Vanta Managed Service Provider Agreement
PLEASE READ THIS MANAGED SERVICE PROVIDER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE PROVIDING ACCESS TO ANY PRODUCTS OR SERVICES (TOGETHER, “VANTA SERVICES”) OFFERED BY VANTA, Inc. (“VANTA” OR “COMPANY”). BY ACCEPTING THIS AGREEMENT, CLICKING A BOX INDICATING ACCEPTANCE, CREATING AN ACCOUNT, OR PROVISIONING ACCESS TO ANY VANTA SERVICES, YOU (“YOU” OR “MSP”) AGREE TO BE BOUND BY THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS. ALL USE OF THE VANTA SERVICES IS FURTHER SUBJECT TO THE VANTA TErms of Service located at https://www.vanta.com/EULA (“VANTA EULA”). IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
MSP IS GIVING UP MSP’S RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM MSP MAY HAVE AGAINST VANTA INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. PLEASE READ SECTION 10.2 OF THIS AGREEMENT FOR ADDITIONAL IMPORTANT INFORMATION ABOUT MSP’S RIGHTS.
If you are an individual accepting this Agreement on behalf of a company, principal, or other entity, then: (i) this Agreement is between us and that entity; (ii) you represent and warrant that you have the authority to bind that entity to this Agreement (and if you do not have the authority, you may not use any Vanta Services); and (iii) your acceptance of this Agreement will bind such entity to this Agreement.
1. DEFINITIONS.
“Client” means a customer of MSP that purchases access to the MSP Services through MSP by entering into a Client Agreement.
“Client Agreement” means a valid and binding agreement for MSP Services or the Vanta Services between MSP and a Client that incorporates by reference the Vanta EULA as required by this Agreement and otherwise complies with the terms herein.
“Documentation” means all documentation, including but not limited to materials about the Vanta Services and training materials, made available by Vanta in paper, digital, or electronic form.
“Feedback” means any and all suggestions, ideas, enhancement requests, recommendations or other information provided by you or any third party relating to the Vanta Services.
“MSP Services” means the services and support offered by MSP to its Clients (including the provisioning of access, support and use of certain Vanta Services on behalf of any Client).
“Order Form” means an order form for the Vanta Services entered into by an MSP or Client and either Vanta or MSP as Company’s appointee, that incorporates by reference the Vanta EULA as required by this Agreement and otherwise complies with the terms herein.
2. APPOINTMENT AND LICENSES.
2.1. Appointment. Subject to the terms and conditions of this Agreement, Company grants MSP a limited non-exclusive, non-sublicensable, non-transferable license to (i) provision access to the Vanta Services solely on behalf of Clients for such Clients’ internal business use in accordance with the Documentation and an applicable Client Agreement or (ii) resell the Vanta Services to a Client via an Order Form solely for such Clients’ internal business use in accordance with the Documentation. MSP shall provide any information and assistance reasonably requested by Company with respect to any Clients and shall assist Client and Company with supporting all Clients sold through MSP. Company reserves the right to reject any Client for any reason. The Vanta Services are subject to modification from time to time at Company’s sole discretion, for any purpose deemed appropriate by Company.
At the discretion of the Company, Company may grant MSP a limited revocable, non-exclusive, non-sublicensable, non-transferable license to certain of the Vanta Services solely for its own internal use (the “NFR License”). Company’s discretion will include (a) the products that MSP may access via the NFR License (b) the term of the NFR License, and (c) the internal purposes for which MSP may use the NFR License. Vanta reserves the right to terminate the NFR License, with no notice, at any time for any reason or for no reason at all. The NFR License will automatically terminate in the event that MSP has no Clients within twelve months of acceptance of this Agreement.
2.2. Trademark License. Each party hereby grants to the other party a non-exclusive, non-transferable, non-sublicensable, limited license to use such party’s trademarks, service marks, logos, trade names, and other branding features (the “Company Marks” and the “MSP Marks,” together the “Marks”) solely in connection with the activities authorized by this Agreement. Each party shall only use the other party’s Marks in the form and manner as communicated by that party and in accordance with any trademark usage guidelines provided by that party. The authorized use by a party of the Marks in connection with this Agreement shall not create any right, title or interest, in or to the Marks in favor of the using party and all goodwill associated with the use of the Marks shall inure to the benefit of the Mark holder. Neither party shall register, seek to register or contest the validity of the other party’s Marks in any jurisdiction and shall not itself use any name, mark or designation that is confusingly similar to any of the other party’s Marks. Company has the right to revoke the license contained herein at any time for any reason.
