protection Addendum

This Data Protection Addendum (“Addendum”) consists of two separate parts. 

• Part One applies only to the extent that the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and supplementary GDPR legislations in EU member states) applies to the Customer Data, as per the material and territorial scope of the GDPR.

• Part Two applies only to the extent that part One does not apply.

Part One

1. 1. Definitions. In this Addendum, the following terms shall have the meanings set out below:
      1. “Customer Personal Data” means Raw Data and Output Data which is Personal Data Processed by SB on behalf of Customer or any of its Affiliates, within the scope of the performance of the Agreement;
      2. “Data Protection Laws” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (‘GDPR‘), domestic legislation of each EU member state supplementing the GDPR, and as amended, replaced or superseded from time to time;
      3. “Subprocessor” means any person (including any third party, but excluding an employee of SB) appointed by or on behalf of SB to Process Personal Data for Customer or any of its Affiliates in connection with the Agreement;
      4. The terms, “Commission“, “Controller“, “Data Subject“, “Member State“, “Personal Data“, “Personal Data Breach“, “Processing“, “Processor” and “Supervisory Authority” shall have the same meaning as in the GDPR, and these terms shall be construed accordingly.

• Scope

The scope of this Part One is limited to those activities of SB as a Processor regarding the Raw Data and Output Data, and excludes the Processing activities of SB as Controller, including: Administration of the contractual relationship with Customer (including liaising with Customer’s staff); generation of use of Service Data pursuant to Section ‎‎7.2 of the Agreement.

• Processing Customer Personal Data

1. 1. 1. With respect to those activities of SB as a Processor, SB will Process Customer Personal Data only as set forth in Section ‎7.1 of the Agreement and for as long as Customer instructs SB to do so. 
      2. The subject matter and purposes of the Processing activities as set-out in Section ‎‎7.1 of the Agreement. The Personal Data Processed and the Data Subjects, about whom Personal Data is Processed, vary as per the specifics of the Customer’s use of the Software and the Services.
      3. Customer (for itself and its Affiliates) and SB are each responsible for complying with the Data Protection Law applicable to them in their roles as Controller and Processor, respectively.
      4. With respect to those activities of SB as a Processor, SB will Process the Personal Data only on documented instructions from Customer (or its Affiliates, as applicable) as set out in Section ‎‎7.1 of the Agreement, unless SB is otherwise required to do so by law to which it is subject (and in such a case, SB shall inform Customer (or its Affiliates, as applicable) of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest). SB shall immediately inform Customer (or its Affiliates, as applicable) if, in SB’s opinion, an instruction is in violation of Data Protection Law.
      5. Customer (itself and for its Affiliates, as applicable) may only use the Software and the Services pursuant to a recognized and applicable lawful basis under Data Protection Law. Customer is solely responsible for determining the lawfulness of the Processing instructions it provides to SB and shall provide SB only instructions that are lawful under Data Protection Law. 
      6. SB will make available to Customer (or its Affiliates, as applicable) all information in its disposal necessary to demonstrate compliance with the obligations under Data Protection Law, shall maintain all records required by Data Protection Law, and shall make them available to the Customer (or its Affiliates, as applicable) upon request.
   2. Security. In Processing Personal Data, SB will implement appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access in accordance with SB’s security policies which Customer can request a copy of from SB. SB will ensure that its staff authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

• Sub-Processors

1. 1. Customer (itself and for its Affiliates, as applicable) acknowledges and agrees that SB uses the following Subprocessors:

1. Customer (itself and for its Affiliates, as applicable), authorizes SB to engage additional Subprocessors for carrying out specific processing activities of the Services, provided that SB informs Customer at least 21 days in advance of any new or substitute Subprocessor, in which case Customer (or its Affiliates, as applicable) shall have the right to object, on reasoned grounds, to that new or replaced Subprocessor. If Customer (or its Affiliates, as applicable) so object, SB may not engage that new or substitute Subprocessor for the purpose of Processing Personal Data in the provision of the Services and may terminate the Principal Agreement with the Customer for convenience, without liability to Customer for such premature termination.
2. SB will procure that each Subprocessor Processes Personal Data in a manner consistent with SB’s obligations under this Addendum and Data Protection Law, with such obligations imposed on that Subprocessor by way of law or contract, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of Data Protection Law.

