Contracts
- Welcome to Pantheon Legal Center!
- Client Agreements Guide
- Vendor Agreements Guidelines
- Acceptable Use Policy
- WebOps Services Agreement - Enterprise
- WebOps Services Agreement - EDU
- US Privacy Policy
- Software Evaluation Licensing Terms
- Reseller Terms of Service
- Statement of Work - Site Migration
- Statement of Work - Managed Updates
- Statement of Work - Advanced Global CDN
- Change Order to Vendor Master Services Agreement
- Non-Disclosure Agreement
- Vendor Data Processing Agreement
- Vendor Data Processing Agreement
- Vendor Requirement Form
- Vendor Work Order Pantheon US
- Statement of Work Request
- UK Privacy Policy
- Vendor Work Order Pantheon PH
- Supplemental Agreement for Contractors
- Supplemental Agreement for Independent Contractors
- Contractor Agreements Guidelines
- Contractor Data Processing Agreement
- Employee Privacy Policy
- Canada Privacy Policy
- Canada Employee Privacy Policy
- Philippines Privacy Policy
- Pantheon Global Services Agreement
- UK Employee and Applicant Privacy Policy
- Mutual Non-Disclosure Agreement - US
- Pantheon Heroes NDA
- Pantheon - Vendor Mutual NDA
- WebOps Services Agreement
- Supplier Code of Conduct
- Privacy Policy
- Legacy Contracts
- Terms of Service (Outdated)
- Master Services Agreement (Outdated)
- Statement of Work
- Pantheon Trademark Standards for Use
- Global Services Agreement
- Client Data Processing Agreement
- Mutual Non-Disclosure Agreement
- Mutual Non-Disclosure Agreement (2023)
- Client Data Processing Agreement
- Elite Terms of Service - Pre 05-22-2018 (Outdated)
- Elite Terms of Service (Outdated)
- US Privacy Policy
- SLA - Pre 05-22-2018
- SLA - Pre 08-26-2022
- Service Level Agreement
- Cookie Policy
- Our Position on Content on Our Platform
- Trademark Standards For Use
- W-9 2023
- Sub-processors List
- Technology Partner Agreement
- Strategic Partner Agreement
Welcome to Pantheon Legal Center!
Version 6.0
Effective October 21, 2022
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Client Agreements Guide
Version 3.0
Effective July 17, 2023
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- Acceptable Use Policy (AUP). This applies to any use of the services provided by Pantheon Systems, Inc.
- Client Data Processing Agreement. This lays out the nature, purpose and duration of the data processing activities that will take place. It states the rights and obligations of each party concerning the protection of personal data.
- Privacy Policy (US and UK). These state how Pantheon handles information we gather from third parties including, but not limited to, visitors to https://pantheon.io and users of the Pantheon services.
- Statement of Work. This applies to Professional Services to be provided by Pantheon as requested by clients.
- Software Evaluation Licensing Terms. This applies to any use of or participation in the Evaluation Materials provided to you which may be a trial, pre-release, beta or other limited-functionality or limited-access versions of the services and/ or its parts.
- Reseller Terms of Service. This is for authorized resellers of Pantheon subscription services
- Legacy Contracts (MSA, ToS and Elite ToS). These are for legacy clients only.
Vendor Agreements Guidelines
Version 19.0
Effective August 15, 2022
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Welcome to Pantheon Legal Center for Vendor Agreements!
- Submit a Statement of Work Request (SOW) or Vendor Work Order (WO), as applicable: Vendors who would like to bid or offer a service to Pantheon may fill out this form. Linked to both forms is our Global Services Agreement. (For vendor contracts with a contract value of more than $3,000; or the contract term is more than 30 days; or if vendor has any access to Pantheon's sensitive information; or other high contractual risks, the SOW shall be used. If your services do not meet any of these qualifications, the Vendor WO shall be used. If in doubt, please contact your Pantheon POC or legal@pantheon.io)
- Sign additional required documents for data access: Vendors with access to Pantheon's data as a business requirement must additionally sign the following:
- Change Orders: If changes are needed to your existing SOW on Pantheon's standard template, submit these requests by Change Order.
- Once vetted by the company, Pantheon stakeholder will send vendor the link to the Vendor Requirement Form.