2.3. Feedback. All Feedback shall be owned by Vanta and MSP hereby assigns all right, title and interest in and to such Feedback to Vanta.
3. LIMITATIONS AND RESTRICTIONS.
3.1. Client Agreements. MSP shall not make the Vanta Services available to Clients except pursuant to a Client Agreement, and MSP shall remain directly responsible and liable to Company for its Clients’ compliance with the Client Agreement which will contain terms at least as protective of Company as the terms in this Agreement and that disclaim all warranty and liability on Company’s behalf. MSP acknowledges that Company’s obligations under this Agreement are solely to MSP and Company has no obligations owed to MSP’s Clients, except for any terms of an agreement directly between Company and such Clients. MSP acknowledges that Company may provide services directly to Clients, subject to separate terms and conditions entered into between Company and the applicable Client. MSP shall not appoint any subdistributors or agents in respect of the Vanta Services. Nothing in this Agreement shall be construed as limiting in any manner Company’s marketing or distribution activities or its appointment of other dealers, MSPs, licensees or agents. Vanta shall have the right to audit MSP for compliance with this Agreement upon written notice.
3.2. Limitations. Use of the Vanta Services by MSP and/or Clients shall not unreasonably interfere with its use by other Company clients. For clarity, with respect to the MSP Services, MSP will be solely responsible to its Clients for the security of the MSP Services, any data collected or used with the MSP Services and compliance with all laws, regulations and Client requirements as applicable for the MSP Services, including as related to privacy, data processing and security. Company will not be responsible or liable for any failure in the Vanta Services resulting from or attributable to the foregoing and (a) MSP’s or Clients’ systems, (b) unusually high usage volumes, (c) network, telecommunications, or other service or equipment failures outside of Company’s facilities or control, (d) MSP’s, Clients’ or any third party's products, services, negligence, acts or omissions, (e) scheduled maintenance, or (f) unauthorized access, breach of firewalls or other hacking by third parties. Company will use commercially reasonable efforts to keep the Vanta Services operational, subject to downtimes resulting from scheduled maintenance, repairs, and upgrades. Company also reserves the right to suspend MSP’s and/or Clients’ access to the Vanta Services in the event MSP or an applicable Client is in breach of this Agreement or Vanta’s Master Subscription Agreement, including breaches of this section of the Agreement and failure to pay any amounts due to Company.
3.3. Prohibited Uses. MSP will not, and will not permit any Client or third party to, directly or indirectly: (a) “frame,” distribute, resell, or permit access to the Vanta Services by or to any third party other than as permitted under this Agreement or by Company; (b) use the Vanta Services in violation of applicable laws; (c) interfere with, disrupt, or gain unauthorized access to the Vanta Services; (d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Vanta Services; (e) provide Company any information, through the Services or otherwise, that is unlawful, defamatory, harassing, discriminatory, or infringing of third party intellectual property rights; (f) transfer to the Vanta Services, or otherwise use with the Vanta Services, any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Vanta Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Vanta Services; (h) provide any access to the Vanta Services to any individual associated with or related to a Vanta Competitor (defined below); (i) extract information from the Vanta Services in any manner that furthers competing with Vanta; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Vanta Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Vanta Services; (l) introduce into the Vanta Services any software containing a virus, worm, “back door,” Trojan horse or similarly harmful code or (m) permit any third party to engage in any of the foregoing proscribed acts. A “Vanta Competitor” is any entity that provides the same or similar goods and services to those provided by Vanta, as would be determined by a commercially reasonable individual. MSP will promptly notify Company of any violations of the above prohibited uses by a Client or a third party, including any unauthorized use of the Vanta Services by its Clients or any unauthorized third party and require such Clients or third party to immediately cease any such use. Company reserves the right to suspend MSP’s and/or Clients’ access to the Services in the event Company suspects MSP or an applicable Client is in breach of this Agreement.
