Parablu Policies

Parablu Policies

Privacy Policy 

At Parablu, we hold data security and privacy to a high standard and our updated privacy policy reflects our commitment to protecting data, everywhere it lives, per the GDPR as well as the US-EU Privacy Shield regulations. Here, we describe how we collect, use, and handle your personal information when you use our website and services.

We encourage you to read our data protection and privacy policy and should you have questions and feedback about our data protection and data privacy practices, feel free to write to us at info@parablu.com.

Who we are

Parablu services are provided by Parablu Inc. (a California Corporation with Entity #C3701405; Registered address: 1600, Duane Avenue, Santa Clara, CA 95054) and its subsidiary Parablu Systems Private Limited, based in Bangalore, India.

We are a provider of secure data management services and provide solutions for data backup, archiving, content collaboration and secure file sharing.  Our solutions can be deployed as licensed software by organizations on their infrastructure, or used as managed services we host using hosting providers such as MicrosoftLinodeDigital Ocean etc.

Please note that If you are using the Parablu managed services platform then your company assumes the role of the data controller and Parablu is the data processor.

What information do we collect?

We may collect information consisting of your name, email address, phone number or, mailing address in one or more of the following ways.  Not all the methods listed below collect all the above information, but each of them might gather a subset of the above information.

1. Information submitted by you on our website

The information you provide to us when you do such things as request a product demo, register for a webinar, create an account on the Parablu managed services platform, use our platform, upgrade your plan, download and/or access information listed on our website, and interact with our sales and/or customer support teams via the official website, support website, and/or other channels of communication. The information thus collected is used to rightfully associate you with a Parablu account and the services you are entitled to as a result. It is solely your decision to share any personal information with us and our processing of such data will be based on your consent and preferences you indicate.

2. Information we collect via your interaction with our website

When you visit the Parablu website, we may use cookies, pixel tags, and other information gathering technologies for a variety of purposes, such as to provide, improve, protect, and promote our content and services. These technologies may provide us with some personal data, in addition to information about your choice of devices and networks to access our website, and other information regarding your interactions with our site. You can set your browser settings to not accept cookies, but this may limit your ability to see our content and use our services.

Unless you choose to explicitly identify yourself through activities such as filling a demo request form, contact form or responding to a promotion, the data we obtain from your use of the website through information gathering technologies is not personally identifiable information.

3. Information we receive from third parties

We may obtain information about you from one of our resellers, distributors, partners or even an existing customer in the course of our selling or marketing efforts. We may also receive information about you and your activities on our site from third-party vendors, including our ad partners, assuming they have obtained consent and/or data sharing preferences from you before doing so.

4. Information we obtain from you because you use our product or service

We may need to obtain information about you because you’ve signed up to be a customer and we need your information to perform a commercial transaction – such as invoicing, billing, etc., or provide technical support.

Who processes your personal data?

Personal information shared with Parablu and/or with official Parablu representatives is typically processed by Parablu Inc. and Parablu Systems Private Limited.

Some of the activities of Parablu are outsourced to third-party sub-processors. These entities may use your data when acting on behalf of Parablu Inc. for purposes content promotion, email communication, analytics, etc.

LinkedIn (to promote our content and services), Twitter (to promote our content and services), Facebook Ads Manager (to promote our content and services) and YouTube (by clicking an embedded YouTube video your data is tracked and processed by YouTube ).  It is assumed that these partners have obtained consent and/or data sharing preferences from you before sharing your information with us.

Other sub-processors with whom we share information such as Hubspot (as CRM), Mailchimp (to email communications related to products and services) and Klenty (for email communications related to products and services). Their agreements with us clearly state they will not sell, lease, or rent your information to anyone.

How do we use your information?

Please note that we will never sell your personal data to third parties.

 Depending on the preferences you have communicated to us via your interaction with our website and/or our services we may process your personal information for several purposes.

1. For providing our services

To provide our services in a secure, meaningful, and reliable manner, we will use your personal information for account creation, profile verification, account verification, and account maintenance.

2. For improving our platform and services

We aggregate the feedback you provide us as well as statistics around your usage of the site and/or the platform to understand patterns of usage, areas of improvement and service enhancement. We may also use your personal information for internal research and development purposes.

3. For billing purposes

We may use your billing details to process and complete transactions and share communication-related to the billing activities, including (but not limited to) invoices and transaction success confirmations.

4. For communication purposes

We may use your information to send legal, administrative, and technical communication and collateral. We may use your personal information to customize the content, business information and user experience. If you’ve opted in, we may use your personal information to send push notifications to your device to communicate new service features and offerings. To opt-out of push notifications, you may edit the settings on your personal device and/or browser. If you’ve opted in, we may also use your personal information such as email and phone number,  to send you relevant marketing communications, including newsletters and promotional content about our products, services, and events. To opt-out of our marketing communications or to manage your preferences, you can write to us at info@parablu.com

5. For legal and regulatory compliance purposes

Wherever required by law or where deemed essential to the protection of our legal rights, we may use your personal information for compliance and audit purposes, regulation mandates, and legal claims.

6. For other purposes

We may use your personal information for purposes other the ones cited here; purposes for which we obtain your consent and require our partners to obtain your consent wherever necessary and per the laws of the land.

How do we share your personal data with third parties?

We may share your personal data with third-party service providers per this policy document.

We may also need to share some personal information we obtain from your use of our website and services for legal compliance, protecting your safety, backup, billing, payment processing, analytics, service development, etc. Our third-party service providers are required to use the personal data that we share with them solely in connection with the services they provide to us.

We may also share personal data with third parties when we have your consent to do so, such as when you use our services to share content or files with a third-party. When someone accepts an invitation from you to view, use or engage with any part of the content encrypted using Parablu service(s), such content goes out of your control and remains accessible to the person, subject to the extent you granted access. Considering this, we ask you to pay special attention with whom you share your encrypted content and files.

Also, we may post testimonial(s) provided by you on our website that may contain some personal information, such as your name and designation. If you wish to update or delete your testimonial, you can contact us at info@parablu.com

How do we store and protect your personal information?

We take appropriate organizational and technical measures to protect your personal data against accidental loss, destruction, unauthorized access, unlawful alteration and theft.

Data collected by Parablu is protected using the company’s proprietary secure container technology, BluKrypt™. In this secure container, your data is safe both in-transit and at rest, protected by strong encryption. Even in cases where we use cloud-based storage to store your data, we use encryption with strictly enforced segregation of duties to ensure that your data is safe and secure.

Data we process as a result of you using our product or managed services is never used by Parablu and is never accessed without your explicit permission. Your encrypted data and corresponding encryption keys are in your control and you may modify them at any time using our management console.

Parablu’s solutions have been designed to keep your data safe by allowing decryption of data only when the data controller requests it with sufficient authentication. The data controller also has the ability to control and modify the encryption keys at will and at any point in time.

Further, our employees are bound by strictly enforced confidentiality agreements to ensure a safe environment for collaboration and product development.

How long will we retain your personal information?

We will retain your data for as long as it is required to fulfill the purposes cited in this privacy document or if required and permitted by appropriate laws and regulations.

How long do we retain your encrypted content?

 If you are a user of our managed services, you can access, edit your encrypted content, delete your encrypted content, or modify the policies that control the retention of the encrypted content, the way you deem fit. If you choose to delete encrypted content, it is permanently deleted from our servers and the storage container as well.

You acknowledge that if you share all or a part of any encrypted content using our service with any person who uses your link to access the data, such content could go out of your control and might remain accessible by such person to the extent of the access you granted, even if you select to delete or remove your encrypted content. Considering this, we request that you pay special attention to who you share your encrypted content with.

Your rights

You may ask us to, under reasonable circumstances,

  • produce information about your personal data that our processors or we maintain about you,
  • amend your personal data,
  • stop or restrict processing of your data,
  • delete your personal data

You can request this by sending an email to info@parablu.com. We will respond to your request within thirty days of receiving your email. Please note that we may ask you for information that can verify your identity before complying with any of your requests. Note that any change in the personal data we collect from you, from your browsing activities and/or a third-party service provider may affect your experience of the site and our services.

Please note that we will not be able to entertain your requests without your organization’s written consent, except when required by applicable law.

How we protect your information

We use appropriate technical and organizational security measures to protect your personal information from loss, misuse, and unauthorized access, disclosure, alteration and destruction, both during transmission and once we receive it.

Cookies and similar tracking technology

Like all websites we use cookies and similar tracking technology (collectively “Cookies”) to collect and use personal information about you. For further information about the types of Cookies we and our partners’ use, why and how you can control Cookies, please see our Parablu’s Cookie Policy.

Your data protection and privacy rights and choices

Certain countries and states have enacted data protection and privacy rights for their residents. We strive to respect these rights for all our users, no matter where they happen to be located.

For example, you may:

  • Request access your personal information that Parablu collects about you.
  • Request correction, updates, or deletion of your personal information.
  • Request portability of your personal information where applicable and technically possible.
  • Withdraw your consent for us to process your personal information, if you have given us consent in the past. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.

User requests are subject to the following caveats:

  • We need to verify your account ownership to process your request.
  • Where a nation or state’s law provides rights that are different than those in other jurisdictions, we aim to respect your rights as provided by the law of your country.
  • Some types of requests are subject to certain exceptions as provided in applicable law.

Additional information for EEA visitors/customers

You can review more information as required under European data protection rules about our handling of your personal data and your data subject rights here.

Additional information for California consumers

The California Consumer Privacy Act gives California residents additional rights and choices regarding their personal information. To learn more, read our Privacy Notice for California Residents here.

How we link to other websites

Our website contains links to third party websites and third-party plug-ins (such as social media sharing buttons) operated by other companies. We are not responsible for the privacy practices of such other websites. We encourage you to be aware that when you leave our site you read the privacy notices of such other websites. This Privacy Notice applies solely to information collected by Parablu’s products.

Do Not Track

Some browsers make it possible for you to signal that you don’t want your Internet browsing activity to be tracked. Because the Internet community hasn’t reached a consensus on how to best honor these signals, Parablu doesn’t respond to Do-Not-Track requests at this time.

Updates to our privacy policy

We encourage you to review this page periodically to know about any material changes and updates to our privacy policy. Your continued use of our website or our services constitutes your agreement to be bound by such changes to this policy. If you do not accept the terms of this policy, you are advised to discontinue the use of our website and services.

Note that our website may include links to websites and third-party service providers. This privacy policy does not extend to these external sites or companies, and we advise you to refer to the privacy policies of these sites and companies directly.

For any queries and concerns regarding our privacy policy and data protection practices, please write to info@parablu.com.

Cookie Notice

What is a cookie?

Cookies are small text files that are sent to or accessed from your web browser or your computer’s hard drive. A cookie typically contains the name of the domain (internet location) from which the cookie originated, the “lifetime” of the cookie (i.e., when it expires) and a randomly generated unique number or similar identifier. A cookie also may contain information about your computer, such as user settings, browsing history and activities conducted while using www.parablu.com (“Website“).

Types of Cookies

Cookies set by Parablu on Parablu websites and other digital properties are called first party cookies and are used to facilitate and improve visitors’ experience on Parablu’s websites. We have carefully chosen these cookies and have taken steps to ensure that your privacy and personal data is always protected and respected. Third party cookies are placed by third parties that provide services to Parablu and/or to you. Third party cookies may be used by advertising services to serve up tailored advertising to you on Parablu’s website, or by third parties providing analytics services to Parablu.

Cookies can either be “session Cookies” or “persistent Cookies.” Session Cookies are temporary Cookies that are stored on your device while you are visiting our Site or using our services, whereas “persistent Cookies” are stored on your device for a period of time after you leave our Site or services. The length of time a persistent Cookie stays on your device varies from Cookie to Cookie.

We use persistent Cookies to store your preferences so that they are available for the next visit, and to keep a more accurate account of how often you visit our services, how often you return, how your use of the services may vary over time. We also use persistent Cookies to measure the effectiveness of advertising efforts. Through these Cookies, we may collect information about your online activity after you leave our services.

In addition to cookies, Parablu may use web beacons, pixel tags, and other tracking technologies on our websites to help us customize them and improve your experience. To learn more visit www.allaboutcookies.org.

What type of cookies do we use and for which purposes?

We use the following types of Cookies:

  • Strictly Necessary Cookies: These cookies are necessary for the Website to function and cannot be switched off in Parablu’s systems. Parablu usually sets strictly necessary cookies in response to your actions that amount to a request for services, such as setting your privacy preferences, logging in, or filling in forms. You can set your browser to block or alert you about these cookies, but then some parts of the Website will not work.
CookieDomainDescriptionDuration
cookielawinfo-checkbox-necessaryparablu.comSet by the GDPR Cookie Consent plugin, this cookie is used to record the user consent for the cookies in the “Necessary” category1 year
cookielawinfo-checkbox-non-necessaryparablu.comSet by the GDPR Cookie Consent plugin, this cookie is used to record the user consent for the cookies in the “Non-necessary” category1 year
LS_CSRF_TOKENsalesiq.zoho.comCloudflare sets this cookie to track users’ activities across multiple websites. It expires once the browser is closed.session
__hssrcparablu.comThis cookie is set by Hubspot whenever it changes the session cookie. The __hssrc cookie set to 1 indicates that the user has restarted the browser, and if the cookie does not exist, it is assumed to be a new session.session
    • Performance Cookies: These cookies allow Parablu to count visits and traffic sources in order to measure and improve the performance of the Website. Performance cookies help Parablu gauge the relative popularity of various pages on the Website as well as see how visitors move around the Website. Parablu aggregates all information these cookies collect, making it anonymous as a result. If you do not allow performance cookies, Parablu will not know when you have visited the Website, will not be able to monitor its performance, and as a result – Parablu will not be able to improve the Website and make it more comfortable for use.

     

    CookieDomainDescriptionDuration
    _gat.parablu.comThis cookie is installed by Google Universal Analytics to restrain request rate and thus limit the collection of data on high traffic sites.

     

    1 minute

     

    _ga.parablu.comThe _ga cookie, installed by Google Analytics, calculates visitor, session and campaign data and also keeps track of site usage for the site’s analytics report. The cookie stores information anonymously and assigns a randomly generated number to recognize unique visitors.2 years
    _gid.parablu.comInstalled by Google Analytics, _gid cookie stores information on how visitors use a website, while also creating an analytics report of the website’s performance. Some of the data that are collected include the number of visitors, their source, and the pages they visit anonymously.1 day
    _hjFirstSeen.parablu.comHotjar sets this cookie to identify a new user’s first session. It stores a true/false value, indicating whether it was the first time Hotjar saw this user.30 minutes
    _hjIncludedInPageviewSample.parablu.comHotjar sets this cookie to know whether a user is included in the data sampling defined by the site’s pageview limit.2 minutes
    _hjAbsoluteSessionInProgress.parablu.comHotjar sets this cookie to detect the first pageview session of a user. This is a True/False flag set by the cookie.30 minutes
    _hjIncludedInSessionSample.parablu.comHotjar sets this cookie to know whether a user is included in the data sampling defined by the site’s daily session limit.2 minutes
    __hstc.parablu.comThis is the main cookie set by Hubspot, for tracking visitors. It contains the domain, initial timestamp (first visit), last timestamp (last visit), current timestamp (this visit), and session number (increments for each subsequent session).1 year 24 days
    hubspotutk.parablu.comHubSpot sets this cookie to keep track of the visitors to the website. This cookie is passed to HubSpot on form submission and used when deduplicating contacts.1 year 24 days
      • Targeting Cookies: Depending on the parts of the Website that you visit, Parablu’s advertising partners may set these cookies. Parablu’s advertising partners may use targeting cookies to build a profile of your interests and show you relevant adverts on the Website and other sites. They use these cookies to uniquely identify your browser and internet device, which under certain privacy laws may amount to processing of personal data. If you do not allow targeting cookies, you will experience fewer targeted advertisements on the Website and other sites.

       

      CookieDomainDescriptionDuration
      test_cookie.doubleclick.netThe test_cookie is set by doubleclick.net and is used to determine if the user’s browser supports cookies.15 minutes
      _fbp.parablu.comThis cookie is set by Facebook to display advertisements when either on Facebook or on a digital platform powered by Facebook advertising, after visiting the website.3 months

      Cookie Management

      Many browsers accept cookies automatically, but you can adjust the settings in your browser to disable this automatic acceptance of cookies. How you control this will be different on different browsers.

      For more information on how to control cookies, check your browser or device’s settings for how you can control or reject cookies, or visit the following links:

      In addition, you may opt-out of some third-party cookies through the Network Advertising Initiative’s Opt-Out Tool.

      Note that if you choose not to accept cookies, you may experience limited functionality of our websites.

      GDPR

      This Privacy Notice is for European Economic Area (EEA) visitors and customers. It supplements the information in our general Parablu’s Privacy Notice, in which we describe how we collect and use your personal data, what we do with the collected data, with whom we share the data, how long we store it and how you can exercise your privacy rights. In this supplemental notice, we provide additional information which is required under European data protection law.

      Please also review our  Terms of Use and Data Processing Addendum which describe what we can expect from each other when you use our products and services.

      Who we are

      Parablu services are provided by Parablu Inc. (a California Corporation with Entity #C3701405; Registered address: 1600, Duane Avenue, Santa Clara, CA 95054).

      We are a provider of secure data management services and provide solutions for data backup, archiving, content collaboration and secure file sharing. Our solutions can be deployed as licensed software by organizations on their infrastructure, or used as managed services we host using hosting providers such as Microsoft, Amazon and Linode.

      Please note that if you are using the Parablu managed services platform then your company assumes the role of the data controller and Parablu is the data processor.

      Legal basis for processing your personal information

      Under the European data protection rules, we are required to inform you on which legal basis we do the processing of personal data. Our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it. We will normally collect personal information from you only where we have your consent to do so, where we need the personal information to perform a contract with you, or where the processing is in our legitimate business interests. In some cases, we may also have a legal obligation to collect personal information from you.

      If we ask you to provide personal information to comply with a legal requirement or to enter into a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information). Similarly, if we collect and use your personal information in reliance on our legitimate business interests, we will make clear to you at the relevant time what those legitimate business interests are.

