Engage Addendum
This Betterworks Engage Addendum is entered into as of the Effective Date (as defined below) and is by and between BetterWorks Systems, Inc. (“Betterworks”) and the Customer specified below (the “Customer”) (“Betterworks Engage Addendum”). While Betterworks reserves the right to update or change its compliance efforts to meet regulatory requirements or industry standards, Betterworks will notify Customer of any material changes.Capitalized terms used in this Betterworks Engage Addendum and not defined herein shall have the meanings given to them in the applicable Order Form, including the Terms and Conditions incorporated therein, entered into by the Parties (including its Exhibits, “Agreement”). In the event of a conflict between the requirements (or defined terms) under this Betterworks Engage Addendum and the Agreement, this Betterworks Engage Addendum shall take precedence and prevail as it relates to the conflicting terms in respect of the subject matter of this Betterworks Engage Addendum and specifically the Customer Engage Data (as defined below). The Effective Date of this Betterworks Engage Addendum shall be the later date between (i.) the Effective Date of the Agreement; or (ii.) date of Betterworks’ signature below. As used herein, the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”.This Betterworks Engage Addendum shall apply as follows:
- Engage Customer Data. Customer acknowledges and agrees that the provision of the Betterworks Engage Services (the “Engage Services”) to Customer may require the use of Customer Engage Data (defined below) and that Betterworks is permitted to use such Customer Engage Data for the provision of the Engage Services to Customer and that such right shall immediately terminate upon the termination or expiration of this Agreement. Customer also acknowledges and agrees that the Betterworks Customer Data (as defined in the Agreement) and Engage Customer Data may be combined and/or transferred between the Engage Services and Betterworks Services. At present time, the Engage Customer Data collected from the Betterworks Engage Services are hosted outside of the Betterworks Services and are governed by this Betterworks Engage Addendum and the Betterworks’ Engage Privacy Policy at https://www.betterworks.com/privacy-policy-engage-offer. In the event of any conflicts, this Engage Addendum shall govern.As between Customer and Betterworks, Customer will retain sole and exclusive ownership of all Customer Engage Data. “Customer Engage Data” means confidential or proprietary data supplied by Customer or end users of Customer (“Users”) to Betterworks through the use of the Engage Services. Customer Engage Data will be void of sensitive personal information (e.g., Customer will not pass to Betterworks or store inside the Betterworks Engage website or space (“Engage Site”) sensitive personal information including, but not limited to, Social Security number, driver’s license number, other government-issued identification number, financial account number, credit or debit card number, insurance ID or account number, health or medical information, consumer reports, background checks, biometric data, digital signatures, any code or password that could be used to gain access to financial resources, or any other unique identifier of a user or individual).For purposes of clarity, information that is reasonably in scope of this Agreement includes certain human resource (“HR”) information, and other information about Users, from the Customer, and at the Customer Company’s option, such as: region of origin, name, email address, phone number, education, demographic data, and gender. When Users answer surveys or engage in conversations with peers through the Betterworks Engage Service by voting on surveys or engaging in text conversations between peers, Betterworks Engage collects employee opinions from Users. User votes or comments
Betterworks Systems, Inc. | Betterworks Confidential Form DPA, 999040518: Page 2of 26795428_2are connected to their authors.Notwithstanding the foregoing, Customer Engage Data does not include Betterworks’ Engage Aggregated Anonymous Data (as defined herein). - Engage Privacy & Security. For the duration of the Term, Betterworks will maintain administrative, physical, and technical safeguards that meet then-current and relevant industry standards related to the privacy, security, confidentiality, integrity, and availability of Customer Engage Data, including, without limitation, by maintaining a written information security program that includes applicable policies, procedures, training, and technology controls designed to protect Customer Engage Data from unauthorized access, use, disclosure, alteration, or destruction. Betterworks will use Customer Engage Data consistent with the Agreement and the Betterworks’ Engage Privacy Policy at https://www.betterworks.com/privacy-policy-engage-20/(the “Betterworks Engage Privacy Policy”). While Betterworks reserves the right to update or change the Betterworks Engage Privacy Policy from time to time by posting a revised version of the Betterworks Engage Privacy Policy at the foregoing link, Betterworks will notify Users of any material changes via email or splash page in the Engage Services. To support Betterworks’ Engage Services, Betterworks may utilize third parties that process Customer Engage Data (each, a “Sub-Processor”). Betterworks utilizes third-party Sub-Processors to provide infrastructure support and to provide assistance with customer support, email notifications, and communication as part of the Engage Services to Customer. Betterworks evaluates each Sub-Processor’s administrative, physical, and technical practices to ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Engage Data and preventing unauthorized access. Betterworks will provide notice to Customer of its use of Sub-Processors by keeping its list of Third Party Service Providers or Sub-Processors current at https://www.betterworks.com/privacy-policy-engage-20/. In the event Customer does not agree to Betterworks’ use of Sub-Processors,Customer may terminate the Agreement for convenience with written notice to Betterworks (where Fees due on the then-current Term are not absolved and Betterworks will not provide refunds). Customer bears sole responsibility for adequate security, protection and backup of its Customer Engage Data in Customer’s (or its employee’s, representative’s, or agent’s) possession or control.
- Aggregated Anonymous Data. Betterworks may aggregate the metadata and usage data of Customer so that the results are non-personally identifiable with respect to Customer or User (“Aggregated Anonymous Data”). The Aggregated Anonymous Data will be deemed Betterworks’ Technology, and Customer acknowledges that Betterworks may use the Aggregated Anonymous Data (i) for its own internal, statistical analysis, (ii) to develop and improve the Services, and (iii) to create and distribute reports and other materials regarding use of the Services. For purposes of clarity, nothing in this Section 3 gives Betterworks the right (or ability) to publicly identify Customer as the source of any Aggregated Anonymous Data.
- Service Levels, Support. Subject to the terms and conditions of the Agreement and the applicable Order Form(s), Betterworks will provide the Betterworks Engage Service in accordance with the Betterworks Engage SLA, located at https://www.betterworks.com/sla (“SLA”). Betterworks will also provide support services in accordance with the applicable Order Form(s).”
- This Betterworks Engage Addendum shall survive until the date when any and all associated Order Form(s) expire or are earlier terminated by the written agreement between Parties