This Resolver EU Data Act Addendum (“Addendum”) governs all requests made by an Eligible Customer (as defined below) to exercise their rights pursuant to Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 concerning harmonized rules on fair access to and use of data (the “EU Data Act”).
This Addendum is automatically incorporated by reference into and supplements the Resolver Terms of Service, or other prior written agreement between Resolver and its customer (the “Agreement”), governing the Eligible Customer’s subscription to the Resolver hosted (SaaS) commercial software services (“Software”), and sets out the Eligible Customer’s rights and obligations when exercising its options under the EU Data Act. Unless otherwise stated herein, defined terms shall have the meaning given in the Agreement.
-
Scope. This Addendum sets out the terms and conditions under which Resolver Customer named in an active Resolver Order Form, who is registered in a member state of the EU/EEA and who meets the requirements of the EU Data Act (“Eligible Customers”) can exercise their rights under the EU Data Act to: (i) obtain a copy of their hosted data from Resolver; or (ii) switch their data hosting services provider to a new provider (which would require cancellation of their Resolver subscription).
In this Addendum, Resolver refers to the “Hosted Data”. “Hosted Data” is defined to mean any digital representation of acts, facts or information and any compilation of such acts, facts or information, including in the form of sound, visual or audio-visual recording if applicable, which has been submitted for hosting by Resolver through the Eligible Customer’s use of the Software during a subscription. Hosted Data may include Eligible Customer’s personal data, and non-personal data. Hosted Data therefore does not include any other data, such as any content owned by Resolver, and any data excluded from Hosted Data (such as data specific to the internal functioning and performance of the Resolver Software; assets or data protected by intellectual property rights, or constituting a trade secret, of providers of data processing services or third parties).
-
Request Process.
Request a Copy of the Hosted Data
An Eligible Customer would initiate this process by reaching out to their Resolver Customer Success Manager (CSM) with a request to obtain a copy of their Hosted Data (a “Copy Request”). If Customer does not have a current CSM, or does not have current contact information, they may instead email their Copy Request to: customersuccess@kroll.com. A Copy Request communicated through any other means, including by filing a Support Ticket, will be referred to the CSM.
The CSM will reply promptly to the Eligible Customer’s Copy Request, usually within 2 business days. The CSM will verify key information, including the Eligible Customer’s identity, authority to act on the Eligible Customer’s behalf, and eligibility under the EU Data Act. A Copy Request may be delayed while such key information is obtained. A Copy Request will be deemed received by Resolver only on the date on which Eligible Customer has provided all information that may reasonably be requested. Once the CSM has verified such information, the CSM will initiate the Copy Request on the Eligible Customer’s behalf and advise the Eligible Customer on next steps in the process, including as to timing, and keep them informed.
The datafile containing the Hosted Data will be generated by Resolver and then made available for a password-protected download using a secure data transfer protocol. Resolver reserves the right to charge the Eligible Customer a processing fee to generate such copies, in the event that we receive more than one Copy Request in any calendar year.
Important: Once Resolver delivers a copy of the Hosted Data to the Eligible Customer, that copy will then be outside of the Resolver secured hosting environment. Such data will therefore be vulnerable to unintended use, copying and disclosure by unauthorized persons. It will be the Eligible Customer’s sole and exclusive responsibility to properly secure, and control access to, that data.
Request to Switch Hosting Providers and Cancel the Software Subscription
Under current technical constraints, any request by an Eligible Customer to switch their existing hosting service provider will also necessitate cancellation of their subscription to the Software. An Eligible Customer would initiate this process at any time during a subscription term by reaching out to their Customer Success Manager (CSM) with a request to migrate its Hosted Data outside of the Resolver hosting environment either to (i) be used by a different hosting service provider, which the Eligible Customer designates, or (ii) be installed in its own on-premise infrastructure (“Switching Request”). If Customer does not have a current CSM, or does not have current contact information, they may instead email their Switching Request to: customersuccess@kroll.com. A Switching Request communicated through any other means, including by filing a Support Ticket, will be referred to the CSM.
The CSM will reply promptly to the Eligible Customer’s Switching Request, usually within 2 business days. The CSM will verify key information, including the Eligible Customer’s identity, authority to act on the Eligible Customer’s behalf, and eligibility under the EU Data Act. A Switching Request may be delayed while such key information is obtained. A Switching Request will be deemed received by Resolver only on the date on which Eligible Customer has provided all information that may reasonably be requested. Once the CSM has verified such information, the CSM will initiate the Switching Request on the Eligible Customer’s behalf and advise the Eligible Customer on next steps in the process, including as to timing.
Such switch will be accomplished within 30 calendar days after the end of the 2-month notification period from the date Resolver receives a fully completed Switching Request (“Transition Period”). Resolver will inform Eligible Customer within 14 business days of receiving a Switching Request if the Transition Period is technically unfeasible, providing a reasonable explanation for such technical limitations and an alternative Transition Period for the Eligible Customer to export their Hosted Data, which shall not exceed 7 months (“Alternative Period”). Eligible Customer shall have the right to ask for a different Alternative Period that is reasonably appropriate under the circumstances, at the time of the request, which shall not exceed 7 months. On or before the end of the Transition Period or the Alternative Period, as applicable, Resolver will generate a datafile containing the Hosted Data, and then make that datafile available for a password-protected download using a secure data transfer protocol.