      If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us at info@parablu.com.

      International data transfers

      As far as possible, we will make attempts to ensure that your personal and non-personal information is stored in the respective country of origin.

      If you are a customer using our hosted services, and if we need to transfer your data out of the UK, EEA or Switzerland to the U.S., we strive to adhere to the EU-US and Swiss-U.S. Privacy Shield Frameworks, as set forth by the U.S. Department of Commerce.

      If we have received your personal information in the U.S. and subsequently transfer it to a third-party agent or service provider for processing, we strive to ensure that such third-party agent or service provider processes your personal information in a manner consistent with the Privacy Shield Principles.

      You can direct any questions or complaints about the use or disclosure of your personal information to us at info@parablu.com. We will investigate and resolve any complaints or disputes regarding the use of personal information within forty-five (45) days of receiving your complaint.

      For information on how to request access, rectification or deletion of your personal information if it is inaccurate or processed in violation of the Privacy Shield, see the “Your data protection and privacy rights & choices” section which follows.

      Your data protection and privacy rights & choices

      If you live in one of the countries of the European Economic Area (EEA), or if you use our service from one of these countries, you have the following rights, which you can exercise at any time as described or by contacting us:

      • If you wish to access your personal information that Parablu collects. Write to us at info@parablu.com.
      • You can correct, update or request deletion of your details in your Account by contacting us at info@parablu.com.
      • You can object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information where applicable and technically possible.
      • If we have collected and processed your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.
      • You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by writing to us at info@parablu.com or by using the unsubscribe link provided in each email. It may take up to 3 business days to remove you from our marketing lists. Please note that even after you opt out, you could still receive Service Emails from us.

      Contact us

      For any queries and concerns regarding our privacy policy and data protection practices, please write to info@parablu.com.

      CCPA

      This Privacy Notice is for visitors and customers who reside in the State of California. It supplements the information in our general Parablu Privacy Notice, in which we describe how we collect and use your personal data, what we do with the collected data, with whom we share the data, how long we store it and how you can exercise your privacy rights.

      Please also review our  Terms of Use and Data Processing Addendum which describe what we can expect from each other when you use our products and services.

      Who we are

      Parablu services are provided by Parablu Inc. (a California Corporation with Entity #C3701405; Registered address: 1600, Duane Avenue, Santa Clara, CA 95054).

      We are a provider of secure data management services and provide solutions for data backup, archiving, content collaboration and secure file sharing. Our solutions can be deployed as licensed software by organizations on their infrastructure, or used as managed services we host using hosting providers such as Microsoft, Amazon and Linode.

      Please note that if you are using the Parablu managed services platform then your company assumes the role of the data controller and Parablu is the data processor.

      If you have any questions about this section or whether any of the following applies to you, please email info@parablu.com.

      Access

      You have the right to request certain information about our collection and use of your Personal Data over the past 12 months. We will provide you with the following information:

      • The categories of Personal Data that we have collected about you
      • The categories of sources from which that Personal Data was collected
      • The business or commercial purpose for collecting your Personal Data
      • The categories of third parties with whom we have shared your Personal Data; and
      • The specific pieces of Personal Data that we have collected about you.

      If we have disclosed your Personal Data for a business purpose over the past 12 months, we will identify the categories of Personal Data shared with each category of third-party recipient.

      We do not sell your personal data.

      Deletion

      You have the right to request that we delete the Personal Data that we have collected from you. Under the California Consumer Privacy Act of 2018 (“CCPA”), this right is subject to certain exceptions. For example, we may need to retain your Personal Data to provide you with the Services or complete a transaction or other action you have requested. If your deletion request is subject to one of these exceptions, we may deny your deletion request.

      Exercising Your Rights

      To exercise the rights described above, you must send us a request that (1) provides sufficient information to allow us to verify that you are the person about whom we have collected Personal Data (this will require you to send an email from the account in question or login credentials), and (2) describes your request in sufficient detail to allow us to understand, evaluate, and respond to it. Each request that meets both of these criteria will be considered a “Valid Request.” We may not respond to requests that do not meet these criteria. We will only use Personal Data provided in a Valid Request to verify you and complete your request.

      We will work to respond to your Valid Request within 45 days of receipt. We will not charge you a fee for making a Valid Request unless your Valid Request(s) is excessive, repetitive, or manifestly unfounded. If we determine that your Valid Request warrants a fee, we will notify you of the fee and explain that decision before completing your request.

      You may submit a Valid Request by emailing info@parablu.com.

      We Will Not Discriminate Against You for Exercising Your Rights Under the CCPA

      We will not discriminate against you for exercising your rights under the CCPA. We will not deny you our goods or services, charge you different prices or rates, or provide you a lower quality of goods and services if you exercise your rights under the CCPA. However, we may offer different tiers of our Services as allowed by applicable data privacy laws (including the CCPA) with varying prices, rates, or levels of quality of the goods or services you receive related to the value of Personal Data that we receive from you.

      Data Processing Agreement Addendum

      This Data Processing Agreement Addendum (“DPA”) supplements the Parablu’s Term of Use, as updated from time to time between Customer and Parablu, or other agreement between Customer and Parablu governing Customer’s use of the Service (the “Agreement”) when GDPR applies to certain customers under Article 26 and Article 28 of the General Data Protection Regulation (EU) 2016/679 (“GDPR”). In case of a conflict between the terms of this DPA and the Parablu’s Term of Use, this DPA will take precedence.

      This DPA is intended to be binding on Parablu and on each of its customers which provide information protected by GDPR to Parablu (“Customers”). It governs the processing by Parablu of personal data, as defined by GDPR, contained in data that Customers store with Parablu (“Files”).

      As GDPR evolves and best practices are refined, Parablu reserves the right to update this DPA at any time. If there is something we view as a material change, we will provide our customers reasonable prior notice of the change via email and will offer our customers the right to terminate the services before the change takes effect.

      Consent to processing and transfer of Customer account information

      In conjunction with the provision of Services, the Customer provides information regarding the Customer, which may include information of its employees, to Parablu in order to receive Services (the “Account Information”). Customer hereby consents to the Account Information being transferred to, shared by and processed by Parablu, its affiliates and its sub-processors. In the event that the Customer is not the data subject associated with the Account Information, Customer shall obtain express consent from all data subjects to effectuate the consent given herein. Customer acknowledges and accepts the risks associated with sharing and processing of the Account Information as stated herein. Customer understands that the countries or locations where the information will be transferred may not provide an adequate level of data protection based on European Union or other nations’ standards, and the supervisory authority, data processing principles and data subject rights may not be similarly provided in such countries or locations. Customer also consents to Parablu and its affiliated entities sending it and individuals who are identified in the Account Information marketing communications, understanding that Customer or such individuals can opt out of such communications at any time.

      Subject-matter and nature of the processing

      Parablu offers two services to its customers: a backup service, using which a Customer can backup Files to Parablu servers automatically, and a cloud storage service, with which the customer can upload Files to Parablu servers (together the “Services”). To the extent that such data are uploaded by or on behalf of a Customer who is an organization and they contain personal data as defined in GDPR, Parablu processes this data as a processor, as defined under GDPR, and Customer is the controller, as defined under GDPR.  We don’t provide our services to customers who are individuals.

      Type of personal data and categories of data subjects

      The types of personal data and categories of data subjects processed in the context of Parablu’s Services depend on the content of files uploaded to servers by or on behalf of its Customers.

      • Purpose: Parablu will only process the Files to perform the Services for the Customer on the documented instructions from the Customer and to comply with laws to which Parablu is subject. Where Parablu processes Files to comply with a legal requirement, it shall inform the Customer which uploaded the data thereof before processing, unless that law prohibits Parablu from disclosing such information on important grounds of public interest.
      • Duration: Parablu processes Files for the duration it provides the Services to the Customer. When the Customer cancels its Parablu subscription and deletes its Parablu account, Parablu will delete the Files stored in accordance with the Parablu Terms of Service and will cease to be a processor of the Files.

      International transfers

      The Customer (the “data exporter”) hereby acknowledges that by Parablu (the “data importer”) providing Services to Customer, personal data provided by Customer to Parablu in Customer’s Files provided to Parablu as part of the Services may be transferred outside of the UK and the EEA and the Customer agrees to do the following:

      1. take all necessary steps to ensure that transfers of personal data outside the UK and the EEA are effected by way of valid adequacy mechanisms recognized under UK and European Union law that ensure appropriate safeguards are in place for the personal data, which may include encryption, anonymization, pseudonymization or express data subject consent;
      2. maintain accurate and comprehensive records of all transfers of personal data outside of the UK and the EEA and document the adequacy mechanism relied upon in each case
      3. take all necessary steps to ensure that the recipient of the personal data can comply with the adequacy mechanism relied upon, including (without limitation) by carrying out and documenting due diligence on all recipients of personal data prior to any transfer occurring
      4. if the adequacy mechanism relied upon becomes invalid or if the recipient of the personal data is not able to comply with the requirements of the adequacy mechanism due to local laws or for any other reason, Customer shall immediately stop all transfers of personal data to Parablu and shall either put in place an alternative adequacy mechanism or demand immediate return of all personal data from Parablu; and
      5. upon request, the party transferring the Personal Data shall provide evidence of compliance with the obligations set out in this section.

      Without limitation of the foregoing provisions, having agreed to the Terms of Service with Parablu and this DPA, Customer (the data exporter) and Parablu (the data importer) are deemed to have also agreed to the Standard Contractual Clauses attached hereto and incorporated herein, including their Annexes, as of the Effective Date of the DPA. Where there is a difference between Module One and Module Two of the Standard Contractual Clauses, the Controller-Processor (Module Two) Standard Contractual Clauses shall apply to Customers who in the case of Parablu are always organizations.

      Confidentiality

      Parablu ensures that persons authorized to process the Files have committed themselves to confidentiality.

      Security

      Parablu with regard to Files shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The security measures taken by Parablu are addressed in more detail on Annex II of the Standard Contractual Clauses attached hereto as Appendix A.

      Sub-processors

      Parablu has the Customer’s general authorization for the engagement of sub-processors, and Customer has obtained express consent from the data subject for Parablu to engage subprocessors. The list of sub-processors the data importer intends to engage can be found found in the subprocessor list below. The data importer shall inform the data exporter in writing of any addition or replacement of sub-processors within a reasonable period of time in advance of such addition or replacement, thereby giving the Customer the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). Customer and Parablu shall keep the sub-processor list up to date. When Parablu engages a sub-processor, it shall verify that the sub-processor is capable of data processing obligations which are no less onerous than those set out in this DPA, in particular the capabilities to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of GDPR.

      Parablu may use the following subprocessors to host customer’s data (backup archives and files):

      Entity NameSubprocessing ActivitiesCorporate Location
      LinodeData storage hosting providerUnited States
      Microsoft AzureData storage hosting providerUnited States
      Amazon Web ServicesData storage hosting providerUnited States
      Digital OceanData storage hosting providerUnited States
      Google Cloud PlatformData storage hosting providerUnited States
      BM SoftlayerData storage hosting providerUnited States

      The following is a list of subprocessors who may process information regarding non-Parablu individuals, depending on their relationship to the company.

      Entity NameSubprocessing ActivitiesFor
      HubspotSales / Marketing PlatformWebsite Users/ Customers/ Potential Customers
      Google LLC. (Google Analytics)

       

      Website Optimization

       

      Website Users/ Customers/ Potential Customers
      MailchimpA service used for sending marketing email messages to customers which collects customer email addresses.

       

      Customers/ Potential Customers/Partners
      ZohoA service used for online interaction which collects visitors email addresses.

       

      Website Users/ Customers/ Potential Customers

       

      Assistance with exercise of rights

      At the request of a Customer, Parablu shall assist them by appropriate technical and organizational measures, taking into account the nature of the processing and insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of GDPR.

      Assistance with security, data breaches and DPA

      Parablu shall assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR, taking into account the nature of processing and the information available to Parablu. In the unlikely event of a data breach, as defined in GDPR, Parablu will without undue delay send its affected customers a notification email and provide at its discretion, updates through other communications channels. This notification will describe the nature of the data breach, including where possible, the categories and approximate number of data subjects concerned, the categories and approximate number of personal data records concerned, the contact point where more information can be obtained, the likely consequences of the personal data breach, and the measures taken or proposed to be taken by Parablu to address the data breach, including, where appropriate, measures to mitigate its possible adverse effects. A “data breach” does not include a Parablu account being accessed via valid credentials unless those credentials were exposed through some action or fault of Parablu or one of its sub-processors.

      Deletion and return of Files

      Parablu shall, at the choice of the Customer, delete or allow the Customer to retrieve all the Files belonging to the Customer after the end of the provision of the Services subject to any fee applicable at that time, and delete existing copies within the period set out under “,” unless applicable law requires storage of such data. Subject to any fee applicable at the time, Customers may retrieve their Files within their Parablu account prior to cancelling their Services.

      Appendix A
      STANDARD CONTRACTUAL CLAUSES
      (CONTROLLER-CONTROLLER) MODULE ONE
      And
      (CONTROLLER-PROCESSOR) MODULE TWO
      SECTION I
      Clause 1
      Purpose and scope

      (a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.

      (b) The Parties:

           (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and

           (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

           (iii) have agreed to these standard contractual clauses (hereinafter: “Clauses”).

      (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

      (d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

      Clause 2
      Effect and invariability of the Clauses

      (a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

      (b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

      Clause 3
      Third-party beneficiaries

      Module One – Controller-Controller

      Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

           (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

           (ii) Clause 8.5 (e) and Clause 8.9(b);

           (iii) Clause 12(a);

           (iv) Clause 13;

           (v) Clause 15.1(c), (d) and (e);

           (vi) Clause 16(e);

           (vii) Clause 18(a) and (b).

      (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.Module Two – Controller-Processor

      (a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

           (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

           (ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);

           (iiii) Clause 9(a), (c), (d) and (e);

           (iv) Clause 12(a), (d) and (f);

           (v) Clause 13;

           (vi) Clause 15.1(c), (d) and (e);

           (vii) Clause 16(e);

           (viii) Clause 18(a) and (b).

      (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

      Clause 4
      Interpretation

      (a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

      (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

      (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679

      Clause 5
      Hierarchy

      In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

      Clause 6
      Description of the transfer(s)

      The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

      Clause 7
      Docking clause

      (a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

      (b) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

      (c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

       

      SECTION II – OBLIGATIONS OF THE PARTIES

      Clause 8
      Data protection safeguards

      The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.


      Module One – Controller-Controller

      8.1 Purpose limitation

      The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:

           (i) where it has obtained the data subject’s prior consent;

           (ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

           (iii) where necessary in order to protect the vital interests of the data subject or of another natural person.

      8.2 Transparency

      (a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

           (i) of its identity and contact details;

           (ii) of the categories of personal data processed;

           (iii) of the right to obtain a copy of these Clauses;

           (iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

      (b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

      (c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

      (d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

      8.3 Accuracy and data minimisation

      (a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

      (b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.

      (c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

      8.4 Storage limitation

      The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.

      8.5 Security of processing

      (a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

      (b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

      (c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

      (d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.

      (e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.

      (f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.

      (g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

      8.6 Sensitive data

      Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter “sensitive data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

      8.7 Onward transfers

      The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

           (i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

           (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;

           (iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;

           (iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;

           (v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or

           (vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

      Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

      8.8 Processing under the authority of the data importer

      The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

      8.9 Documentation and compliance

      (a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.

      (b) The data importer shall make such documentation available to the competent supervisory authority on request.

       

      Module Two – Controller-Processor

      8.1 Instructions

      (a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

      (b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

      8.2 Purpose limitation

      The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

      8.3 Transparency

      On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

      8.4 Accuracy

      If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

      8.5 Duration of processing and erasure or return of data

      Processing by the data importer shall only take place for the specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

      8.6 Security of processing

      (a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

      (b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

      (c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

      (d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

      8.7 Sensitive data

      Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

      8.8 Onward transfers

      The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

           (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

           (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

           (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

           (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

      Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

      8.9 Documentation and compliance

      (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

      (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

      (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of noncompliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

      (d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

      (e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

      Clause 9
      Use of sub-processors

      Only applicable to Module Two – Controller-Processor

      (a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least within a reasonable time in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

      (b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

      (c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

      (d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

      (e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

      Clause 10
      Data subject rights

      Module One – Controller-Controller

      (a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.

      (b) In particular, upon request by the data subject the data importer shall, free of charge:

           (i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);

           (ii) rectify inaccurate or incomplete data concerning the data subject;

           (iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.

      (c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.

      (d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter “automated decision”), which would produce legal effects concerning the data subject or similarly significantly affect him / her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:

           (i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and

           (ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.

      (e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.

      (f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.

      (g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.


      Module Two – Controller-Processor

      (a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

      (b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

      (c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

      Clause 11
      Redress

      (a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

      (b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

      (c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

           (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

           (ii) refer the dispute to the competent courts within the meaning of Clause 18.

      (d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

      (e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

      (f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

      Clause 12
      Liability

      Module One – Controller-Controller

      (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

      (b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

      (c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

      (d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

      (e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

      Module Two – Controller-Processor

      (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

      (b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

      (c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

      (d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

      (e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

      (f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

      (g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

      Clause 13
      Supervision

      (a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

      Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

      Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

      (b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

      SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY
      PUBLIC AUTHORITIES

      Clause 14
      Local laws and practices affecting compliance with the Clauses

      (a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

      (b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

           (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

           (ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

           (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

      (c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

      (d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

      (e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

      (f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

      Clause 15
      Obligations of the data importer in case of access by public authorities

      15.1 Notification

      (a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

      • (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
      • (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

      (b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

      (c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

      (d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

      (e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

      15.2 Review of legality and data minimisation

      (a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

      (b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

      (c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

      SECTION IV – FINAL PROVISIONS

      Clause 16

      Non-compliance with the Clauses and termination

      (a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

      (b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

      (c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

           (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

           (ii) the data importer is in substantial or persistent breach of these Clauses; or

           (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

      In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

      (d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

      (e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

      Clause 17
      Governing law

      These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Irelands.