3.4. No Implied License. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted, and Company (and its licensors) shall retain all right, title and interest in and to the Vanta Services and Documentation (including all intellectual property and proprietary rights embodied therein). MSP agrees not to take any action inconsistent with such title and ownership.
4. CONFIDENTIAL INFORMATION. MSP agrees that any of the Company’s business, technical and financial information designated in writing as confidential or disclosed in a manner that a reasonable person would understand the confidentiality of the information, shall be the confidential property of the Company (“Confidential Information”). Confidential Information does not include information that (a) is previously rightfully known by MSP without restriction on disclosure, (b) is or becomes known to the general public, through no fault on the part of MSP, (c) is disclosed to MSP by a third party without breach of any separate nondisclosure obligation, or (d) is independently developed by MSP. MSP will, and shall cause its Clients to, use a reasonable degree of care, at minimum, to (i) not use any Confidential Information of the Company for any purpose outside the scope of this Agreement and (ii) except as authorized by the Company in writing, limit access to Confidential Information of the Company to those of MSP’s employees, consultants, contractors and subcontractors who need to know such information for the performance of obligations or exercise of MSP’s rights hereunder.
5. PAYMENTS.
5.1. Fees. MSP will pay Vanta the amount set forth in the MSP Pricing Addendum or Order Form as applicable, to be provided separately. Company may modify its fees, including without limitation to adjust listed Vanta Services and pricing, on sixty (60) days written notice (email acceptable) by Company, such changes effective after that sixty (60) day notice period.
5.2. Payment Terms. MSP shall keep a payment method on file with Company for payment of Fees or shall be responsible for payment on a net 30 basis upon receipt of an invoice. Company shall invoice MSP for Fees, either within the Vanta Services or directly. Overdue amounts shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. MSP agrees to reimburse Company for all costs (including attorneys’ fees) incurred in collecting late payments.
5.3. Taxes. All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and MSP agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon Company’s net income.
6. WARRANTIES AND DISCLAIMERS.
6.1. Vanta Services. Unless as otherwise specified in this section, MSP shall make no representations or warranties concerning the Vanta Services other than the limited warranties included in the Vanta EULA. MSP shall represent Company and the Vanta Services in in a positive and professional manner and provide the MSP Services in a manner consistent with the high quality, availability and performance of Company’s products and services generally. MSP shall be solely responsible for providing, at its own cost, sales, sales support, technical support, training, account management, billing and collection services, solicitation of orders and distribution of marketing materials to its Clients and prospects. MSP shall promptly notify Company of any complaints from Clients regarding the Vanta Services, provide reasonable performance information regarding MSP Services (such as logs) at Company’s request, and cooperate to resolve any related issues or concerns. MSP shall not in any way misrepresent, or in any way cause to be ambiguous: (a) MSP’s relationship with Company; (b) MSP’s duties as specified in this Agreement; (c) the features of the Vanta Services (including any technical specifications and expected benefits of use); or, (d) the origin of the Vanta Services. MSP shall not represent itself as Vanta or as the manufacturer, exclusive agent, or exclusive vendor of Vanta Services.
6.2. Warranties. MSP represents and warrants (a) that it will market the Vanta Services as set forth herein and comply with good business practices and all laws and regulations relevant to this Agreement, and all advertisements and promotional materials shall be subject to the prior written approval of Company; (b) that neither this Agreement (nor any term hereof) nor the performance of or exercise of any rights under this Agreement, is restricted by, contrary to, in conflict with, ineffective under, requires registration or approval or tax withholding under, or affects Company’s proprietary rights (or duration thereof) under, or will require any termination payment or compensation or indemnity or compulsory licensing under, any law or regulation of any organization, country, group of countries or political or governmental entity; and (c) that it is a certified reseller and will provide Vanta with a reseller certificate upon request.