1. 1. Audit. SB shall allow for and contribute to annual audits, including carrying out inspections on SB’s business premises conducted by Customer (or its Affiliates, as applicable) or another auditor mandated by Customer (or its Affiliates, as applicable), no more than once per year (unless Data Protection Laws or a Supervisory Authority require otherwise), during normal business hours and subject to a prior notice to SB of at least 30 days as well as appropriate confidentiality undertakings by Customer (or its Affiliates, as applicable), or the auditor, covering such inspections in order to establish SB’s compliance with this Addendum and the provisions of the applicable Data Protection Law as regards the Customer Personal Data that SB Processes on behalf of Customer (or its Affiliates, as applicable). If such audits entail material costs or expenses to SB, the parties shall first come to agreement on Customer (or its Affiliates, as applicable) reimbursing SB for such costs and expenses.

• Data Subject Rights

1. 1. 1. Taking into account the nature of the Processing, SB shall assist Customer (or its Affiliates, as applicable) by implementing appropriate measures, insofar as this is possible, for the fulfilment of the obligations of Customer (or its Affiliates, as applicable), as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
      2. SB shall:
         1. Promptly notify Customer (or its Affiliates, as applicable) if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
         2. Ensure that it does not respond to that request except on the documented instructions of Customer (or its Affiliates, as applicable) or as required by applicable laws to which SB is subject, in which case SB shall to the extent permitted by applicable laws inform Customer (or its Affiliates, as applicable) of that legal requirement before it responds to the request.

   2. Personal Data Breach

      1. SB shall notify Customer (or its Affiliates, as applicable) without undue delay upon SB or any Subprocessor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer (or its Affiliates, as applicable) with sufficient information to allow Customer (or its Affiliates, as applicable) to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. 

      2. SB shall cooperate with Customer (or its Affiliates, as applicable) and take such reasonable commercial steps as are directed by Customer (or its Affiliates, as applicable) to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

• Data Protection Impact Assessment. SB will assist Customer (or its Affiliates, as applicable) with the preparation of data protection impact assessments and prior consultation as appropriate, provided, however, that if such assistance entails material costs or expenses to SB, the parties shall first come to agreement on Customer (or its Affiliates, as applicable) reimbursing SB for such costs and expenses.

• Deletion or return of Customer Personal Data. Upon request of Customer (or its Affiliates, as applicable), SB will delete Customer Personal Data it has Processed on behalf of Customer (or its Affiliates, as applicable) as a Processor under this Addendum, from SB own and its Subprocessor’s systems, or, at Customer’s choice, return Customer Personal Data to Customer (or its Affiliates, as applicable), and upon request of Customer (or its Affiliates, as applicable), will furnish written confirmation that Customer Personal Data has been deleted or returned pursuant to this section.

• Cross-Border Transfer

1. 1. 1. Customer (and its Affiliates, as applicable) instructs SB and its Subprocessor to Process Customer Personal Data only in member states of the European Economic Area, in territories and territorial sectors recognized under an adequacy decision pursuant to Data Protection Law (e.g., Israel), or in territories in which the recipient is bound by adequate safeguards recognized by the European Commission as pursuant to Data Protection Law (e.g. Standard Contractual Clauses).

• General Terms

1. 1. In the event of any conflicting stipulations between this Addendum and the Agreement or any other agreement in place between the Parties, the stipulations of this Addendum shall prevail. 
   2. Any limitation of liability pursuant the Agreement shall apply to liability arising from or in connection with breach of this Addendum. 

Part Two:

1. Customer (and its Affiliates, as applicable) must abide by whatever other data privacy and data security laws and regulations apply to it and to the Customer Data, and at a minimum obtain and maintain valid, any and all authorizations, permissions, legal bases and informed consents, including those of individuals about whom SB may process personal data, as may be necessary under applicable laws and regulations, in order to allow SB to lawfully process the Customer Data as set out in Section ‎‎7 of the Agreement.