      Clause 18
      Choice of forum and jurisdiction

      (a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

      (b) The Parties agree that those shall be the courts of Irelands.

      (c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

      (d) The Parties agree to submit themselves to the jurisdiction of such courts.

       

      ANNEX I TO THE STANDARD CONTRACTUAL CLAUSES

      DETAILS OF THE PROCESSING

      A. LIST OF PARTIES

      1. Data exporter: The data exporter is the legal entity specified as “Customer” in the DPA. Customers are a controller.

      2. Date importer: The data importer is Parablu, Inc. Parablu, Inc. functions as a processor.

      B. DESCRIPTION OF TRANSFER

      The categories of data subjects, the transfer of special categories of data, and the types of personal data processed in the context of the Services provided by Parablu, Inc. depends on the content of the Files uploaded to servers by or on behalf of the Customer. The frequency and nature of the transfers between the Customer and Parablu, Inc. depends upon the Services requested and used by Customer. The purpose of the data transfer and further processing by Parablu, Inc. is for Parablu, Inc. to provide Services to Customer which are requested by the Customer.

      Processing operations
      Personal data will be processed in accordance with the Parablu Terms of Service and may be subject to the following processing activities:

      • (a) Storage and processing necessary to provide, maintain and improve the Services provided pursuant to the Term of Service; and/or
      • (b) Disclosure in accordance with the Terms of Service (including this DPA) and/or as compelled by applicable laws.

      Parablu processes Files for the duration it provides the Services to the Customer. When the Customer cancels its Parablu subscription and deletes its Parablu account, Parablu will delete the Files stored in accordance with the Parablu Terms of Service and will cease to be a processor of the Files.

      C. COMPETENT SUPERVISORY AUTHORITY

      The Ireland’s Data Protection Commission will be the competent supervisory authority, or as determined by Clause 13 in Appendix A as applicable.

      ANNEX II TO THE STANDARD CONTRACTUAL CLAUSES

      TECHNICAL AND ORGANISATIONAL MEASURES

      • Systems and Services Security: To ensure the ongoing confidentiality, integrity, availability, and resilience of Parablu systems and services, Parablu has implemented and maintains security controls including the secure disposal of data storage devices, maintaining an asset inventory, limiting access to source code libraries, segregating production and corporate environments, and protecting hosts by using firewalls and endpoint detection and response software.
      • Business Continuity and Disaster Recovery: To ensure the ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident, Parablu reviews and updates (as needed) our business continuity plan on an annual basis and upon significant organizational and environmental change.
      • Risk Management: To ensure the security of the data processing environment, Parablu regularly tests, assesses, and evaluates the effectiveness of technical and organizational measures. This is done through engaging independent third-party penetration testing services, subscribing to a third-party bug bounty program, performing internal and external vulnerability scans, performing static, dynamic, and software composition analysis tests, and remediating findings promptly.
      • Access Control: Parablu manages risks associated with user identification, authentication, and authorization by maintaining a formal access control policy, centrally managing user accounts, reviewing user access, and promptly revoking access when necessary.
      • Encryption: Parablu protects ​​personal data in transit and at rest through encryption. Files stored using the Personal/Business Backup service are encrypted prior to being sent to Parablu. Customers are provided the ability to encrypt data on the Parablu service using an encryption key that they may change at any time.
      • Physical Security: To ensure the physical security of locations at which personal data is processed, Parablu uses access control systems with logging, CCTV cameras, and other environmental safeguards.
      • Event Logging: Parablu has enabled logging in the application and infrastructure. To ensure that events are able to be monitored, Parablu has implemented an automated log collection and analysis tool.
      • System Configuration: To ensure system configurations are protected, Parablu restricts software installation to individuals who have an operational need.
      • Security Governance and Management: Parablu’s security governance and management includes a formal set of information security and privacy policies, communication of policies to workforce members, and regular policy reviews.
      • Data Quality: Parablu utilizes checksum and background integrity checks.

      Copyright

      © 2014–2021 Parablu, Inc. 1600, Duane Avenue, Santa Clara, CA 95054. All rights reserved. The information on this site is protected by copyright. You may not distribute, link, or reproduce by any means or in any form any portion of this website without prior written consent of Parablu.

      If any questions or doubts, mail us at info@parablu.com.

      Parablu Service Level Agreement

      This Service Level Agreement (“SLA”) is between Parablu, Inc. (“Parablu”) and users of our services (“Customer”). It governs access to, and use of, the Parablu cloud storage and the backup services (collectively, “Covered Services”). This agreement applies to all Parablu customers who have purchased a Parablu support plan.

      The following definitions apply to this SLA:

      • “User Account”is an individual user of the of one or more Covered Services paid for by Customer. Each User Account has a unique email address.
      • “User Downtime”means a User Account is not able to access a Covered Service to log in, upload data, select files, or download completed data restores/snapshots unless excluded by the SLA Exclusions below.
      • “User Downtime Period”means a period of one or more consecutive hours of User Downtime. Partial or intermittent hours of User Downtime will not be counted.
      • “Monthly User Downtime”is the total all User Downtime Periods in a given month.
      • “Monthly User Uptime Percentage”is computed as the total number of hours in a given month, minus the Monthly User Downtime for that month, divided by the total number of hours in that month.
      • “Permitted Downtime”means the Service is unavailable for customer use during a prescheduled period which has been announced at least 24 hours in advance. Unless otherwise communicated, scheduled downtime shall not be more than 2 hours per week, for major system configuration changes, upgrades, or normal maintenance.
      • “Sequential Days Without Service” means the number of sequential calendar days where our service has been unable for your organization’s systems to access.
      • “Service”means the Parablu backup and recovery service provided by Parablu to Customer under the Agreement.
      • “Service Credit” means either Access Related Service Credit or Performance Related Service Credit.
      • “Performance Related Service Credit” means the following:
      Sequential Days Without ServiceDays of Service added to the end of the Service term at no to Subscriber
      13
      27
      515
      • “Access Related Service Credit”means the following:
      Monthly Uptime PercentageDays of Service added to the end of the Service term at no charge to
      < 99.0% – >= 95.0%3
      < 95.0% – >= 90.0%7
      < 90.0%15

      Customer Request Service Credit

      In order to receive any of the Service Credits described above, Customer must notify Parablu within thirty days from the time Customer becomes eligible to receive a Service Credit. Send an email to support@parablu.com with the subject line “REQUEST for SERVICE CREDIT” to request a credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.

      Maximum Service Credit

      The aggregate maximum number of Service Credits to be issued by Parablu to Subscriber in a single calendar month shall not exceed fifteen days of Service.

      Update Notification

      Parablu reserves the right to alter this Service Level Agreement without advance notice. Enforcement of the new agreement will begin 30 days after the change. Changes with a significant impact will be communicated to paid Subscribers to the email address we have on file.

      Parablu SLA Exclusions

      The Parablu SLA does not apply to any services that expressly exclude this SLA (as stated in the documentation for such services) or any performance issues that: (i) are related to acts of nature, forces or causes beyond our reasonable control, strikes, labor disputes, riots, insurrections, civil disturbances, explosions, acts of god, war, governmental actions, or orders of domestic or foreign courts or tribunals; (ii) result from lack of availability of third-party APIs, or, (iii) result from a deficiency in the Customer’s network or public infrastructure.

      Parablu Technical Support Agreement

      Incident Management

      Parablu support can be contacted 24×7 via support@parablu.com.  Paying customers also receive credentials to login to our support portal at https://support.parablu.com to gain access to our incident tracking system, our latest documentation, and knowledgebase.  Support incidents are classified based on priority and are worked on by the Parablu support team in that order.

      In case of multiple concurrent support requests, each having the same priority, the priority procedure to handle these requests will be determined in consultation with GIL’s team. Parablu can work with the customer nominated SPoC or designated employee to arrive at an acceptable resolution plan.

      1.1 Ticket Classification

      Ticket PriorityDescription
      NormalProblem resulting in no interruption to normal operations – No business impact
      MediumProblem resulting in minimum interruptions to normal operations – No business impact
      HighProblem causes interruptions to normal procedure.  It doesn’t prevent the operation of a production system or there could be a minor degradation in performance.
      UrgentProblem results in serious interruptions to a Production System (single BluKrypt/ParaCloud) but overall system still works, although with serious impact in performance.
      CriticalProblem results in extremely serious interruptions to multiple production system and has already affected the entire user community.

      1.2 Ticket Response and Resolution Time

      Ticket PriorityInitial Response Time (In hours)Response Update Frequency (In hours)
      Normal24168 (weekly)
      Medium1248
      High824
      Urgent48
      Critical24

       

      Response time is the time interval taken for Parablu support team or the concerned team to respond back to the ticket.

      Resolution or quick work around will try to be provided as soon as possible.  But in cases, where a software patch is required, the time and plan will be mutually agreed between the customer  SPoC and Parablu’s support team.

      Response Update frequency is the frequency in which ParaBlu support team will update the customer’s SPoC (or designated employee) about the status of the issue.

      Resolution time is the total time taken from ticket creation to resolution and restoration of service to the user. Service may be restored either by a workaround or by a permanent solution.

      All times are business hours on Parablu business days (10:00 AM – 6:00 PM IST), excluding weekends

      Support Scope

      • First level Support (L1) will be provided by the customer’s internal Helpdesk
      • Level 2/3/4 Support will be provided by the Parablu technical support team

      1.3  L1 Support

      The L1 support team are the first point of contact with actual end users. They handle all informative and how-to types of questions from end users. They perform the initial level of trouble shooting to identify the problem and ensure that it is a product problem and not related with infrastructure / user rights.

      In case of a product bug, the Helpdesk team will escalate the issue to Parablu’s support team via an email to support@parablu.com, or via the https://support.parablu.com portal.  In all cases the ticket should be accompanied by relevant logs and a description of steps followed until then to troubleshoot.

      1.4  L2 Support

      Parablu’s L2 support team will respond back to the customer on the intial support request within the specified time frame.  They will work with the customer’s  support desk to decide whether the issue in the working of the product or if it is related to infrastructure or configuration.  They may request additional logs or in some cases, remote access to a particular endpoint system for further troubleshooting.

      1.5  L3 Support

      The L3 Support team are SME’s in their area of work and will assist the L2 Support team for solving complex or new issues. They are responsible in reviewing the Support Ticket with L2 team, assessing the time already spent by on the issue raised and prioritizing the ticket so that time is managed optimally.

      1.6 L4 Support

      The L4 Support team are engineers and developers of the product.  If a problem has been clearly diagnosed to be an issue with the product’s working, which requires a patch or a software update, they will work on those as identified by L3 team.

      Cloud services

      Parablu’s fully hosted “Backup as a Service” (BaaS) doesn’t require any on-premise infrastructure to be set up in the form of compute or storage.  Only the BluVault backup agent will need to be distributed to all the user endpoints.  This can be accomplished using SCCM, AD GPO or any other suitable mass deployment mechanism.

      The customer’s backup administrators will exercise complete control over their backup operations using the web-based management console they get access to.  More administrators can be added as well as delegated administrators with limited rights (for example to manage specific locations or departments).  Users can be provisioned/de-provisioned using Parablu’s Azure Active Directory connector – or can be managed using Parablu’s native namespace.

      Administrators can create policies which define all aspects of backup behavior and assign users to these policies.  Even very large numbers of users spread out over multiple geographies can easily be managed with a handful of policies.

      Parablu’s hosted services span the globe and can provide multiple points of presence.  Users, no matter which part of the world they work in, will by default, back up to the closest Backup tenant detected by the endpoint agent.

      Parablu’s software is hosted in data centers which are ISO 27001 and ISO 90001 certified, with SLAs of 99.9% data availability.

      Upon expiration or termination of the subscription, at the customer’s written request made within Fifteen (15) days after expiration, Parablu will provide the customer with temporary and limited access to the data restore functionality for a period of Thirty (30) days, solely for the customer to retrieve data (but not any other purpose).  After such Thirty (30) day period, Parablu will have no obligation to maintain or provide access to such data retrieval and shall thereafter, unless legally prohibited, delete all customer data in its possession or control.

      Performance Measurement

      Parablu’s management console is designed to equip Administrators with all the information they need to execute successfully on their backup strategy.  Backup History reports, Overview reports, Backup summaries – and several tools are available for an Administrator to easily track data protection performance.

      Reports can be run on demand, downloaded as PDF/xls, or even scheduled to be run at frequent intervals and automatically emailed to Administrators.

      End-user email reporting can also be enabled – to allow end-users a transparent view as to how their backups are performing on a weekly basis.

      A good way to get a high-level view of backup performance across the customer’s entire backup tenant would be for the customer’s backup administrators to pull a User Backup Summary report every day.  It gives a view for how many endpoints are configured, how many are actively in contact with the BaaS cloud, and how many are actively being protected.  If these #s are getting lower than a threshold (such as 90%) it is important to drill down and take action.

      For a drill down, the Backup Overview Report is very handy.  This gives backup administrators a comprehensive view of each user, their devices, and detailed backup status for each with dates, sizes, and times taken.

      It is important to note that backup and restore performance can be highly variable depending on a number of factors – and needs to be monitored frequently.   A number of these reasons are usually unrelated to the software, but could be infrastructure or user related.

      A few reasons backups may stop working are:

      • A new device may have been provisioned to a given user, but without the backup agent installed.  The old device is off and not actively being backed up.
      • Changes in networking rules – such as firewall whitelists, client proxies, Windows firewall etc. may be preventing the backup agent from connecting to the BaaS in the cloud.
      • Security software on the endpoint – Anti-virus, Anti-malware, EDR, etc. may be interfering with the backup agent’s working.
      • The end-user may be frequently stopping or pausing the backup.  Or they may have uninstalled the software.
      • Backup policies may have been changed to disallow certain folders are file types – via exclusions or filters
      • Backup schedules may have been modified to become less frequent

      A few reasons backups and restores might be performing slower than desired:

      • Poor or very slow network links connecting the endpoint to the internet.
      • An excessively high network throttle setting (i.e. a very low Mbps or Kbps value) set in the backup policy.
      • A poor Wi-Fi connection that frequently stops and starts.
      • Slowness in the Microsoft 365 tenant (in the case of M365 backups or backups using OneDrive as a backup target).

      The Parablu Tech Support team is of course always available, and can help the customer narrow down and identify root cause if necessary.

      Periodic restore drills are recommended to confirm correct working.  Parablu’s technical support team will be standing by to support in case the customer faces any issues during such restore drills.

      The following are the best ways to reach Parablu’s technical support team:

      1. https://support.parablu.com – login with your credentials and open a ticket
      2. Email support@parablu.com – with a clear description of the problem you’re facing along with screenshots if possible.
      3. Failing the above methods, the customer may use the escalation matrix supplied to them by the Parablu support team at the time they were onboarded.

      End User License and Limited Warranty Agreement

      IMPORTANT- READ CAREFULLY: THIS SOFTWARE LICENSE AGREEMENT (“LICENSE AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN PARABLU INC. A CALIFORNIA CORPORATION (HEREINAFTER REFERRED TO AS THE “COMPANY”, “PARABLU”, “Parablu”, “WE”, “US” OR “OUR”) AND ANY PERSON, COMPANY OR BUSINESS ENTITY WHO IS USING PARABLU’S SOFTWARE PRODUCT(S), WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, AND “ONLINE” OR ELECTRONIC DOCUMENTATION (“SOFTWARE” OR “Software”) AND/ OR HAS LICENSED THIS SOFTWARE (HEREINAFTER REFERRED TO AS “CUSTOMER”, “YOU”, OR “YOUR”).  BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, CUSTOMER AGREEs TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AND ANY FUTURE AMENDMENTS AND ADDITIONS TO THIS LICENSE AGREEMENT AS PUBLISHED FROM TIME TO TIME AT www.parablu.com/legal OR AS OTHERWISE NOTIFIED BY THE COMPANY. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CUSTOMER SHOULD NOT INSTALL OR USE THE SOFTWARE. CUSTOMER SHALL INFORM ALL USERS OF THE SOFTWARE OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

      License

      This LICENSE AGREEMENT, grants CUSTOMER, a non-exclusive, non-transferable, non-sub-licensable, fee-bearing, limited worldwide license to use the Software under the terms and conditions stated herein. You agree that this Software is licensed, not sold to the CUSTOMER. CUSTOMER agrees that all upgrades, enhancements, adaptations, modifications, translations, maintenance releases, patches, bug-fixes or other modifications to the Software provided shall be governed by the terms and conditions, including the Limited Warranty (defined hereinafter), exclusive remedies and limitations of liability provisions, contained in this LICENSE AGREEMENT, or the then current version.  PARABLU reserves the sole right to modify the terms and conditions of this LICENSE AGREEMENT or its policies relating to the Software  at any time, effective upon posting of an updated version of this LICENSE AGREEMENT on PARABLU’s website or any other notification.  Continued use of the Software after any such changes shall constitute CUSTOMER’s consent to all such changes. Except as otherwise provided herein, the license granted herein shall be for the period of time as specified in the invoice issued to the CUSTOMER. This LICENSE AGREEMENT shall be in effect for such period of time or until terminated except as expressly otherwise provided herein.

      Effect of License Expiration / License Termination

      CUSTOMER may terminate this LICENSE AGREEMENT at any time by stopping the use of the Software and destroying all copies of Software and corresponding documentation.

      This LICENSE AGREMEENT will terminate immediately without notice from PARABLU if CUSTOMER fails to comply with any Material Terms of this LICENSE AGREEMENT as mentioned herein above.  The Software may automatically deactivate and become non-operational at the end of that period, or on non-payment of the subscription fee per the terms of the invoice, and CUSTOMER will not be entitled to receive any feature or content updates to the Software unless the license subscription is renewed.

      Upon expiration or termination of this LICENSE AGREEMENT, CUSTOMER will immediately cease all use of the Software and delete (or, at PARABLU’s request, return) all related documentation, passwords, and any PARABLU software in its possession.

      In the event of a fully hosted subscription, where the infrastructure and/or storage required for the solution is being provided by PARABLU, upon expiration or termination of this LICENSE AGREEMENT, PARABLU will have no obligation to maintain or provide access to data retrieval and shall thereafter, unless legally prohibited, delete all such CUSTOMER Data in its possession or control.