6.3. Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE VANTA SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT THAT THE VANTA SERVICES WILL MEET MSP’S OR CLIENTS’ REQUIREMENTS, RESULT IN ANY OUTCOME OR BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, ACCURACY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
7. INDEMNITY. In addition to MSP’s other indemnification obligations herein, MSP agrees to indemnify, defend, and hold harmless Company (a) from any claims arising from or related to (i) MSP’s breach of this Agreement, (ii) any representation or warranty made by MSP regarding the Vanta Services which is not expressly authorized by Company in writing, (iii) any use, integration or combination of the Vanta Services with other products or services which is not in accordance with this Agreement or the Documentation for such Vanta Services, (iv) any act or omission of any Client, (v) any alleged or actual infringement or violation of a third party’s intellectual property rights by the MSP Services (to the extent that such claims do not relate solely to Vanta Services), and (vi) the violation of any applicable law or regulation by MSP or a Client, and (b) for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of such claims. MSP is solely responsible for the delivery and results of all MSP Services, and agrees to: (a) defend Vanta against all claims and lawsuits in any form brought by Clients or any other third party against Vanta arising out of, or in connection with, the MSP Services; and (b) to indemnify and hold harmless Vanta against all resulting liabilities, losses, damages, costs and expenses (including attorney and expert witness fees) incurred by Vanta.
8. LIMITATION OF LIABILITY.
EXCEPT WITH RESPECT TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, IN NO EVENT SHALL VANTA BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) CLAIMS, DAMAGES OR ACTIONS OF ANY CLIENT, (D) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, INVESTMENT LOSSES OR LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (E) AGGREGATE DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT OF PAYMENT TO VANTA UNDER THE AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
9. TERM AND TERMINATION.
9.1. Term. This Agreement shall commence when MSP accepts the terms of this Agreement and continue in effect until terminated as provided herein.
9.2. Termination. This Agreement may be earlier terminated (a) by Vanta for convenience, upon written notice, (b) by MSP for convenience, upon 90 days’ written notice, (c) by either party if the other party materially breaches a provision of this Agreement and fails to cure such breach within thirty (30) days (ten (10) days in the case of any non-payment, and five (5) days by Company in the case of a breach of Section 3 by MSP) after receiving written notice of such breach from the non-breaching party or (d) by Vanta, immediately upon written notice, if MSP makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of its property, or it seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against it and is not dismissed within 90 days, or it becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.
9.3. Effects of Termination. Upon termination, the Agreement will remain active solely to the extent and until any and all subscriptions for Vanta Services sold by MSP terminate, or until MSP’s contractual relationship with such Client terminates. Upon expiration or termination of this Agreement, all rights, obligations and licenses of the parties hereunder shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including payment obligations) and all remedies for breach hereof shall survive any termination and (b) the provisions of Sections 1 (Definitions), 3 (Limitations and Restrictions), 4 (Confidential Information), 5 (Payments), 6 (Warranties and Disclaimers), 7 (Indemnity), 8 (Limitation of Liability), 10 (General Provisions) and this Section 9.3 shall survive.
10. GENERAL PROVISIONS.
10.1. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. Vanta may amend this Agreement from time to time by posting a new version on its website, in which case the new Agreement will supersede prior versions. Vanta will use commercially reasonable efforts to notify MSP prior to the effective date of any such amendment and MSP’s continued use of the Vanta Services following the effective date of any such amendment may be relied upon by Vanta as consent to any such amendment. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is in English only, which language shall be controlling in all respects. No version of this Agreement in another language shall be binding or of any effect.
10.2. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS MSP’S LEGAL RIGHTS. This Agreement shall be governed by and construed in accordance with the laws of the state of California. MSP AGREES THAT any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration (to be held in English) in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law from any court of competent jurisdiction. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT THE PARTIES WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, MSP may bring a claim in MSP’s local “small claims” court, if permitted by that small claims court's rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. MSP may bring claims only on MSP’s own behalf. Neither MSP nor Vanta will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. MSP IS GIVING UP MSP’S RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM MSP MAY HAVE AGAINST VANTA INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. MSP also agrees not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's use of the Services if Vanta is a party to the proceeding. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. MSP hereby consents to the arbitration in San Francisco, California. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. MSP agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Vanta Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.