Acceptable Use Policy
Version 15.0
Effective April 8, 2020
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Acceptable Use Policy
This Acceptable Use Policy (“AUP”) applies to any use of the services provided by Pantheon Systems, Inc. (“Pantheon,” “we,” “us,” or “our”) to you the user (“Subscriber” or “you”). Subscriber has separately entered a services agreement (“Agreement”) with Pantheon and this AUP are deemed “Supplemental Terms” within the meaning of the Agreement . These Supplemental Terms take effect on the earlier of: the last date a party signs, when you click an “Accept” button or by your use of any of the Services (the “Effective Date”). All capitalized terms are as defined in the Agreement except as set out herein.
WebOps Services Agreement - Enterprise
Version 31.0
Effective August 19, 2022
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WebOps Services Agreement
Subscriber hereby represents that it has read, understood, and agrees to be bound to this Agreement and to conduct electronic business transactions with digital acceptance processes and electronic signatures.
Pantheon may modify this Agreement with written notice to Subscriber at the e-mail address Subscriber maintains with Pantheon. Changes to this Agreement shall be effective immediately and any material changes shall be effective the earlier of thirty (30) days after such notice or the minimum notice period required under applicable law with respect to those material changes requiring additional notice. If you do not agree to any change(s) to this Agreement, you may not access or use the Services and must contact Pantheon directly at legal@pantheon.io.
1. USE OF SERVICES
1.1 Services. Pantheon provides a centralized website operations platform designed to increase productivity across collaborative teams building and supporting a website or a portfolio of websites (“WebOps”). Any Services Pantheon performs for Subscriber are subject to the terms and conditions of this Agreement. Pantheon shall provide the Services that you select in the Order Form, solely for your own use and the use of your affiliates (as may be specified in the Order Form) and not for the use or benefit of any third party except under Supplemental Terms (defined below) to this Agreement. Any authorized resale of the Services are subject to the Reseller Terms of Service set out at https://legal.pantheon.io.
1.2 Access to Services. Subject to this Agreement, Pantheon shall make the Software Tools available twenty-four hours a day, seven days a week, provided that Pantheon shall not be responsible for any failure in the Software Tools caused by (a) your systems, configuration, third party products or services procured by you and any unauthorized access thereof (b) network, telecommunications or other service or equipment, (c) your gross negligence or willful misconduct or the gross negligence or willful misconduct of third parties engaged by you, (d) any Force Majeure Event, and (e) reasonable measures necessary to provide Subscriber with a high performing WebOps platform to meet our obligations under this Agreement and provide upgrades to our subscribers for the Software Tools and Services. Pantheon shall minimize such disruption where it is within Pantheon’s reasonable control but may otherwise modify or suspend the Services at any time. Updates to the Services shall be as set out in the Documentation and corresponding release notes. Certain Pantheon features or Services may be deprecated or limited for access or use in subsequent releases. Pantheon retains the right to limit use and storage to those levels purchased by Subscriber at any time. Subscriber shall develop, operate, configure and maintain their Subscriber Content and shall ensure that any service calls are compatible with the then-current APIs for the applicable Services.
1.3 Subscribers Registration. Subscriber shall maintain accurate, complete, and updated registration information with Pantheon, including Subscriber’s email address as a material condition of this Agreement. Subscriber may not use the Services with a URL name that is subject to any Pantheon or third-party right without appropriate authorization. Pantheon reserves the right to refuse registration of, or cancel, a Pantheon URL that does not comply with the AUP or the terms and conditions of this Agreement in its discretion. Subscriber shall maintain adequate controls to secure access credentials to the Services and shall notify Pantheon immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber’s account or password.
1.4 Restrictions. Except as expressly authorized under this Agreement, neither you or any End User may, or permit any other to: (a) sell, rent, lease, license, sublicense, or assign the Services, or any part thereof to others without express permission under a separate signed written agreement; (b) access or use the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas; (c) transfer the Services or Documentation, in whole or in part, or any copy thereof to any third party; (d) reverse engineer, modify, decompile, disassemble, or otherwise access source code from the Software Tools or Services, or any part thereof; (e) copy, modify or prepare derivative works of the Services, or any part thereof; (f) violate any aspect of Pantheon’s AUP; or (g) use the Services to process or store any Restricted Data.