      Consideration

      In consideration of the rights granted to use the Software under this LICENSE AGREEMENT, CUSTOMER shall pay to PARABLU or the Licensor from whom CUSTOMER licensed the Software,  a perpetual license price or the periodic subscription amount in accordance  with the invoice issued to the CUSTOMER.  CUSTOMER expressly agrees that all payments made by the CUSTOMER under this LICENSE AGREEMENT are firm and not refundable.

      CUSTOMER may: (i) use the Software, in numbers equal to the number of licenses purchased for all items; (ii) make copies of the Software, documentation or other user information accompanying the Software solely for back-up purposes, provided such back-up copies are only utilized as a replacement for the original copy on the same computer that the Software was previously installed; and, (iii) make a copy or print documentation provided in electronic form for internal use. CUSTOMER must incorporate all copyright and other notices included on the materials on any copies or partial copies that CUSTOMER makes, (iv) use the Software only for lawful purposes and not use the Software for any fraudulent purposes, (v) keep secure and confidential the account password or any identification PARABLU provides CUSTOMER which allows access to the Software.

      CUSTOMER shall not: (i) make a copy of any of the Software for any purpose not explicitly permitted herein; (ii) provide commercial hosting services, sell, sublicense, rent, loan or lease the Software to another party, without the prior written consent of PARABLU; (iii) except to the extent that such a prohibition is expressly prohibited by law, decompile, disassemble, reverse engineer or modify, in any manner, any of the Software; (iv) transfer or assign CUSTOMER’s rights to use the Software; (v) use the Software in violation of applicable local, federal or other laws or regulations; (vi) use the Software for any purpose other than as permitted in this LICENSE AGREEMENT, (vii) use someone else’s copyrighted or trademarked work with the Software, if CUSTOMER is not permitted to use it, (viii) use any pirated version of the Software or share the Software with a third party without the prior written permission of PARABLU, (ix) attempt to impair the operation of the Software, (x) try to harm the Software in any way whatsoever, (xi) modify, alter, or remove the copyright identifications, the trademarks, or any other intellectual property notice appearing on or included in the Software or which enables to identify the Software.

      CUSTOMER agrees that PARABLU and/or its licensors may, for business purposes, collect, process, and use technical information gathered as part of any product support services provided to the CUSTOMER, related to the Software and any other technical information CUSTOMER provides to PARABLU provided that such information does not personally identify the CUSTOMER.

      All title and intellectual property rights in and to the Software and any copies CUSTOMER is permitted to make herein, are owned by PARABLU and/or its licensors and is protected by United States and other country patent, copyright, trade secret, and other laws and by international treaty provisions.

      Acceptance of the Software occurs upon grant of a license certificate by PARABLU. PARABLU and/or its licensors retain ownership of the Software. No rights are granted to CUSTOMER other than a license to use the Software upon the terms expressly set forth in this LICENSE AGREEMENT. Such licensors, in addition to any other rights or remedies available to them, are third party beneficiaries of this LICENSE AGREEMENT for their respective software and may have the right to enforce such terms against CUSTOMER. The structure, sequence, organization and source code of the Software are valuable trade secrets of PARABLU and/or its licensors.

      Any reports regarding CUSTOMER’s use of the Software and any other usage information, results, comments, or suggestions provided by CUSTOMER to PARABLU regarding the Software (collectively, the “Feedback”) shall be deemed non-confidential information of CUSTOMER and shall not be treated as ‘confidential information’ by CUSTOMER. This Feedback may be used by PARABLU to improve the Software and its performance and also to prepare data analysis on the usage of the Software among its users. By using the Software CUSTOMER agree that Parablu shall on occasions, at its sole discretion, provide the Feedback information to third parties during its business operations.  By providing Feedback, CUSTOMER grants and assigns to PARABLU, under CUSTOMER’s intellectual property rights and other ownership rights, a worldwide, royalty-free, irrevocable, and non-exclusive license, with the right to sublicense to PARABLU’s Licensees and customers, the rights to use and disclose the Feedback in any manner Parablu chooses, and to display, perform, copy, make, have made, use, sell, and otherwise dispose of PARABLU’s products embodying the Feedback in any manner and via any media PARABLU or its sub-licensees choose, without obligation to the CUSTOMER. To the extent that CUSTOMER may acquire by operation of law or equity, any right, title, or interest, including any intellectual property rights, in or to the Feedback, or any modifications, or developments related thereto, CUSTOMER hereby assigns to PARABLU CUSTOMER’s entire right, title, and interest, including all intellectual property rights, therein and thereto, and agrees to execute any necessary documents as reasonably required and requested by PARABLU in connection with the foregoing. The above provisions and rights granted regarding title and intellectual property rights associated with the Software and the Feedback shall survive termination of this License Agreement.

      Intellectual Property Ownership

      PARABLU alone shall own all right, title and interest, including all related intellectual property rights, in and to the Software and any suggestions, adaptation, translation, modification, ideas, enhancement requests, Feedback, recommendations or other information provided by CUSTOMER relating to the Software. The LICENSE AGREEMENT is not a sale and does not convey to the CUSTOMER any rights of ownership in or related to the Software, or any intellectual property rights owned by the PARABLU. The COMPANY name, the COMPANY logo, and the product names associated with the Software are trademarks of PARABLU or third parties, and no right or license is granted to the CUSTOMER to use them. All rights not expressly granted hereunder are expressly reserved by PARABLU. Save and except the Feedback as defined above, CUSTOMER owns, and will continue to own all rights, title and interests in and to any inventions however embodied, know how, works in any media, software, information, trade secrets, materials, property or proprietary interest that CUSTOMER owned prior to this LICENSE AGREEMENT, or that CUSTOMER created or acquired independently of CUSTOMER’s dealings with the other party pursuant to this LICENSE AGREEMENT (collectively, “Pre-existing Works”).

      Third Party Interactions

      During use of the Software, CUSTOMER may enter into correspondence or an activity with third parties. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between CUSTOMER and the applicable third-party. PARABLU and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction between CUSTOMER and any such third party. PARABLU does not endorse any sites on the Internet that may be linked through the Software, and in no event shall PARABLU or its licensors be responsible for any content, services or other materials on or available from such sites or third parties. PARABLU provides the Software to CUSTOMER pursuant to the terms and conditions of the LICENSE AGREEMENT. CUSTOMER recognizes, however, that certain third-parties may require CUSTOMER’s agreement to additional or different terms and conditions prior to CUSTOMER’s use of or access to their services, and PARABLU disclaims any and all responsibility or liability arising from such agreements between You and the third parties.

      Audit Rights

      CUSTOMER agrees that, upon a three (3) business days’ written notice given to CUSTOMER, PARABLU or a third party appointed by PARABLU, may at its own cost, inspect and audit CUSTOMER’s records and/or premises, to ensure that CUSTOMER’s use of the Software complies with the terms and conditions of the license granted under this LICENSE AGREEMENT. CUSTOMER agrees to co-operate with PARABLU or the third party appointed by PARABLU so that such audit can be carried out. In the event, CUSTOMER does not co-operate with PARABLU or the third party appointed by PARABLU for such audit, then the audit team shall determine the extent of unauthorised usage based on the information available and such audit report shall be final and binding on CUSTOMER.

      If the audit reveals any unauthorized use of the Software, CUSTOMER shall immediately take steps to correct such use and pay the due amount for the additional licenses that would have been necessary for CUSTOMER’s use of the Software in compliance with the terms of this LICENSE AGREEMENT, the due amount being the then current price of the additional licenses. CUSTOMER agrees that the foregoing right of raising invoices for unauthorized use of the Software is without prejudice to any other legal remedies available to PARABLU under law. This audit right shall remain in force for two (2) years after the termination or expiration of this LICENSE AGREEMENT for any reason whatsoever.

      Indemnification

      By entering into this LICENSE AGREMENT and using the Software, CUSTOMER agrees that, at CUSTOMER’s own expense, CUSTOMER shall defend, indemnify and hold PARABLU, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities, interests, fines, penalties, and expenses (including attorneys’ fees and costs) arising out of or in connection with:

      1. CUSTOMER’s violation or breach of any Material Term of the LICENSE AGREEMENT and/ or any applicable law and/ or regulation, whether or not referenced herein; or
      2. CUSTOMER’s use of the Software which is not in accordance with this LICENSE AGREEMENT; or
      3. Injuries or death to persons or damage to tangible property in any way arising out of or caused by CUSTOMER’s negligence.

      Technical Support

      PARABLU shall provide CUSTOMER with technical support services in consideration for the subscription payment or in consideration of an annual support fee. CUSTOMER shall have the right to receive bug fixes and upgrades to minor versions of the Software. PARABLU, at its sole discretion, may make new features, and major release versions available during the term of the subscription agreement. Additionally, PARABLU may modify the terms and conditions that apply to CUSTOMER’s use of the Software to reflect such updated versions of the software and CUSTOMER agrees to such updated terms.

      Software provided as “Not for Resale”/“Beta”/“Demonstration”/“Test”/“Evaluation”

      If the Software is provided to CUSTOMER for beta, demonstration, test or evaluation purposes or is labelled “Not for Resale,” then, notwithstanding anything to the contrary in this LICENSE AGREEMENT: (i) The licenses granted herein shall be for a term of thirty (30) days (the “Evaluation Period”) unless otherwise agreed to in writing by PARABLU, and PARABLU reserves the right to terminate this LICENSE AGREEMENT or any licenses granted hereunder immediately upon written notice at its convenience; (ii) CUSTOMER’s use of the Software is limited to use for demonstration, test or evaluation purposes, and CUSTOMER may not resell or otherwise transfer the Software; (iii) CUSTOMER agrees to keep confidential and not to disclose or otherwise make publicly available any information related to the Software, including, but not limited to test results, characteristics, and performance of the software; (iv) CUSTOMER agrees not to copy the Software and not to provide a copy of the Software to any other party; (v) CUSTOMER agrees not to use the Software in a production environment or for production data processing purposes, and that any use of the Software in a production environment or for production data processing purposes is at CUSTOMER’s sole risk to backup data and take other appropriate measures to protect your computer programs and data; and (vi) CUSTOMER agrees to immediately, on or before the end of the Evaluation Period, promptly remove, destroy, and erase from computer memory and storage media any installed copy of the Software, and return the Software to PARABLU together with all documentation and other materials provided by PARABLU. Limited duration licenses, site licenses, beta, evaluation, test or demonstration Software products are delivered “AS IS” without a warranty of any kind. PARABLU shall have no obligation to support, maintain, or provide other assistance regarding any limited duration licenses, site licenses, beta, evaluation, test, or demonstration Software products. IF THE SOFTWARE IS PROVIDED TO CUSTOMER FOR BETA, DEMONSTRATION, TEST, OR EVALUATION PURPOSES OR IS LABELED “NOT FOR RESALE,” IN NO EVENT WILL PARABLU BE LIABLE FOR ANY DAMAGES FOR ANY CAUSE OR FOR ANY CLAIM BY BORROWER OR FOR ANY THIRD PARTY CLAIM, INCLUDING BUT NOT LIMITED TO ANY DIRECT DAMAGES, ACTUAL DAMAGES, LOST PROFITS, LOST DATA, LOST SAVINGS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF PARABLU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      Note on JAVA Support

      THIS SOFTWARE PRODUCT MAY CONTAIN SUPPORT FOR PROGRAMS WRITTEN IN JAVA. JAVA TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF JAVA TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

      Prerequisites

      CUSTOMER acknowledges that CUSTOMER has been made aware of the technical pre-requisites such as hardware and software required to run the Software, prior to the conclusion of this LICENSE AGREEMENT.

      CUSTOMER is responsible for and in charge of the purchase, the use and the upgrade/maintenance of any third party’s software license/hardware required for the running of the Software.

      Limited Warranty

      With the exception of Software provided to CUSTOMER for beta, demonstration, test or evaluation purposes or that is labelled “Not for Resale, PARABLU warrants that the Software licensed hereunder shall be new and shall operate substantially in accordance with how it was advertised, for a period of thirty (30) days from the date of the grant of License by PARABLU (hereinafter the “Warranty Period“). If, during the Warranty Period, CUSTOMER believes the Software to be defective, CUSTOMER must immediately notify PARABLU in writing and follow PARABLU’s instructions regarding the return of such Software. PARABLU’s sole liability to CUSTOMER, shall be, at PARABLU’s option, (i) repair or replacement of the Software which does not comply with this Limited Warranty, or (ii) return of the amount paid by CUSTOMER for the Software which does not comply with the Limited Warranty.  In the event PARABLU determines that the software product is in compliance with this Limited Warranty, CUSTOMER shall pay the cost of all charges associated with the inspection and shipment of such Software by PARABLU.

      Non-Solicitation

      CUSTOMER shall not solicit nor directly employ, any of PARABLU’s personnel, during the term of this agreement and during the Six (6) months thereafter, without a prior written consent from PARABLU.

      Governing Law and Jurisdiction

      The export of the Software may be restricted by the export control laws of the United States of America and other countries. CUSTOMER agrees to comply strictly with all such regulations which are applicable to CUSTOMER and acknowledges that CUSTOMER as the licensee of the Software has the responsibility to obtain licenses to export, re-export, or import Software as may be applicable to licensees of such Software, whether or not referenced herein. This LICENSE AGREEMENT shall be governed by the laws of California, USA without regard to any provisions concerning the applicability of the laws of other jurisdictions. Unless CUSTOMER has signed a separate License Agreement with PARABLU, this LICENSE AGREEMENT is the complete and exclusive statement of CUSTOMER’s agreement with PARABLU with respect to the subject matter hereof and supersedes all prior agreements.

      If any provision of this LICENSE AGREEMENT is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this LICENSE AGREEMENT shall remain in full force and effect.

      CUSTOMER and PARABLU agree that any legal disputes or claims arising out of or related to LICENSE AGREEMENT (including but not limited to the use of the Software, or the interpretation, enforceability, revocability, or validity of the LICENSE AGREEMENT, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the state in which LICENSE AGREEMENT was performed. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules, or as otherwise mutually agreed by you and PARABLU. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. CUSTOMER and PARABLU agree that any claim, action or proceeding arising out of or related to the LICENSE AGREEMENT must be brought in CUSTOMER’s individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective, or class proceeding.

      Disclaimer

      PARABLU DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE. THIS LIMITED WARRANTY PROVIDED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES. PARABLU AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND PARABLU AND ITS LICENSORS EXPRESSLY EXCLUDE AND DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES OR  THE PROVISIONS SET FORTH IN THIS LICENSE AGREEMENT  STATE PARABLU’S AND ITS LICENSORS’ ENTIRE RESPONSIBILITY AND CUSTOMER’s SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF ANY WARRANTY.

      No Consequential Damages

      NEITHER PARABLU, NOR ANY OF ITS LICENSORS, WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER OR ANY OTHER PARTY, FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF INFORMATION OR DATA OR ANY OTHER SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR FAILURE TO MEET ANY DUTY INCLUDING GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE, FOR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) REGARDLESS OF THE FORM OF ACTION OR RESULTING FROM THE LICENSE OF SOFTWARE PRODUCTS OR USE BY CUSTOMER OR ANY OTHER PARTY OF SUCH PRODUCTS, OR INABILITY TO USE THE SOFTWARE AND EVEN IF PARABLU OR ANOTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF THIS LIMITED WARRANTY.

      Limitation of Liability

      IN THE EVENT PARABLU OR ITS LICENSORS ARE SUBJECT TO ANY LIABILITY IN CONNECTION WITH THE SOFTWARE PRODUCTS FOR ANY REASON WHATSOEVER WHETHER ARISING FROM BREACH OF CONTRACT OR OTHERWISE NEITHER PARABLU’S LIABILITY NOR THE LIABILITY OF ITS LICENSORS SHALL EXCEED THE SUM PAID BY CUSTOMER TO PARABLU FOR THE SOFTWARE PRODUCT WHICH WAS FOUND TO HAVE NOT COMPLIED WITH THIS LIMITED WARRANTY. CUSTOMER’s AGGREGATE MONETARY LIABILITY, FOR ALL CLAIMS AND DAMAGES ARISING OUT OF THIS LICENSE AGREEMENT, REGARDLESS OF THE FORM OF ANY SUCH CLAIM, INCLUDING COSTS, ATTORNEYS’ FEES AND EXPENSES WHERE APPLICABLE, SHALL BE LIMITED ONLY TO THE FEES PAID FOR SUCH SOFTWARE.  THIS LIMITATION SHALL APPLY EVEN IF PARABLU OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY.

      Force Majeure

      PARABLU will be excused from performance of its obligations under this agreement to the extent that performance is rendered impossible by earthquake, fire, flood, governmental action, pandemic, labor disruptions, supplier failures, or any other event or circumstance beyond PARABLU’s reasonable control.

      United States Government and DOD 

      This article applies to all acquisitions of this Software by or for the Federal Government. By accepting delivery of this Software, CUSTOMER hereby agrees that this software qualifies as “commercial computer software” as that term is used in the acquisition regulation(s) applicable to this procurement. The terms and conditions of this LICENSE AGREEMENT shall pertain to the Government’s use and disclosure of this Software, and shall supersede any conflicting contractual terms and conditions. If this LICENSE AGREEMENT fails to meet the Government’s minimum needs or is inconsistent in any respect with Federal procurement law, the Government agrees to return this software, unused, to PARABLU.

      All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

      Trademark Acknowledgment

      Parablu, Parablu Systems and logo, ParaCloud, Blu-Cloud, BluSync, BluDoD, BluTrak, BluChek, BluSafe, BluVault, BluKrypt, and “The Cloud You Can Trust” are trademarks, and may be registered trademarks of Parablu Inc.

      Patent Acknowledgment

      This Software is covered by patent 9282168 and pending non-provisional patent application 50533-4-01-US filed with the USPTO.

      Copyright Acknowledgment

      © 2012-2020 Parablu Inc. All rights reserved.

      Privacy Policy 

      At Parablu, we hold data security and privacy to a high standard and our updated privacy policy reflects our commitment to protecting data, everywhere it lives, per the GDPR as well as the US-EU Privacy Shield regulations. Here, we describe how we collect, use, and handle your personal information when you use our website and services.