10.3. Relief. Each party agrees the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law if Section 2 (Appointment and Licenses), Section 3 (Limitations and Restrictions), or Section 4 (Confidential Information) is breached. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to stop any such breach or threatened breach, without the necessity of posting any bond.
10.4. Notices. All notices under this Agreement will be in writing, in English and effective when received, and shall be delivered personally or by confirmed facsimile or recognized courier service or certified or registered mail, pre-paid and return receipt requested.
10.5. Assignment. This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred by either party without the prior written consent of the other. However, without consent, Company may assign its rights and obligations hereunder to any affiliate or to a successor to all or substantially all of its business that concerns this Agreement (whether by sale of stock or assets, merger, consolidation or otherwise). Any attempted transfer in violation hereof will be void and of no effect. This Agreement will bind and inure to the benefit of the successors, representatives and permitted assigns of the parties.
10.6. Independent Contractors. The parties are independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other, or both parties as joint venturers or partners for any purpose.
10.7. Force Majeure. Except for the payment of money, neither party will be liable for any failure or delay in performance under this Agreement which might be due, in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause of, any nature beyond the reasonable control of such party, including, without in any way limiting the generality of the foregoing, fire, explosion, earthquake, storm, flood or other weather, unavailability of telecommunications or internet services, pandemic, strike, lockout, unavailability of components, activities of a combination of workmen or other labor, difficulties, war, insurrection, riot, act of God or the public enemy, law, act, order, export control regulation, proclamation, decree, regulation, ordinance, or instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement).
10.8. Export. Notwithstanding anything else, MSP may not use, or provide to any Client or person, or export or re-export or allow the export or re-export of, the Vanta Services or anything related thereto or any direct product thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Each party represents that it is not named on any U.S. government denied-party list. MSP shall not access or use, nor permit any Client to access or use, the Vanta Services in a U.S. embargoed country.
10.9. Anti-Corruption. MSP agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Client or Vanta employee or agent in connection with this Agreement. If MSP learns of any violation of the above restriction, MSP will promptly notify Vanta.
11. Data Protection.
11.1 In this Section 11, the terms “personal data,” “data processor,” “data subprocessor,” “data subject,” “process and processing” and “data controller” shall be as defined in the applicable Data Protection Laws.
11.2 For the purposes of the Data Protection Laws, MSP agrees that Company is a data processor (or subprocessor, as applicable) and not the data controller of any personal data related to MSP’s or any Client’s use of the Vanta Services. Solely if and to the extent MSP is processing personal data, as defined in the General Data Protection Regulation, that is contained in data on MSP’s or any Client’s behalf, then the terms of the data processing agreement available at https://vanta.axdraft.com shall apply to such processing and are incorporated into this Agreement.
11.3 MSP may enable integrations between the Vanta Services and certain third party services used by its Clients (each, an “Integration”). By enabling an Integration between the Vanta Services and any Client’s third party services, MSP is hereby instructing Company, on behalf of its Client and in accordance with such Client’s instructions to MSP, to share any Client Personal Data necessary to facilitate the Integration. MSP and its Clients are responsible for providing any and all instructions to such third party service providers about the use and protection of Client Personal Data. Company and any such third party service providers are not subprocessors of each other.
11.4 As the data controller, or processor as applicable, of MSP Personal Data and Client Personal Data, MSP represents and warrants to Company that its provision of personal data to Company and instructions for processing such personal data in connection with the Vanta Services shall comply with all Data Protection Laws.
11.5 MSP may, upon at least thirty (30) days prior notice, and no more than once per 12 month period, appoint an independent third party auditor to physically inspect and audit, at MSP’s sole cost and expense, any facilities owned or controlled by Company in which MSP or Client Personal Data is processed or stored, provided that such inspection: (i) shall occur on a mutually agreed upon date during Company’s regular business hours; (ii) does not interfere with any of Company’s business operations; and, (iii) does not, in Company’s reasonable discretion, create any risk to the confidentiality, integrity, or availability of any data stored or processed by Company. Prior to any audit, MSP, and any appointed auditor, must enter into a nondisclosure and confidentiality agreement as may be required by Company.