Throughout the switching process and in accordance with the Agreement, Resolver will provide reasonable assistance, act with due care to maintain business continuity during the switch, and maintain the agreed level of security. Eligible Customer must commence and complete its switch within the Transition Period or Alternative Period, as applicable. Resolver may also inform Eligible Customer about any known risks to the continuity in the provision of the Services and/or technical limitations as a result of the switching during the Transition Period once the Switching Request is submitted or as otherwise indicated by Resolver.
Important: Once Resolver delivers a copy of the Hosted Data to the Eligible Customer, that copy will be outside of the Resolver secured hosting environment. Such data will therefore be vulnerable to unintended use, copying and disclosure by unauthorized persons. It will be the Eligible Customer’s sole and exclusive responsibility to properly secure, and control access to, that data.
Eligible Customer acknowledges and agrees that, given the current configuration of the Resolver Software, any Switching Request requiring a change of the current hosting services provider shall also constitute a termination of that software subscription by Customer.
Termination of Software Subscription
In connection with an Eligible Customer’s valid Switching Request, the Eligible Customer’s Order Form(s) with Resolver will automatically terminate following completion of a Switching Request. Upon Eligible Customer either (i) notifying Resolver in writing about the successful export of Hosted Data, confirming that you have completed your switch and ceased using the Resolver Software, or (ii) in the absence of formal notification by Eligible Customer as indicated above, the switching will be deemed successful at the end of the Transition Period or Alternative Period (the “Termination Date”).
Eligible Customer will remain liable for all normal fees and service charges incurred up the Termination Date, and is expected to bring their account up to date if necessary. Resolver will not charge any other fees or penalties in respect of the Switching Request. Eligible Customer shall be entitled to request a refund of any prepaid subscription fees for the period of a subscription following the Termination Date, by filing a Support Ticket.
Resolver will continue to provide the Software and Services in accordance with the Agreement until the Termination Date. Resolver will be under no obligation to maintain or provide Eligible Customer’s Hosted Data after the Termination Date, and Resolver will, within 30 days thereafter, unless legally prohibited, delete or destroy all Hosted Data in Resolver’s systems or otherwise in Resolver’s possession or control.
Indemnification
Several legal entities may be entitled to purchase or use the Software under the Agreement (including without limitation Eligible Customer’s Affiliates and Users) and such entities other than the Eligible Customer making the request could therefore be impacted by the Switching Request in accordance with this section (“Impacted Parties”). It is the Eligible Customer’s sole responsibility to ensure that Eligible Customer has all rights and permissions concerning the Switching Requests and the Hosted Data before exercising its rights hereunder.
Eligible Customer will defend Resolver and its Affiliates against any claim, demand, suit or proceeding made or brought against Resolver by Impacted Parties (a) alleging that the Switching Request infringes such Impacted Party’s rights or licenses and will indemnify Resolver from any damages, attorney fees and costs finally awarded against Resolver as a result of, or for any amounts paid by Resolver under a settlement approved by Eligible Customer in writing of, such a claim against Resolver, provided Resolver (A) promptly gives Eligible Customer written notice of such a claim against Resolver, (B) gives Eligible Customer sole control of the defense and settlement of such a claim against Resolver (except that Eligible Customer may not settle any such claim against Resolver unless it unconditionally releases Resolver of all liability), and (C) gives Eligible Customer all reasonable assistance, at Eligible Customer’s expense. The above defense and indemnification obligations do not apply if such a claim against Resolver arises from Resolver’s breach of this Agreement, the Documentation, or applicable Order Forms.
Liability
Resolver shall not be liable for any damages, losses, costs, or expenses arising out of or in connection with a Copying Request or Switching Request. This exclusion of liability includes, but is not limited to, any issues related to Hosted Data integrity or loss, system downtime, compatibility issues, or any other disruptions or failures occurring outside of the Resolver hosting environment that may occur during or as a result of a Copying Request or Switching Request. The Eligible Customer assumes full responsibility for the successful use, storage, access, copying, or disclosure of Hosted Data while not under Resolver custody or control.
Miscellaneous
The terms of this Addendum, together with any other documents referenced herein, constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, negotiations, discussions and understandings, written or oral, between the Eligible Customer and Resolver. Except as expressly provided in this Addendum, there are no representations, warranties, conditions, other agreements or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Addendum. Notices are to be delivered in accordance with the terms of the Agreement. This Addendum is to be applied and interpreted in accordance with the law and venue of the EU member state identified in the Agreement, failing which the laws and venue of Ireland will apply. In the event of any conflict or inconsistency between this Addendum and the Agreement, the terms of this Addendum will control over the Agreement to the extent of such inconsistency. In all other respects, the terms of the Agreement are ratified and confirmed.