      We encourage you to read our data protection and privacy policy and should you have questions and feedback about our data protection and data privacy practices, feel free to write to us at info@parablu.com.

      Who we are

      Parablu services are provided by Parablu Inc. (a California Corporation with Entity #C3701405; Registered address: 1600, Duane Avenue, Santa Clara, CA 95054) and its subsidiary Parablu Systems Private Limited, based in Bangalore, India.

      We are a provider of secure data management services and provide solutions for data backup, archiving, content collaboration and secure file sharing.  Our solutions can be deployed as licensed software by organizations on their infrastructure, or used as managed services we host using hosting providers such as MicrosoftLinodeDigital Ocean etc.

      Please note that If you are using the Parablu managed services platform then your company assumes the role of the data controller and Parablu is the data processor.

      What information do we collect?

      We may collect information consisting of your name, email address, phone number or, mailing address in one or more of the following ways.  Not all the methods listed below collect all the above information, but each of them might gather a subset of the above information.

      1. Information submitted by you on our website

      The information you provide to us when you do such things as request a product demo, register for a webinar, create an account on the Parablu managed services platform, use our platform, upgrade your plan, download and/or access information listed on our website, and interact with our sales and/or customer support teams via the official website, support website, and/or other channels of communication. The information thus collected is used to rightfully associate you with a Parablu account and the services you are entitled to as a result. It is solely your decision to share any personal information with us and our processing of such data will be based on your consent and preferences you indicate.

      2. Information we collect via your interaction with our website

      When you visit the Parablu website, we may use cookies, pixel tags, and other information gathering technologies for a variety of purposes, such as to provide, improve, protect, and promote our content and services. These technologies may provide us with some personal data, in addition to information about your choice of devices and networks to access our website, and other information regarding your interactions with our site. You can set your browser settings to not accept cookies, but this may limit your ability to see our content and use our services.

      Unless you choose to explicitly identify yourself through activities such as filling a demo request form, contact form or responding to a promotion, the data we obtain from your use of the website through information gathering technologies is not personally identifiable information.

      3. Information we receive from third parties

      We may obtain information about you from one of our resellers, distributors, partners or even an existing customer in the course of our selling or marketing efforts. We may also receive information about you and your activities on our site from third-party vendors, including our ad partners, assuming they have obtained consent and/or data sharing preferences from you before doing so.

      4. Information we obtain from you because you use our product or service

      We may need to obtain information about you because you’ve signed up to be a customer and we need your information to perform a commercial transaction – such as invoicing, billing, etc., or provide technical support.

      Who processes your personal data?

      Personal information shared with Parablu and/or with official Parablu representatives is typically processed by Parablu Inc. and Parablu Systems Private Limited.

      Some of the activities of Parablu are outsourced to third-party sub-processors. These entities may use your data when acting on behalf of Parablu Inc. for purposes content promotion, email communication, analytics, etc.

      LinkedIn (to promote our content and services), Twitter (to promote our content and services), Facebook Ads Manager (to promote our content and services) and YouTube (by clicking an embedded YouTube video your data is tracked and processed by YouTube ).  It is assumed that these partners have obtained consent and/or data sharing preferences from you before sharing your information with us.

      Other sub-processors with whom we share information such as Hubspot (as CRM), Mailchimp (to email communications related to products and services) and Klenty (for email communications related to products and services). Their agreements with us clearly state they will not sell, lease, or rent your information to anyone.

      How do we use your information?

      Please note that we will never sell your personal data to third parties.

       Depending on the preferences you have communicated to us via your interaction with our website and/or our services we may process your personal information for several purposes.

      1. For providing our services

      To provide our services in a secure, meaningful, and reliable manner, we will use your personal information for account creation, profile verification, account verification, and account maintenance.

      2. For improving our platform and services

      We aggregate the feedback you provide us as well as statistics around your usage of the site and/or the platform to understand patterns of usage, areas of improvement and service enhancement. We may also use your personal information for internal research and development purposes.

      3. For billing purposes

      We may use your billing details to process and complete transactions and share communication-related to the billing activities, including (but not limited to) invoices and transaction success confirmations.

      4. For communication purposes

      We may use your information to send legal, administrative, and technical communication and collateral. We may use your personal information to customize the content, business information and user experience. If you’ve opted in, we may use your personal information to send push notifications to your device to communicate new service features and offerings. To opt-out of push notifications, you may edit the settings on your personal device and/or browser. If you’ve opted in, we may also use your personal information such as email and phone number,  to send you relevant marketing communications, including newsletters and promotional content about our products, services, and events. To opt-out of our marketing communications or to manage your preferences, you can write to us at info@parablu.com

      5. For legal and regulatory compliance purposes

      Wherever required by law or where deemed essential to the protection of our legal rights, we may use your personal information for compliance and audit purposes, regulation mandates, and legal claims.

      6. For other purposes

      We may use your personal information for purposes other the ones cited here; purposes for which we obtain your consent and require our partners to obtain your consent wherever necessary and per the laws of the land.

      How do we share your personal data with third parties?

      We may share your personal data with third-party service providers per this policy document.

      We may also need to share some personal information we obtain from your use of our website and services for legal compliance, protecting your safety, backup, billing, payment processing, analytics, service development, etc. Our third-party service providers are required to use the personal data that we share with them solely in connection with the services they provide to us.

      We may also share personal data with third parties when we have your consent to do so, such as when you use our services to share content or files with a third-party. When someone accepts an invitation from you to view, use or engage with any part of the content encrypted using Parablu service(s), such content goes out of your control and remains accessible to the person, subject to the extent you granted access. Considering this, we ask you to pay special attention with whom you share your encrypted content and files.

      Also, we may post testimonial(s) provided by you on our website that may contain some personal information, such as your name and designation. If you wish to update or delete your testimonial, you can contact us at info@parablu.com

      How do we store and protect your personal information?

      We take appropriate organizational and technical measures to protect your personal data against accidental loss, destruction, unauthorized access, unlawful alteration and theft.

      Data collected by Parablu is protected using the company’s proprietary secure container technology, BluKrypt™. In this secure container, your data is safe both in-transit and at rest, protected by strong encryption. Even in cases where we use cloud-based storage to store your data, we use encryption with strictly enforced segregation of duties to ensure that your data is safe and secure.

      Data we process as a result of you using our product or managed services is never used by Parablu and is never accessed without your explicit permission. Your encrypted data and corresponding encryption keys are in your control and you may modify them at any time using our management console.

      Parablu’s solutions have been designed to keep your data safe by allowing decryption of data only when the data controller requests it with sufficient authentication. The data controller also has the ability to control and modify the encryption keys at will and at any point in time.

      Further, our employees are bound by strictly enforced confidentiality agreements to ensure a safe environment for collaboration and product development.

      How long will we retain your personal information?

      We will retain your data for as long as it is required to fulfill the purposes cited in this privacy document or if required and permitted by appropriate laws and regulations.

      How long do we retain your encrypted content?

       If you are a user of our managed services, you can access, edit your encrypted content, delete your encrypted content, or modify the policies that control the retention of the encrypted content, the way you deem fit. If you choose to delete encrypted content, it is permanently deleted from our servers and the storage container as well.

      You acknowledge that if you share all or a part of any encrypted content using our service with any person who uses your link to access the data, such content could go out of your control and might remain accessible by such person to the extent of the access you granted, even if you select to delete or remove your encrypted content. Considering this, we request that you pay special attention to who you share your encrypted content with.

      Your rights

      You may ask us to, under reasonable circumstances,

      • produce information about your personal data that our processors or we maintain about you,
      • amend your personal data,
      • stop or restrict processing of your data,
      • delete your personal data

      You can request this by sending an email to info@parablu.com. We will respond to your request within thirty days of receiving your email. Please note that we may ask you for information that can verify your identity before complying with any of your requests. Note that any change in the personal data we collect from you, from your browsing activities and/or a third-party service provider may affect your experience of the site and our services.

      Please note that we will not be able to entertain your requests without your organization’s written consent, except when required by applicable law.

      How we protect your information

      We use appropriate technical and organizational security measures to protect your personal information from loss, misuse, and unauthorized access, disclosure, alteration and destruction, both during transmission and once we receive it.

      Cookies and similar tracking technology

      Like all websites we use cookies and similar tracking technology (collectively “Cookies”) to collect and use personal information about you. For further information about the types of Cookies we and our partners’ use, why and how you can control Cookies, please see our Parablu’s Cookie Policy.

      Your data protection and privacy rights and choices

      Certain countries and states have enacted data protection and privacy rights for their residents. We strive to respect these rights for all our users, no matter where they happen to be located.

      For example, you may:

      • Request access your personal information that Parablu collects about you.
      • Request correction, updates, or deletion of your personal information.
      • Request portability of your personal information where applicable and technically possible.
      • Withdraw your consent for us to process your personal information, if you have given us consent in the past. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.

      User requests are subject to the following caveats:

      • We need to verify your account ownership to process your request.
      • Where a nation or state’s law provides rights that are different than those in other jurisdictions, we aim to respect your rights as provided by the law of your country.
      • Some types of requests are subject to certain exceptions as provided in applicable law.

      Additional information for EEA visitors/customers

      You can review more information as required under European data protection rules about our handling of your personal data and your data subject rights here.

      Additional information for California consumers

      The California Consumer Privacy Act gives California residents additional rights and choices regarding their personal information. To learn more, read our Privacy Notice for California Residents here.

      How we link to other websites

      Our website contains links to third party websites and third-party plug-ins (such as social media sharing buttons) operated by other companies. We are not responsible for the privacy practices of such other websites. We encourage you to be aware that when you leave our site you read the privacy notices of such other websites. This Privacy Notice applies solely to information collected by Parablu’s products.

      Do Not Track

      Some browsers make it possible for you to signal that you don’t want your Internet browsing activity to be tracked. Because the Internet community hasn’t reached a consensus on how to best honor these signals, Parablu doesn’t respond to Do-Not-Track requests at this time.

      Updates to our privacy policy

      We encourage you to review this page periodically to know about any material changes and updates to our privacy policy. Your continued use of our website or our services constitutes your agreement to be bound by such changes to this policy. If you do not accept the terms of this policy, you are advised to discontinue the use of our website and services.

      Note that our website may include links to websites and third-party service providers. This privacy policy does not extend to these external sites or companies, and we advise you to refer to the privacy policies of these sites and companies directly.

      For any queries and concerns regarding our privacy policy and data protection practices, please write to info@parablu.com.

      Cookie Notice

      What is a cookie?

      Cookies are small text files that are sent to or accessed from your web browser or your computer’s hard drive. A cookie typically contains the name of the domain (internet location) from which the cookie originated, the “lifetime” of the cookie (i.e., when it expires) and a randomly generated unique number or similar identifier. A cookie also may contain information about your computer, such as user settings, browsing history and activities conducted while using www.parablu.com (“Website“).

      Types of Cookies

      Cookies set by Parablu on Parablu websites and other digital properties are called first party cookies and are used to facilitate and improve visitors’ experience on Parablu’s websites. We have carefully chosen these cookies and have taken steps to ensure that your privacy and personal data is always protected and respected. Third party cookies are placed by third parties that provide services to Parablu and/or to you. Third party cookies may be used by advertising services to serve up tailored advertising to you on Parablu’s website, or by third parties providing analytics services to Parablu.

      Cookies can either be “session Cookies” or “persistent Cookies.” Session Cookies are temporary Cookies that are stored on your device while you are visiting our Site or using our services, whereas “persistent Cookies” are stored on your device for a period of time after you leave our Site or services. The length of time a persistent Cookie stays on your device varies from Cookie to Cookie.

      We use persistent Cookies to store your preferences so that they are available for the next visit, and to keep a more accurate account of how often you visit our services, how often you return, how your use of the services may vary over time. We also use persistent Cookies to measure the effectiveness of advertising efforts. Through these Cookies, we may collect information about your online activity after you leave our services.

      In addition to cookies, Parablu may use web beacons, pixel tags, and other tracking technologies on our websites to help us customize them and improve your experience. To learn more visit www.allaboutcookies.org.

      What type of cookies do we use and for which purposes?

      We use the following types of Cookies:

      • Strictly Necessary Cookies: These cookies are necessary for the Website to function and cannot be switched off in Parablu’s systems. Parablu usually sets strictly necessary cookies in response to your actions that amount to a request for services, such as setting your privacy preferences, logging in, or filling in forms. You can set your browser to block or alert you about these cookies, but then some parts of the Website will not work.
      CookieDomainDescriptionDuration
      cookielawinfo-checkbox-necessaryparablu.comSet by the GDPR Cookie Consent plugin, this cookie is used to record the user consent for the cookies in the “Necessary” category1 year
      cookielawinfo-checkbox-non-necessaryparablu.comSet by the GDPR Cookie Consent plugin, this cookie is used to record the user consent for the cookies in the “Non-necessary” category1 year
      LS_CSRF_TOKENsalesiq.zoho.comCloudflare sets this cookie to track users’ activities across multiple websites. It expires once the browser is closed.session
      __hssrcparablu.comThis cookie is set by Hubspot whenever it changes the session cookie. The __hssrc cookie set to 1 indicates that the user has restarted the browser, and if the cookie does not exist, it is assumed to be a new session.session
        • Performance Cookies: These cookies allow Parablu to count visits and traffic sources in order to measure and improve the performance of the Website. Performance cookies help Parablu gauge the relative popularity of various pages on the Website as well as see how visitors move around the Website. Parablu aggregates all information these cookies collect, making it anonymous as a result. If you do not allow performance cookies, Parablu will not know when you have visited the Website, will not be able to monitor its performance, and as a result – Parablu will not be able to improve the Website and make it more comfortable for use.

         

        CookieDomainDescriptionDuration
        _gat.parablu.comThis cookie is installed by Google Universal Analytics to restrain request rate and thus limit the collection of data on high traffic sites.

         

        1 minute

         

        _ga.parablu.comThe _ga cookie, installed by Google Analytics, calculates visitor, session and campaign data and also keeps track of site usage for the site’s analytics report. The cookie stores information anonymously and assigns a randomly generated number to recognize unique visitors.2 years
        _gid.parablu.comInstalled by Google Analytics, _gid cookie stores information on how visitors use a website, while also creating an analytics report of the website’s performance. Some of the data that are collected include the number of visitors, their source, and the pages they visit anonymously.1 day
        _hjFirstSeen.parablu.comHotjar sets this cookie to identify a new user’s first session. It stores a true/false value, indicating whether it was the first time Hotjar saw this user.30 minutes
        _hjIncludedInPageviewSample.parablu.comHotjar sets this cookie to know whether a user is included in the data sampling defined by the site’s pageview limit.2 minutes
        _hjAbsoluteSessionInProgress.parablu.comHotjar sets this cookie to detect the first pageview session of a user. This is a True/False flag set by the cookie.30 minutes
        _hjIncludedInSessionSample.parablu.comHotjar sets this cookie to know whether a user is included in the data sampling defined by the site’s daily session limit.2 minutes
        __hstc.parablu.comThis is the main cookie set by Hubspot, for tracking visitors. It contains the domain, initial timestamp (first visit), last timestamp (last visit), current timestamp (this visit), and session number (increments for each subsequent session).1 year 24 days
        hubspotutk.parablu.comHubSpot sets this cookie to keep track of the visitors to the website. This cookie is passed to HubSpot on form submission and used when deduplicating contacts.1 year 24 days
          • Targeting Cookies: Depending on the parts of the Website that you visit, Parablu’s advertising partners may set these cookies. Parablu’s advertising partners may use targeting cookies to build a profile of your interests and show you relevant adverts on the Website and other sites. They use these cookies to uniquely identify your browser and internet device, which under certain privacy laws may amount to processing of personal data. If you do not allow targeting cookies, you will experience fewer targeted advertisements on the Website and other sites.

           

          CookieDomainDescriptionDuration
          test_cookie.doubleclick.netThe test_cookie is set by doubleclick.net and is used to determine if the user’s browser supports cookies.15 minutes
          _fbp.parablu.comThis cookie is set by Facebook to display advertisements when either on Facebook or on a digital platform powered by Facebook advertising, after visiting the website.3 months

          Cookie Management

          Many browsers accept cookies automatically, but you can adjust the settings in your browser to disable this automatic acceptance of cookies. How you control this will be different on different browsers.

          For more information on how to control cookies, check your browser or device’s settings for how you can control or reject cookies, or visit the following links:

          In addition, you may opt-out of some third-party cookies through the Network Advertising Initiative’s Opt-Out Tool.

          Note that if you choose not to accept cookies, you may experience limited functionality of our websites.

          GDPR

          This Privacy Notice is for European Economic Area (EEA) visitors and customers. It supplements the information in our general Parablu’s Privacy Notice, in which we describe how we collect and use your personal data, what we do with the collected data, with whom we share the data, how long we store it and how you can exercise your privacy rights. In this supplemental notice, we provide additional information which is required under European data protection law.

          Please also review our  Terms of Use and Data Processing Addendum which describe what we can expect from each other when you use our products and services.

          Who we are

          Parablu services are provided by Parablu Inc. (a California Corporation with Entity #C3701405; Registered address: 1600, Duane Avenue, Santa Clara, CA 95054).

          We are a provider of secure data management services and provide solutions for data backup, archiving, content collaboration and secure file sharing. Our solutions can be deployed as licensed software by organizations on their infrastructure, or used as managed services we host using hosting providers such as Microsoft, Amazon and Linode.

          Please note that if you are using the Parablu managed services platform then your company assumes the role of the data controller and Parablu is the data processor.

          Legal basis for processing your personal information

          Under the European data protection rules, we are required to inform you on which legal basis we do the processing of personal data. Our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it. We will normally collect personal information from you only where we have your consent to do so, where we need the personal information to perform a contract with you, or where the processing is in our legitimate business interests. In some cases, we may also have a legal obligation to collect personal information from you.

          If we ask you to provide personal information to comply with a legal requirement or to enter into a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information). Similarly, if we collect and use your personal information in reliance on our legitimate business interests, we will make clear to you at the relevant time what those legitimate business interests are.

          If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us at info@parablu.com.

          International data transfers

          As far as possible, we will make attempts to ensure that your personal and non-personal information is stored in the respective country of origin.

          If you are a customer using our hosted services, and if we need to transfer your data out of the UK, EEA or Switzerland to the U.S., we strive to adhere to the EU-US and Swiss-U.S. Privacy Shield Frameworks, as set forth by the U.S. Department of Commerce.

          If we have received your personal information in the U.S. and subsequently transfer it to a third-party agent or service provider for processing, we strive to ensure that such third-party agent or service provider processes your personal information in a manner consistent with the Privacy Shield Principles.

          You can direct any questions or complaints about the use or disclosure of your personal information to us at info@parablu.com. We will investigate and resolve any complaints or disputes regarding the use of personal information within forty-five (45) days of receiving your complaint.

          For information on how to request access, rectification or deletion of your personal information if it is inaccurate or processed in violation of the Privacy Shield, see the “Your data protection and privacy rights & choices” section which follows.

          Your data protection and privacy rights & choices

          If you live in one of the countries of the European Economic Area (EEA), or if you use our service from one of these countries, you have the following rights, which you can exercise at any time as described or by contacting us:

          • If you wish to access your personal information that Parablu collects. Write to us at info@parablu.com.
          • You can correct, update or request deletion of your details in your Account by contacting us at info@parablu.com.
          • You can object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information where applicable and technically possible.
          • If we have collected and processed your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.
          • You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by writing to us at info@parablu.com or by using the unsubscribe link provided in each email. It may take up to 3 business days to remove you from our marketing lists. Please note that even after you opt out, you could still receive Service Emails from us.

          Contact us

          For any queries and concerns regarding our privacy policy and data protection practices, please write to info@parablu.com.

          CCPA

          This Privacy Notice is for visitors and customers who reside in the State of California. It supplements the information in our general Parablu Privacy Notice, in which we describe how we collect and use your personal data, what we do with the collected data, with whom we share the data, how long we store it and how you can exercise your privacy rights.

          Please also review our  Terms of Use and Data Processing Addendum which describe what we can expect from each other when you use our products and services.

          Who we are

          Parablu services are provided by Parablu Inc. (a California Corporation with Entity #C3701405; Registered address: 1600, Duane Avenue, Santa Clara, CA 95054).

          We are a provider of secure data management services and provide solutions for data backup, archiving, content collaboration and secure file sharing. Our solutions can be deployed as licensed software by organizations on their infrastructure, or used as managed services we host using hosting providers such as Microsoft, Amazon and Linode.

          Please note that if you are using the Parablu managed services platform then your company assumes the role of the data controller and Parablu is the data processor.

          If you have any questions about this section or whether any of the following applies to you, please email info@parablu.com.

          Access

          You have the right to request certain information about our collection and use of your Personal Data over the past 12 months. We will provide you with the following information:

          • The categories of Personal Data that we have collected about you
          • The categories of sources from which that Personal Data was collected
          • The business or commercial purpose for collecting your Personal Data
          • The categories of third parties with whom we have shared your Personal Data; and
          • The specific pieces of Personal Data that we have collected about you.

          If we have disclosed your Personal Data for a business purpose over the past 12 months, we will identify the categories of Personal Data shared with each category of third-party recipient.

          We do not sell your personal data.

          Deletion

          You have the right to request that we delete the Personal Data that we have collected from you. Under the California Consumer Privacy Act of 2018 (“CCPA”), this right is subject to certain exceptions. For example, we may need to retain your Personal Data to provide you with the Services or complete a transaction or other action you have requested. If your deletion request is subject to one of these exceptions, we may deny your deletion request.

          Exercising Your Rights

          To exercise the rights described above, you must send us a request that (1) provides sufficient information to allow us to verify that you are the person about whom we have collected Personal Data (this will require you to send an email from the account in question or login credentials), and (2) describes your request in sufficient detail to allow us to understand, evaluate, and respond to it. Each request that meets both of these criteria will be considered a “Valid Request.” We may not respond to requests that do not meet these criteria. We will only use Personal Data provided in a Valid Request to verify you and complete your request.

          We will work to respond to your Valid Request within 45 days of receipt. We will not charge you a fee for making a Valid Request unless your Valid Request(s) is excessive, repetitive, or manifestly unfounded. If we determine that your Valid Request warrants a fee, we will notify you of the fee and explain that decision before completing your request.

          You may submit a Valid Request by emailing info@parablu.com.

          We Will Not Discriminate Against You for Exercising Your Rights Under the CCPA

          We will not discriminate against you for exercising your rights under the CCPA. We will not deny you our goods or services, charge you different prices or rates, or provide you a lower quality of goods and services if you exercise your rights under the CCPA. However, we may offer different tiers of our Services as allowed by applicable data privacy laws (including the CCPA) with varying prices, rates, or levels of quality of the goods or services you receive related to the value of Personal Data that we receive from you.

          Data Processing Agreement Addendum

          This Data Processing Agreement Addendum (“DPA”) supplements the Parablu’s Term of Use, as updated from time to time between Customer and Parablu, or other agreement between Customer and Parablu governing Customer’s use of the Service (the “Agreement”) when GDPR applies to certain customers under Article 26 and Article 28 of the General Data Protection Regulation (EU) 2016/679 (“GDPR”). In case of a conflict between the terms of this DPA and the Parablu’s Term of Use, this DPA will take precedence.

          This DPA is intended to be binding on Parablu and on each of its customers which provide information protected by GDPR to Parablu (“Customers”). It governs the processing by Parablu of personal data, as defined by GDPR, contained in data that Customers store with Parablu (“Files”).

          As GDPR evolves and best practices are refined, Parablu reserves the right to update this DPA at any time. If there is something we view as a material change, we will provide our customers reasonable prior notice of the change via email and will offer our customers the right to terminate the services before the change takes effect.

          Consent to processing and transfer of Customer account information

          In conjunction with the provision of Services, the Customer provides information regarding the Customer, which may include information of its employees, to Parablu in order to receive Services (the “Account Information”). Customer hereby consents to the Account Information being transferred to, shared by and processed by Parablu, its affiliates and its sub-processors. In the event that the Customer is not the data subject associated with the Account Information, Customer shall obtain express consent from all data subjects to effectuate the consent given herein. Customer acknowledges and accepts the risks associated with sharing and processing of the Account Information as stated herein. Customer understands that the countries or locations where the information will be transferred may not provide an adequate level of data protection based on European Union or other nations’ standards, and the supervisory authority, data processing principles and data subject rights may not be similarly provided in such countries or locations. Customer also consents to Parablu and its affiliated entities sending it and individuals who are identified in the Account Information marketing communications, understanding that Customer or such individuals can opt out of such communications at any time.

          Subject-matter and nature of the processing

          Parablu offers two services to its customers: a backup service, using which a Customer can backup Files to Parablu servers automatically, and a cloud storage service, with which the customer can upload Files to Parablu servers (together the “Services”). To the extent that such data are uploaded by or on behalf of a Customer who is an organization and they contain personal data as defined in GDPR, Parablu processes this data as a processor, as defined under GDPR, and Customer is the controller, as defined under GDPR.  We don’t provide our services to customers who are individuals.

          Type of personal data and categories of data subjects

          The types of personal data and categories of data subjects processed in the context of Parablu’s Services depend on the content of files uploaded to servers by or on behalf of its Customers.

          • Purpose: Parablu will only process the Files to perform the Services for the Customer on the documented instructions from the Customer and to comply with laws to which Parablu is subject. Where Parablu processes Files to comply with a legal requirement, it shall inform the Customer which uploaded the data thereof before processing, unless that law prohibits Parablu from disclosing such information on important grounds of public interest.
          • Duration: Parablu processes Files for the duration it provides the Services to the Customer. When the Customer cancels its Parablu subscription and deletes its Parablu account, Parablu will delete the Files stored in accordance with the Parablu Terms of Service and will cease to be a processor of the Files.

          International transfers

          The Customer (the “data exporter”) hereby acknowledges that by Parablu (the “data importer”) providing Services to Customer, personal data provided by Customer to Parablu in Customer’s Files provided to Parablu as part of the Services may be transferred outside of the UK and the EEA and the Customer agrees to do the following:

          1. take all necessary steps to ensure that transfers of personal data outside the UK and the EEA are effected by way of valid adequacy mechanisms recognized under UK and European Union law that ensure appropriate safeguards are in place for the personal data, which may include encryption, anonymization, pseudonymization or express data subject consent;
          2. maintain accurate and comprehensive records of all transfers of personal data outside of the UK and the EEA and document the adequacy mechanism relied upon in each case
          3. take all necessary steps to ensure that the recipient of the personal data can comply with the adequacy mechanism relied upon, including (without limitation) by carrying out and documenting due diligence on all recipients of personal data prior to any transfer occurring
          4. if the adequacy mechanism relied upon becomes invalid or if the recipient of the personal data is not able to comply with the requirements of the adequacy mechanism due to local laws or for any other reason, Customer shall immediately stop all transfers of personal data to Parablu and shall either put in place an alternative adequacy mechanism or demand immediate return of all personal data from Parablu; and
          5. upon request, the party transferring the Personal Data shall provide evidence of compliance with the obligations set out in this section.

          Without limitation of the foregoing provisions, having agreed to the Terms of Service with Parablu and this DPA, Customer (the data exporter) and Parablu (the data importer) are deemed to have also agreed to the Standard Contractual Clauses attached hereto and incorporated herein, including their Annexes, as of the Effective Date of the DPA. Where there is a difference between Module One and Module Two of the Standard Contractual Clauses, the Controller-Processor (Module Two) Standard Contractual Clauses shall apply to Customers who in the case of Parablu are always organizations.

          Confidentiality

          Parablu ensures that persons authorized to process the Files have committed themselves to confidentiality.

          Security

          Parablu with regard to Files shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The security measures taken by Parablu are addressed in more detail on Annex II of the Standard Contractual Clauses attached hereto as Appendix A.

          Sub-processors

          Parablu has the Customer’s general authorization for the engagement of sub-processors, and Customer has obtained express consent from the data subject for Parablu to engage subprocessors. The list of sub-processors the data importer intends to engage can be found found in the subprocessor list below. The data importer shall inform the data exporter in writing of any addition or replacement of sub-processors within a reasonable period of time in advance of such addition or replacement, thereby giving the Customer the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). Customer and Parablu shall keep the sub-processor list up to date. When Parablu engages a sub-processor, it shall verify that the sub-processor is capable of data processing obligations which are no less onerous than those set out in this DPA, in particular the capabilities to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of GDPR.

          Parablu may use the following subprocessors to host customer’s data (backup archives and files):

          Entity NameSubprocessing ActivitiesCorporate Location
          LinodeData storage hosting providerUnited States
          Microsoft AzureData storage hosting providerUnited States
          Amazon Web ServicesData storage hosting providerUnited States
          Digital OceanData storage hosting providerUnited States
          Google Cloud PlatformData storage hosting providerUnited States
          BM SoftlayerData storage hosting providerUnited States

          The following is a list of subprocessors who may process information regarding non-Parablu individuals, depending on their relationship to the company.

          Entity NameSubprocessing ActivitiesFor
          HubspotSales / Marketing PlatformWebsite Users/ Customers/ Potential Customers
          Google LLC. (Google Analytics)

           

          Website Optimization

           

          Website Users/ Customers/ Potential Customers
          MailchimpA service used for sending marketing email messages to customers which collects customer email addresses.

           

          Customers/ Potential Customers/Partners
          ZohoA service used for online interaction which collects visitors email addresses.

           

          Website Users/ Customers/ Potential Customers

           

          Assistance with exercise of rights

          At the request of a Customer, Parablu shall assist them by appropriate technical and organizational measures, taking into account the nature of the processing and insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of GDPR.

          Assistance with security, data breaches and DPA

          Parablu shall assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR, taking into account the nature of processing and the information available to Parablu. In the unlikely event of a data breach, as defined in GDPR, Parablu will without undue delay send its affected customers a notification email and provide at its discretion, updates through other communications channels. This notification will describe the nature of the data breach, including where possible, the categories and approximate number of data subjects concerned, the categories and approximate number of personal data records concerned, the contact point where more information can be obtained, the likely consequences of the personal data breach, and the measures taken or proposed to be taken by Parablu to address the data breach, including, where appropriate, measures to mitigate its possible adverse effects. A “data breach” does not include a Parablu account being accessed via valid credentials unless those credentials were exposed through some action or fault of Parablu or one of its sub-processors.

          Deletion and return of Files

          Parablu shall, at the choice of the Customer, delete or allow the Customer to retrieve all the Files belonging to the Customer after the end of the provision of the Services subject to any fee applicable at that time, and delete existing copies within the period set out under “,” unless applicable law requires storage of such data. Subject to any fee applicable at the time, Customers may retrieve their Files within their Parablu account prior to cancelling their Services.

          Appendix A
          STANDARD CONTRACTUAL CLAUSES
          (CONTROLLER-CONTROLLER) MODULE ONE
          And
          (CONTROLLER-PROCESSOR) MODULE TWO
          SECTION I
          Clause 1
          Purpose and scope

          (a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.

          (b) The Parties:

               (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and

               (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

               (iii) have agreed to these standard contractual clauses (hereinafter: “Clauses”).

          (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

          (d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

          Clause 2
          Effect and invariability of the Clauses

          (a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

          (b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

          Clause 3
          Third-party beneficiaries

          Module One – Controller-Controller

          Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

               (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

               (ii) Clause 8.5 (e) and Clause 8.9(b);

               (iii) Clause 12(a);

               (iv) Clause 13;

               (v) Clause 15.1(c), (d) and (e);

               (vi) Clause 16(e);

               (vii) Clause 18(a) and (b).

          (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.Module Two – Controller-Processor

          (a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

               (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

               (ii) Clause 8.1(b), 8.9(a), (c), (d) and (e);

               (iiii) Clause 9(a), (c), (d) and (e);

               (iv) Clause 12(a), (d) and (f);

               (v) Clause 13;

               (vi) Clause 15.1(c), (d) and (e);

               (vii) Clause 16(e);

               (viii) Clause 18(a) and (b).

          (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

          Clause 4
          Interpretation

          (a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

          (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

          (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679

          Clause 5
          Hierarchy

          In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

          Clause 6
          Description of the transfer(s)

          The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

          Clause 7
          Docking clause

          (a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

          (b) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

          (c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

           

          SECTION II – OBLIGATIONS OF THE PARTIES

          Clause 8
          Data protection safeguards

          The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.


          Module One – Controller-Controller

          8.1 Purpose limitation

          The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:

               (i) where it has obtained the data subject’s prior consent;

               (ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

               (iii) where necessary in order to protect the vital interests of the data subject or of another natural person.

          8.2 Transparency

          (a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

               (i) of its identity and contact details;

               (ii) of the categories of personal data processed;

               (iii) of the right to obtain a copy of these Clauses;

               (iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

          (b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

          (c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

          (d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

          8.3 Accuracy and data minimisation

          (a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

          (b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.

          (c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

          8.4 Storage limitation

          The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.

          8.5 Security of processing

          (a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter “personal data breach”). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

          (b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

          (c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

          (d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.

          (e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.

          (f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.

          (g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

          8.6 Sensitive data

          Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter “sensitive data”), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

          8.7 Onward transfers

          The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

               (i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

               (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;

               (iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;

               (iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;

               (v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or

               (vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

          Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

          8.8 Processing under the authority of the data importer

          The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

          8.9 Documentation and compliance

          (a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.

          (b) The data importer shall make such documentation available to the competent supervisory authority on request.

           

          Module Two – Controller-Processor

          8.1 Instructions

          (a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

          (b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

          8.2 Purpose limitation

          The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

          8.3 Transparency

          On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

          8.4 Accuracy

          If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

          8.5 Duration of processing and erasure or return of data

          Processing by the data importer shall only take place for the specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

          8.6 Security of processing

          (a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

          (b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

          (c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

          (d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

          8.7 Sensitive data

          Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

          8.8 Onward transfers

          The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

               (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

               (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

               (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

               (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

          Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

          8.9 Documentation and compliance

          (a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

          (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

          (c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of noncompliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

          (d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

          (e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

          Clause 9
          Use of sub-processors

          Only applicable to Module Two – Controller-Processor

          (a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least within a reasonable time in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

          (b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

          (c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

          (d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

          (e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

          Clause 10
          Data subject rights

          Module One – Controller-Controller

          (a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.

          (b) In particular, upon request by the data subject the data importer shall, free of charge:

               (i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);

               (ii) rectify inaccurate or incomplete data concerning the data subject;

               (iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.

          (c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.

          (d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter “automated decision”), which would produce legal effects concerning the data subject or similarly significantly affect him / her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:

               (i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and

               (ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.

          (e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.

          (f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.

          (g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.


          Module Two – Controller-Processor

          (a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

          (b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

          (c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

          Clause 11
          Redress

          (a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

          (b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

          (c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

               (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

               (ii) refer the dispute to the competent courts within the meaning of Clause 18.

          (d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

          (e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

          (f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

          Clause 12
          Liability

          Module One – Controller-Controller

          (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

          (b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

          (c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

          (d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

          (e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

          Module Two – Controller-Processor

          (a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

          (b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

          (c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

          (d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

          (e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

          (f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

          (g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

          Clause 13
          Supervision

          (a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

          Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

          Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

          (b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

          SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY
          PUBLIC AUTHORITIES

          Clause 14
          Local laws and practices affecting compliance with the Clauses

          (a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

          (b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

               (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

               (ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

               (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

          (c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

          (d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

          (e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

          (f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

          Clause 15
          Obligations of the data importer in case of access by public authorities

          15.1 Notification

          (a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

          • (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
          • (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

          (b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

          (c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

          (d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

          (e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

          15.2 Review of legality and data minimisation

          (a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

          (b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

          (c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

          SECTION IV – FINAL PROVISIONS

          Clause 16

          Non-compliance with the Clauses and termination

          (a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

          (b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

          (c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

               (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

               (ii) the data importer is in substantial or persistent breach of these Clauses; or

               (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

          In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

          (d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

          (e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

          Clause 17
          Governing law

          These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Irelands.

          Clause 18
          Choice of forum and jurisdiction

          (a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

          (b) The Parties agree that those shall be the courts of Irelands.

          (c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

          (d) The Parties agree to submit themselves to the jurisdiction of such courts.

           

          ANNEX I TO THE STANDARD CONTRACTUAL CLAUSES

          DETAILS OF THE PROCESSING

          A. LIST OF PARTIES

          1. Data exporter: The data exporter is the legal entity specified as “Customer” in the DPA. Customers are a controller.

          2. Date importer: The data importer is Parablu, Inc. Parablu, Inc. functions as a processor.

          B. DESCRIPTION OF TRANSFER

          The categories of data subjects, the transfer of special categories of data, and the types of personal data processed in the context of the Services provided by Parablu, Inc. depends on the content of the Files uploaded to servers by or on behalf of the Customer. The frequency and nature of the transfers between the Customer and Parablu, Inc. depends upon the Services requested and used by Customer. The purpose of the data transfer and further processing by Parablu, Inc. is for Parablu, Inc. to provide Services to Customer which are requested by the Customer.

          Processing operations
          Personal data will be processed in accordance with the Parablu Terms of Service and may be subject to the following processing activities:

          • (a) Storage and processing necessary to provide, maintain and improve the Services provided pursuant to the Term of Service; and/or
          • (b) Disclosure in accordance with the Terms of Service (including this DPA) and/or as compelled by applicable laws.

          Parablu processes Files for the duration it provides the Services to the Customer. When the Customer cancels its Parablu subscription and deletes its Parablu account, Parablu will delete the Files stored in accordance with the Parablu Terms of Service and will cease to be a processor of the Files.

          C. COMPETENT SUPERVISORY AUTHORITY

          The Ireland’s Data Protection Commission will be the competent supervisory authority, or as determined by Clause 13 in Appendix A as applicable.

          ANNEX II TO THE STANDARD CONTRACTUAL CLAUSES

          TECHNICAL AND ORGANISATIONAL MEASURES

          • Systems and Services Security: To ensure the ongoing confidentiality, integrity, availability, and resilience of Parablu systems and services, Parablu has implemented and maintains security controls including the secure disposal of data storage devices, maintaining an asset inventory, limiting access to source code libraries, segregating production and corporate environments, and protecting hosts by using firewalls and endpoint detection and response software.
          • Business Continuity and Disaster Recovery: To ensure the ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident, Parablu reviews and updates (as needed) our business continuity plan on an annual basis and upon significant organizational and environmental change.
          • Risk Management: To ensure the security of the data processing environment, Parablu regularly tests, assesses, and evaluates the effectiveness of technical and organizational measures. This is done through engaging independent third-party penetration testing services, subscribing to a third-party bug bounty program, performing internal and external vulnerability scans, performing static, dynamic, and software composition analysis tests, and remediating findings promptly.
          • Access Control: Parablu manages risks associated with user identification, authentication, and authorization by maintaining a formal access control policy, centrally managing user accounts, reviewing user access, and promptly revoking access when necessary.
          • Encryption: Parablu protects ​​personal data in transit and at rest through encryption. Files stored using the Personal/Business Backup service are encrypted prior to being sent to Parablu. Customers are provided the ability to encrypt data on the Parablu service using an encryption key that they may change at any time.
          • Physical Security: To ensure the physical security of locations at which personal data is processed, Parablu uses access control systems with logging, CCTV cameras, and other environmental safeguards.
          • Event Logging: Parablu has enabled logging in the application and infrastructure. To ensure that events are able to be monitored, Parablu has implemented an automated log collection and analysis tool.
          • System Configuration: To ensure system configurations are protected, Parablu restricts software installation to individuals who have an operational need.
          • Security Governance and Management: Parablu’s security governance and management includes a formal set of information security and privacy policies, communication of policies to workforce members, and regular policy reviews.
          • Data Quality: Parablu utilizes checksum and background integrity checks.

          Copyright

          © 2014–2021 Parablu, Inc. 1600, Duane Avenue, Santa Clara, CA 95054. All rights reserved. The information on this site is protected by copyright. You may not distribute, link, or reproduce by any means or in any form any portion of this website without prior written consent of Parablu.

          If any questions or doubts, mail us at info@parablu.com.

          Parablu Service Level Agreement

          This Service Level Agreement (“SLA”) is between Parablu, Inc. (“Parablu”) and users of our services (“Customer”). It governs access to, and use of, the Parablu cloud storage and the backup services (collectively, “Covered Services”). This agreement applies to all Parablu customers who have purchased a Parablu support plan.

          The following definitions apply to this SLA:

          • “User Account”is an individual user of the of one or more Covered Services paid for by Customer. Each User Account has a unique email address.
          • “User Downtime”means a User Account is not able to access a Covered Service to log in, upload data, select files, or download completed data restores/snapshots unless excluded by the SLA Exclusions below.
          • “User Downtime Period”means a period of one or more consecutive hours of User Downtime. Partial or intermittent hours of User Downtime will not be counted.
          • “Monthly User Downtime”is the total all User Downtime Periods in a given month.
          • “Monthly User Uptime Percentage”is computed as the total number of hours in a given month, minus the Monthly User Downtime for that month, divided by the total number of hours in that month.
          • “Permitted Downtime”means the Service is unavailable for customer use during a prescheduled period which has been announced at least 24 hours in advance. Unless otherwise communicated, scheduled downtime shall not be more than 2 hours per week, for major system configuration changes, upgrades, or normal maintenance.
          • “Sequential Days Without Service” means the number of sequential calendar days where our service has been unable for your organization’s systems to access.
          • “Service”means the Parablu backup and recovery service provided by Parablu to Customer under the Agreement.
          • “Service Credit” means either Access Related Service Credit or Performance Related Service Credit.
          • “Performance Related Service Credit” means the following:
          Sequential Days Without ServiceDays of Service added to the end of the Service term at no to Subscriber
          13
          27
          515
          • “Access Related Service Credit”means the following:
          Monthly Uptime PercentageDays of Service added to the end of the Service term at no charge to
          < 99.0% – >= 95.0%3
          < 95.0% – >= 90.0%7
          < 90.0%15

          Customer Request Service Credit

          In order to receive any of the Service Credits described above, Customer must notify Parablu within thirty days from the time Customer becomes eligible to receive a Service Credit. Send an email to support@parablu.com with the subject line “REQUEST for SERVICE CREDIT” to request a credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.

          Maximum Service Credit

          The aggregate maximum number of Service Credits to be issued by Parablu to Subscriber in a single calendar month shall not exceed fifteen days of Service.

          Update Notification

          Parablu reserves the right to alter this Service Level Agreement without advance notice. Enforcement of the new agreement will begin 30 days after the change. Changes with a significant impact will be communicated to paid Subscribers to the email address we have on file.

          Parablu SLA Exclusions

          The Parablu SLA does not apply to any services that expressly exclude this SLA (as stated in the documentation for such services) or any performance issues that: (i) are related to acts of nature, forces or causes beyond our reasonable control, strikes, labor disputes, riots, insurrections, civil disturbances, explosions, acts of god, war, governmental actions, or orders of domestic or foreign courts or tribunals; (ii) result from lack of availability of third-party APIs, or, (iii) result from a deficiency in the Customer’s network or public infrastructure.

          Parablu Technical Support Agreement

          Incident Management

          Parablu support can be contacted 24×7 via support@parablu.com.  Paying customers also receive credentials to login to our support portal at https://support.parablu.com to gain access to our incident tracking system, our latest documentation, and knowledgebase.  Support incidents are classified based on priority and are worked on by the Parablu support team in that order.

          In case of multiple concurrent support requests, each having the same priority, the priority procedure to handle these requests will be determined in consultation with GIL’s team. Parablu can work with the customer nominated SPoC or designated employee to arrive at an acceptable resolution plan.

          1.1 Ticket Classification

          Ticket PriorityDescription
          NormalProblem resulting in no interruption to normal operations – No business impact
          MediumProblem resulting in minimum interruptions to normal operations – No business impact
          HighProblem causes interruptions to normal procedure.  It doesn’t prevent the operation of a production system or there could be a minor degradation in performance.
          UrgentProblem results in serious interruptions to a Production System (single BluKrypt/ParaCloud) but overall system still works, although with serious impact in performance.
          CriticalProblem results in extremely serious interruptions to multiple production system and has already affected the entire user community.

          1.2 Ticket Response and Resolution Time

          Ticket PriorityInitial Response Time (In hours)Response Update Frequency (In hours)
          Normal24168 (weekly)
          Medium1248
          High824
          Urgent48
          Critical24

           

          Response time is the time interval taken for Parablu support team or the concerned team to respond back to the ticket.

          Resolution or quick work around will try to be provided as soon as possible.  But in cases, where a software patch is required, the time and plan will be mutually agreed between the customer  SPoC and Parablu’s support team.

          Response Update frequency is the frequency in which ParaBlu support team will update the customer’s SPoC (or designated employee) about the status of the issue.

          Resolution time is the total time taken from ticket creation to resolution and restoration of service to the user. Service may be restored either by a workaround or by a permanent solution.

          All times are business hours on Parablu business days (10:00 AM – 6:00 PM IST), excluding weekends

          Support Scope

          • First level Support (L1) will be provided by the customer’s internal Helpdesk
          • Level 2/3/4 Support will be provided by the Parablu technical support team

          1.3  L1 Support

          The L1 support team are the first point of contact with actual end users. They handle all informative and how-to types of questions from end users. They perform the initial level of trouble shooting to identify the problem and ensure that it is a product problem and not related with infrastructure / user rights.

          In case of a product bug, the Helpdesk team will escalate the issue to Parablu’s support team via an email to support@parablu.com, or via the https://support.parablu.com portal.  In all cases the ticket should be accompanied by relevant logs and a description of steps followed until then to troubleshoot.

          1.4  L2 Support

          Parablu’s L2 support team will respond back to the customer on the intial support request within the specified time frame.  They will work with the customer’s  support desk to decide whether the issue in the working of the product or if it is related to infrastructure or configuration.  They may request additional logs or in some cases, remote access to a particular endpoint system for further troubleshooting.

          1.5  L3 Support

          The L3 Support team are SME’s in their area of work and will assist the L2 Support team for solving complex or new issues. They are responsible in reviewing the Support Ticket with L2 team, assessing the time already spent by on the issue raised and prioritizing the ticket so that time is managed optimally.

          1.6 L4 Support

          The L4 Support team are engineers and developers of the product.  If a problem has been clearly diagnosed to be an issue with the product’s working, which requires a patch or a software update, they will work on those as identified by L3 team.

          Cloud services

          Parablu’s fully hosted “Backup as a Service” (BaaS) doesn’t require any on-premise infrastructure to be set up in the form of compute or storage.  Only the BluVault backup agent will need to be distributed to all the user endpoints.  This can be accomplished using SCCM, AD GPO or any other suitable mass deployment mechanism.

          The customer’s backup administrators will exercise complete control over their backup operations using the web-based management console they get access to.  More administrators can be added as well as delegated administrators with limited rights (for example to manage specific locations or departments).  Users can be provisioned/de-provisioned using Parablu’s Azure Active Directory connector – or can be managed using Parablu’s native namespace.

          Administrators can create policies which define all aspects of backup behavior and assign users to these policies.  Even very large numbers of users spread out over multiple geographies can easily be managed with a handful of policies.

          Parablu’s hosted services span the globe and can provide multiple points of presence.  Users, no matter which part of the world they work in, will by default, back up to the closest Backup tenant detected by the endpoint agent.

          Parablu’s software is hosted in data centers which are ISO 27001 and ISO 90001 certified, with SLAs of 99.9% data availability.

          Upon expiration or termination of the subscription, at the customer’s written request made within Fifteen (15) days after expiration, Parablu will provide the customer with temporary and limited access to the data restore functionality for a period of Thirty (30) days, solely for the customer to retrieve data (but not any other purpose).  After such Thirty (30) day period, Parablu will have no obligation to maintain or provide access to such data retrieval and shall thereafter, unless legally prohibited, delete all customer data in its possession or control.

          Performance Measurement

          Parablu’s management console is designed to equip Administrators with all the information they need to execute successfully on their backup strategy.  Backup History reports, Overview reports, Backup summaries – and several tools are available for an Administrator to easily track data protection performance.

          Reports can be run on demand, downloaded as PDF/xls, or even scheduled to be run at frequent intervals and automatically emailed to Administrators.

          End-user email reporting can also be enabled – to allow end-users a transparent view as to how their backups are performing on a weekly basis.

          A good way to get a high-level view of backup performance across the customer’s entire backup tenant would be for the customer’s backup administrators to pull a User Backup Summary report every day.  It gives a view for how many endpoints are configured, how many are actively in contact with the BaaS cloud, and how many are actively being protected.  If these #s are getting lower than a threshold (such as 90%) it is important to drill down and take action.

          For a drill down, the Backup Overview Report is very handy.  This gives backup administrators a comprehensive view of each user, their devices, and detailed backup status for each with dates, sizes, and times taken.

          It is important to note that backup and restore performance can be highly variable depending on a number of factors – and needs to be monitored frequently.   A number of these reasons are usually unrelated to the software, but could be infrastructure or user related.

          A few reasons backups may stop working are:

          • A new device may have been provisioned to a given user, but without the backup agent installed.  The old device is off and not actively being backed up.
          • Changes in networking rules – such as firewall whitelists, client proxies, Windows firewall etc. may be preventing the backup agent from connecting to the BaaS in the cloud.
          • Security software on the endpoint – Anti-virus, Anti-malware, EDR, etc. may be interfering with the backup agent’s working.
          • The end-user may be frequently stopping or pausing the backup.  Or they may have uninstalled the software.
          • Backup policies may have been changed to disallow certain folders are file types – via exclusions or filters
          • Backup schedules may have been modified to become less frequent

          A few reasons backups and restores might be performing slower than desired:

          • Poor or very slow network links connecting the endpoint to the internet.
          • An excessively high network throttle setting (i.e. a very low Mbps or Kbps value) set in the backup policy.
          • A poor Wi-Fi connection that frequently stops and starts.
          • Slowness in the Microsoft 365 tenant (in the case of M365 backups or backups using OneDrive as a backup target).

           The Parablu Tech Support team is of course always available, and can help the customer narrow down and identify root cause if necessary.

          Periodic restore drills are recommended to confirm correct working.  Parablu’s technical support team will be standing by to support in case the customer faces any issues during such restore drills.

          The following are the best ways to reach Parablu’s technical support team:

          1. https://support.parablu.com – login with your credentials and open a ticket
          2. Email support@parablu.com – with a clear description of the problem you’re facing along with screenshots if possible.
          3. Failing the above methods, the customer may use the escalation matrix supplied to them by the Parablu support team at the time they were onboarded.

          End User License and Limited Warranty Agreement

          IMPORTANT- READ CAREFULLY: THIS SOFTWARE LICENSE AGREEMENT (“LICENSE AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN PARABLU INC. A CALIFORNIA CORPORATION (HEREINAFTER REFERRED TO AS THE “COMPANY”, “PARABLU”, “Parablu”, “WE”, “US” OR “OUR”) AND ANY PERSON, COMPANY OR BUSINESS ENTITY WHO IS USING PARABLU’S SOFTWARE PRODUCT(S), WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, AND “ONLINE” OR ELECTRONIC DOCUMENTATION (“SOFTWARE” OR “Software”) AND/ OR HAS LICENSED THIS SOFTWARE (HEREINAFTER REFERRED TO AS “CUSTOMER”, “YOU”, OR “YOUR”).  BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, CUSTOMER AGREEs TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AND ANY FUTURE AMENDMENTS AND ADDITIONS TO THIS LICENSE AGREEMENT AS PUBLISHED FROM TIME TO TIME AT www.parablu.com/legal OR AS OTHERWISE NOTIFIED BY THE COMPANY. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CUSTOMER SHOULD NOT INSTALL OR USE THE SOFTWARE. CUSTOMER SHALL INFORM ALL USERS OF THE SOFTWARE OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

          License

          This LICENSE AGREEMENT, grants CUSTOMER, a non-exclusive, non-transferable, non-sub-licensable, fee-bearing, limited worldwide license to use the Software under the terms and conditions stated herein. You agree that this Software is licensed, not sold to the CUSTOMER. CUSTOMER agrees that all upgrades, enhancements, adaptations, modifications, translations, maintenance releases, patches, bug-fixes or other modifications to the Software provided shall be governed by the terms and conditions, including the Limited Warranty (defined hereinafter), exclusive remedies and limitations of liability provisions, contained in this LICENSE AGREEMENT, or the then current version.  PARABLU reserves the sole right to modify the terms and conditions of this LICENSE AGREEMENT or its policies relating to the Software  at any time, effective upon posting of an updated version of this LICENSE AGREEMENT on PARABLU’s website or any other notification.  Continued use of the Software after any such changes shall constitute CUSTOMER’s consent to all such changes. Except as otherwise provided herein, the license granted herein shall be for the period of time as specified in the invoice issued to the CUSTOMER. This LICENSE AGREEMENT shall be in effect for such period of time or until terminated except as expressly otherwise provided herein.

          Effect of License Expiration / License Termination

          CUSTOMER may terminate this LICENSE AGREEMENT at any time by stopping the use of the Software and destroying all copies of Software and corresponding documentation.

          This LICENSE AGREMEENT will terminate immediately without notice from PARABLU if CUSTOMER fails to comply with any Material Terms of this LICENSE AGREEMENT as mentioned herein above.  The Software may automatically deactivate and become non-operational at the end of that period, or on non-payment of the subscription fee per the terms of the invoice, and CUSTOMER will not be entitled to receive any feature or content updates to the Software unless the license subscription is renewed.

          Upon expiration or termination of this LICENSE AGREEMENT, CUSTOMER will immediately cease all use of the Software and delete (or, at PARABLU’s request, return) all related documentation, passwords, and any PARABLU software in its possession.

          In the event of a fully hosted subscription, where the infrastructure and/or storage required for the solution is being provided by PARABLU, upon expiration or termination of this LICENSE AGREEMENT, PARABLU will have no obligation to maintain or provide access to data retrieval and shall thereafter, unless legally prohibited, delete all such CUSTOMER Data in its possession or control.

          Consideration

          In consideration of the rights granted to use the Software under this LICENSE AGREEMENT, CUSTOMER shall pay to PARABLU or the Licensor from whom CUSTOMER licensed the Software,  a perpetual license price or the periodic subscription amount in accordance  with the invoice issued to the CUSTOMER.  CUSTOMER expressly agrees that all payments made by the CUSTOMER under this LICENSE AGREEMENT are firm and not refundable.

          CUSTOMER may: (i) use the Software, in numbers equal to the number of licenses purchased for all items; (ii) make copies of the Software, documentation or other user information accompanying the Software solely for back-up purposes, provided such back-up copies are only utilized as a replacement for the original copy on the same computer that the Software was previously installed; and, (iii) make a copy or print documentation provided in electronic form for internal use. CUSTOMER must incorporate all copyright and other notices included on the materials on any copies or partial copies that CUSTOMER makes, (iv) use the Software only for lawful purposes and not use the Software for any fraudulent purposes, (v) keep secure and confidential the account password or any identification PARABLU provides CUSTOMER which allows access to the Software.

          CUSTOMER shall not: (i) make a copy of any of the Software for any purpose not explicitly permitted herein; (ii) provide commercial hosting services, sell, sublicense, rent, loan or lease the Software to another party, without the prior written consent of PARABLU; (iii) except to the extent that such a prohibition is expressly prohibited by law, decompile, disassemble, reverse engineer or modify, in any manner, any of the Software; (iv) transfer or assign CUSTOMER’s rights to use the Software; (v) use the Software in violation of applicable local, federal or other laws or regulations; (vi) use the Software for any purpose other than as permitted in this LICENSE AGREEMENT, (vii) use someone else’s copyrighted or trademarked work with the Software, if CUSTOMER is not permitted to use it, (viii) use any pirated version of the Software or share the Software with a third party without the prior written permission of PARABLU, (ix) attempt to impair the operation of the Software, (x) try to harm the Software in any way whatsoever, (xi) modify, alter, or remove the copyright identifications, the trademarks, or any other intellectual property notice appearing on or included in the Software or which enables to identify the Software.

          CUSTOMER agrees that PARABLU and/or its licensors may, for business purposes, collect, process, and use technical information gathered as part of any product support services provided to the CUSTOMER, related to the Software and any other technical information CUSTOMER provides to PARABLU provided that such information does not personally identify the CUSTOMER.

          All title and intellectual property rights in and to the Software and any copies CUSTOMER is permitted to make herein, are owned by PARABLU and/or its licensors and is protected by United States and other country patent, copyright, trade secret, and other laws and by international treaty provisions.

          Acceptance of the Software occurs upon grant of a license certificate by PARABLU. PARABLU and/or its licensors retain ownership of the Software. No rights are granted to CUSTOMER other than a license to use the Software upon the terms expressly set forth in this LICENSE AGREEMENT. Such licensors, in addition to any other rights or remedies available to them, are third party beneficiaries of this LICENSE AGREEMENT for their respective software and may have the right to enforce such terms against CUSTOMER. The structure, sequence, organization and source code of the Software are valuable trade secrets of PARABLU and/or its licensors.

          Any reports regarding CUSTOMER’s use of the Software and any other usage information, results, comments, or suggestions provided by CUSTOMER to PARABLU regarding the Software (collectively, the “Feedback”) shall be deemed non-confidential information of CUSTOMER and shall not be treated as ‘confidential information’ by CUSTOMER. This Feedback may be used by PARABLU to improve the Software and its performance and also to prepare data analysis on the usage of the Software among its users. By using the Software CUSTOMER agree that Parablu shall on occasions, at its sole discretion, provide the Feedback information to third parties during its business operations.  By providing Feedback, CUSTOMER grants and assigns to PARABLU, under CUSTOMER’s intellectual property rights and other ownership rights, a worldwide, royalty-free, irrevocable, and non-exclusive license, with the right to sublicense to PARABLU’s Licensees and customers, the rights to use and disclose the Feedback in any manner Parablu chooses, and to display, perform, copy, make, have made, use, sell, and otherwise dispose of PARABLU’s products embodying the Feedback in any manner and via any media PARABLU or its sub-licensees choose, without obligation to the CUSTOMER. To the extent that CUSTOMER may acquire by operation of law or equity, any right, title, or interest, including any intellectual property rights, in or to the Feedback, or any modifications, or developments related thereto, CUSTOMER hereby assigns to PARABLU CUSTOMER’s entire right, title, and interest, including all intellectual property rights, therein and thereto, and agrees to execute any necessary documents as reasonably required and requested by PARABLU in connection with the foregoing. The above provisions and rights granted regarding title and intellectual property rights associated with the Software and the Feedback shall survive termination of this License Agreement.

          Intellectual Property Ownership

          PARABLU alone shall own all right, title and interest, including all related intellectual property rights, in and to the Software and any suggestions, adaptation, translation, modification, ideas, enhancement requests, Feedback, recommendations or other information provided by CUSTOMER relating to the Software. The LICENSE AGREEMENT is not a sale and does not convey to the CUSTOMER any rights of ownership in or related to the Software, or any intellectual property rights owned by the PARABLU. The COMPANY name, the COMPANY logo, and the product names associated with the Software are trademarks of PARABLU or third parties, and no right or license is granted to the CUSTOMER to use them. All rights not expressly granted hereunder are expressly reserved by PARABLU. Save and except the Feedback as defined above, CUSTOMER owns, and will continue to own all rights, title and interests in and to any inventions however embodied, know how, works in any media, software, information, trade secrets, materials, property or proprietary interest that CUSTOMER owned prior to this LICENSE AGREEMENT, or that CUSTOMER created or acquired independently of CUSTOMER’s dealings with the other party pursuant to this LICENSE AGREEMENT (collectively, “Pre-existing Works”).

          Third Party Interactions

          During use of the Software, CUSTOMER may enter into correspondence or an activity with third parties. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between CUSTOMER and the applicable third-party. PARABLU and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction between CUSTOMER and any such third party. PARABLU does not endorse any sites on the Internet that may be linked through the Software, and in no event shall PARABLU or its licensors be responsible for any content, services or other materials on or available from such sites or third parties. PARABLU provides the Software to CUSTOMER pursuant to the terms and conditions of the LICENSE AGREEMENT. CUSTOMER recognizes, however, that certain third-parties may require CUSTOMER’s agreement to additional or different terms and conditions prior to CUSTOMER’s use of or access to their services, and PARABLU disclaims any and all responsibility or liability arising from such agreements between You and the third parties.

          Audit Rights

          CUSTOMER agrees that, upon a three (3) business days’ written notice given to CUSTOMER, PARABLU or a third party appointed by PARABLU, may at its own cost, inspect and audit CUSTOMER’s records and/or premises, to ensure that CUSTOMER’s use of the Software complies with the terms and conditions of the license granted under this LICENSE AGREEMENT. CUSTOMER agrees to co-operate with PARABLU or the third party appointed by PARABLU so that such audit can be carried out. In the event, CUSTOMER does not co-operate with PARABLU or the third party appointed by PARABLU for such audit, then the audit team shall determine the extent of unauthorised usage based on the information available and such audit report shall be final and binding on CUSTOMER.

          If the audit reveals any unauthorized use of the Software, CUSTOMER shall immediately take steps to correct such use and pay the due amount for the additional licenses that would have been necessary for CUSTOMER’s use of the Software in compliance with the terms of this LICENSE AGREEMENT, the due amount being the then current price of the additional licenses. CUSTOMER agrees that the foregoing right of raising invoices for unauthorized use of the Software is without prejudice to any other legal remedies available to PARABLU under law. This audit right shall remain in force for two (2) years after the termination or expiration of this LICENSE AGREEMENT for any reason whatsoever.

          Indemnification

          By entering into this LICENSE AGREMENT and using the Software, CUSTOMER agrees that, at CUSTOMER’s own expense, CUSTOMER shall defend, indemnify and hold PARABLU, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities, interests, fines, penalties, and expenses (including attorneys’ fees and costs) arising out of or in connection with:

          1. CUSTOMER’s violation or breach of any Material Term of the LICENSE AGREEMENT and/ or any applicable law and/ or regulation, whether or not referenced herein; or
          2. CUSTOMER’s use of the Software which is not in accordance with this LICENSE AGREEMENT; or
          3. Injuries or death to persons or damage to tangible property in any way arising out of or caused by CUSTOMER’s negligence.

          Technical Support

          PARABLU shall provide CUSTOMER with technical support services in consideration for the subscription payment or in consideration of an annual support fee. CUSTOMER shall have the right to receive bug fixes and upgrades to minor versions of the Software. PARABLU, at its sole discretion, may make new features, and major release versions available during the term of the subscription agreement. Additionally, PARABLU may modify the terms and conditions that apply to CUSTOMER’s use of the Software to reflect such updated versions of the software and CUSTOMER agrees to such updated terms.

          Software provided as “Not for Resale”/“Beta”/“Demonstration”/“Test”/“Evaluation”

          If the Software is provided to CUSTOMER for beta, demonstration, test or evaluation purposes or is labelled “Not for Resale,” then, notwithstanding anything to the contrary in this LICENSE AGREEMENT: (i) The licenses granted herein shall be for a term of thirty (30) days (the “Evaluation Period”) unless otherwise agreed to in writing by PARABLU, and PARABLU reserves the right to terminate this LICENSE AGREEMENT or any licenses granted hereunder immediately upon written notice at its convenience; (ii) CUSTOMER’s use of the Software is limited to use for demonstration, test or evaluation purposes, and CUSTOMER may not resell or otherwise transfer the Software; (iii) CUSTOMER agrees to keep confidential and not to disclose or otherwise make publicly available any information related to the Software, including, but not limited to test results, characteristics, and performance of the software; (iv) CUSTOMER agrees not to copy the Software and not to provide a copy of the Software to any other party; (v) CUSTOMER agrees not to use the Software in a production environment or for production data processing purposes, and that any use of the Software in a production environment or for production data processing purposes is at CUSTOMER’s sole risk to backup data and take other appropriate measures to protect your computer programs and data; and (vi) CUSTOMER agrees to immediately, on or before the end of the Evaluation Period, promptly remove, destroy, and erase from computer memory and storage media any installed copy of the Software, and return the Software to PARABLU together with all documentation and other materials provided by PARABLU. Limited duration licenses, site licenses, beta, evaluation, test or demonstration Software products are delivered “AS IS” without a warranty of any kind. PARABLU shall have no obligation to support, maintain, or provide other assistance regarding any limited duration licenses, site licenses, beta, evaluation, test, or demonstration Software products. IF THE SOFTWARE IS PROVIDED TO CUSTOMER FOR BETA, DEMONSTRATION, TEST, OR EVALUATION PURPOSES OR IS LABELED “NOT FOR RESALE,” IN NO EVENT WILL PARABLU BE LIABLE FOR ANY DAMAGES FOR ANY CAUSE OR FOR ANY CLAIM BY BORROWER OR FOR ANY THIRD PARTY CLAIM, INCLUDING BUT NOT LIMITED TO ANY DIRECT DAMAGES, ACTUAL DAMAGES, LOST PROFITS, LOST DATA, LOST SAVINGS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF PARABLU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

          Note on JAVA Support

          THIS SOFTWARE PRODUCT MAY CONTAIN SUPPORT FOR PROGRAMS WRITTEN IN JAVA. JAVA TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF JAVA TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

          Prerequisites

          CUSTOMER acknowledges that CUSTOMER has been made aware of the technical pre-requisites such as hardware and software required to run the Software, prior to the conclusion of this LICENSE AGREEMENT.

          CUSTOMER is responsible for and in charge of the purchase, the use and the upgrade/maintenance of any third party’s software license/hardware required for the running of the Software.

          Limited Warranty

          With the exception of Software provided to CUSTOMER for beta, demonstration, test or evaluation purposes or that is labelled “Not for Resale, PARABLU warrants that the Software licensed hereunder shall be new and shall operate substantially in accordance with how it was advertised, for a period of thirty (30) days from the date of the grant of License by PARABLU (hereinafter the “Warranty Period“). If, during the Warranty Period, CUSTOMER believes the Software to be defective, CUSTOMER must immediately notify PARABLU in writing and follow PARABLU’s instructions regarding the return of such Software. PARABLU’s sole liability to CUSTOMER, shall be, at PARABLU’s option, (i) repair or replacement of the Software which does not comply with this Limited Warranty, or (ii) return of the amount paid by CUSTOMER for the Software which does not comply with the Limited Warranty.  In the event PARABLU determines that the software product is in compliance with this Limited Warranty, CUSTOMER shall pay the cost of all charges associated with the inspection and shipment of such Software by PARABLU.

          Non-Solicitation

          CUSTOMER shall not solicit nor directly employ, any of PARABLU’s personnel, during the term of this agreement and during the Six (6) months thereafter, without a prior written consent from PARABLU.

          Governing Law and Jurisdiction

          The export of the Software may be restricted by the export control laws of the United States of America and other countries. CUSTOMER agrees to comply strictly with all such regulations which are applicable to CUSTOMER and acknowledges that CUSTOMER as the licensee of the Software has the responsibility to obtain licenses to export, re-export, or import Software as may be applicable to licensees of such Software, whether or not referenced herein. This LICENSE AGREEMENT shall be governed by the laws of California, USA without regard to any provisions concerning the applicability of the laws of other jurisdictions. Unless CUSTOMER has signed a separate License Agreement with PARABLU, this LICENSE AGREEMENT is the complete and exclusive statement of CUSTOMER’s agreement with PARABLU with respect to the subject matter hereof and supersedes all prior agreements.

          If any provision of this LICENSE AGREEMENT is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this LICENSE AGREEMENT shall remain in full force and effect.

          CUSTOMER and PARABLU agree that any legal disputes or claims arising out of or related to LICENSE AGREEMENT (including but not limited to the use of the Software, or the interpretation, enforceability, revocability, or validity of the LICENSE AGREEMENT, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the state in which LICENSE AGREEMENT was performed. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules, or as otherwise mutually agreed by you and PARABLU. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. CUSTOMER and PARABLU agree that any claim, action or proceeding arising out of or related to the LICENSE AGREEMENT must be brought in CUSTOMER’s individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective, or class proceeding.

          Disclaimer

          PARABLU DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE. THIS LIMITED WARRANTY PROVIDED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES. PARABLU AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND PARABLU AND ITS LICENSORS EXPRESSLY EXCLUDE AND DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES OR  THE PROVISIONS SET FORTH IN THIS LICENSE AGREEMENT  STATE PARABLU’S AND ITS LICENSORS’ ENTIRE RESPONSIBILITY AND CUSTOMER’s SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF ANY WARRANTY.

          No Consequential Damages

          NEITHER PARABLU, NOR ANY OF ITS LICENSORS, WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER OR ANY OTHER PARTY, FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF INFORMATION OR DATA OR ANY OTHER SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR FAILURE TO MEET ANY DUTY INCLUDING GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE, FOR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) REGARDLESS OF THE FORM OF ACTION OR RESULTING FROM THE LICENSE OF SOFTWARE PRODUCTS OR USE BY CUSTOMER OR ANY OTHER PARTY OF SUCH PRODUCTS, OR INABILITY TO USE THE SOFTWARE AND EVEN IF PARABLU OR ANOTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF THIS LIMITED WARRANTY.

          Limitation of Liability

          IN THE EVENT PARABLU OR ITS LICENSORS ARE SUBJECT TO ANY LIABILITY IN CONNECTION WITH THE SOFTWARE PRODUCTS FOR ANY REASON WHATSOEVER WHETHER ARISING FROM BREACH OF CONTRACT OR OTHERWISE NEITHER PARABLU’S LIABILITY NOR THE LIABILITY OF ITS LICENSORS SHALL EXCEED THE SUM PAID BY CUSTOMER TO PARABLU FOR THE SOFTWARE PRODUCT WHICH WAS FOUND TO HAVE NOT COMPLIED WITH THIS LIMITED WARRANTY. CUSTOMER’s AGGREGATE MONETARY LIABILITY, FOR ALL CLAIMS AND DAMAGES ARISING OUT OF THIS LICENSE AGREEMENT, REGARDLESS OF THE FORM OF ANY SUCH CLAIM, INCLUDING COSTS, ATTORNEYS’ FEES AND EXPENSES WHERE APPLICABLE, SHALL BE LIMITED ONLY TO THE FEES PAID FOR SUCH SOFTWARE.  THIS LIMITATION SHALL APPLY EVEN IF PARABLU OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY.

          Force Majeure

          PARABLU will be excused from performance of its obligations under this agreement to the extent that performance is rendered impossible by earthquake, fire, flood, governmental action, pandemic, labor disruptions, supplier failures, or any other event or circumstance beyond PARABLU’s reasonable control.

          United States Government and DOD 

          This article applies to all acquisitions of this Software by or for the Federal Government. By accepting delivery of this Software, CUSTOMER hereby agrees that this software qualifies as “commercial computer software” as that term is used in the acquisition regulation(s) applicable to this procurement. The terms and conditions of this LICENSE AGREEMENT shall pertain to the Government’s use and disclosure of this Software, and shall supersede any conflicting contractual terms and conditions. If this LICENSE AGREEMENT fails to meet the Government’s minimum needs or is inconsistent in any respect with Federal procurement law, the Government agrees to return this software, unused, to PARABLU.

          All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

          Trademark Acknowledgment

          Parablu, Parablu Systems and logo, ParaCloud, Blu-Cloud, BluSync, BluDoD, BluTrak, BluChek, BluSafe, BluVault, BluKrypt, and “The Cloud You Can Trust” are trademarks, and may be registered trademarks of Parablu Inc.

          Patent Acknowledgment

          This Software is covered by patent 9282168 and pending non-provisional patent application 50533-4-01-US filed with the USPTO.

          Copyright Acknowledgment

          © 2012-2020 Parablu Inc. All rights reserved.

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