1.5 Subscriber’s Content. Subscriber shall be responsible for the accuracy, integrity, content and compliance of all Subscriber Content, including but not limited to Subscriber’s appropriate legal rights to use all Subscriber Content. Subscriber shall configure the Services to meet Subscriber’s requirements for archiving, storage, backup, and other configuration of such Subscriber Content used with the Services (including the UI). Pantheon shall provide Subscriber any configuration options for scheduling server backups, restoring data, access to log files or other application and server options available to Pantheon related to Subscriber’s use of Services. Pantheon shall not retain any Subscriber Confidential Information following termination of Services except as may be required under applicable law.
2. SUPPORT AND SERVICES.
2.1 Support Services. Pantheon may provide certain support services to you as described in the Documentation and the Order Form (“Support”). Pantheon may change the description and features of such Support programs at any time with notice to you as set out above. Pantheon endeavors to provide Support in accordance with the target response times, which are not binding commitments by Pantheon.
2.2 Professional Services. Pantheon shall provide professional services as specified in the Order Form and in accordance with the timeline, requirements and inclusive of any deliverables (“Professional Services”). The Parties may change items set out in the Order Form only as agreed upon in writing under a subsequent or amended Order Form entered between the Parties. Subscriber shall provide reasonable and timely assistance to Pantheon for Professional Services.
3. CONFIDENTIALITY.
3.1 Obligations of the Parties. For purposes of any Confidential Information shared by Disclosing Party, Receiving Party shall not disclose Confidential Information to any third party; provided that it may, however, disclose Confidential Information to its employees, contractors, advisors and agents solely for purposes of meeting Receiving Party’s obligations under this Agreement under similarly restrictive terms as set forth herein. If the Receiving Party is required to disclose Confidential Information pursuant to any applicable statute, regulation or order of a court of competent jurisdiction, Receiving Party shall reasonably notify Disclosing Party. Each Party shall maintain physical, technical and organizational safeguards designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of, Confidential Information provided by the other Party.
3.2 Exclusions to Confidentiality. Notwithstanding the foregoing, Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been lawfully known to the Receiving Party when provided by Disclosing Party; (iii) is lawfully received from a third party; or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to the Confidential Information. Confidential Information excludes PI, which requires unique protection and is more specifically addressed in Section 4 below.
4. DATA PROCESSING STANDARDS OF ANY PI.
4.1 Nature of Data Processing Activity. Pantheon hosts Subscriber Content as part of the Services. If Subscriber Content includes any PI shared with Pantheon, the Parties each agree to comply with all applicable federal, state and international laws, rules, regulations, and directives regarding the collection, use, disclosure, and/or processing of personal information pursuant to the Agreement, including but not limited to the following: (a) for the EEA and Switzerland, prior to May 25, 2018, the EU Data Protection Directive, and after May 25, 2018, Regulation EU 2016/769 or “GDPR,” (b) for the United Kingdom, data protection laws applicable in the United Kingdom, including the Data Protection Act of 2018 and the EU General Data Protection Regulation(Regulation 2016/679, and (b) for the U.S. the California Consumer Privacy Act (CCPA) and other similar state or federal laws (collectively, (a), (b) and (c) are referred to as“Data Protection Laws”). To the extent applicable, each Party understands and shall comply with their respective obligations thereunder to protect any PI in accordance with such Data Protection Laws in accordance with this Section 4. Pantheon shall not retain, use or disclose any PI for purposes other than the Services and under no circumstance shall sell such information to a third party within the meaning of CCPA or applicable Data Protection Laws. Pantheon maintains and annually updates a documented data breach action and response plan. If Pantheon discovers or is notified of a breach of security which likely resulted in lost access to or the unauthorized access, acquisition, modification, disclosure, use or loss of any PI (collectively, a “Data Breach”), Pantheon will, without undue delay of becoming aware of the Data Breach notify Subscriber of the Data Breach and take such other commercially reasonable actions and actions required by applicable Data Protection Laws to respond to the Data Breach.
4.2 Obligations of the Parties. Both Parties, where Subscriber shall be the data controller and where Pantheon shall be data processor (GDPR) or service provider (CCPA), or the conceptual equivalent of those terms, as those terms are defined under Data Protection Laws, shall ensure they each have in place appropriate technical and organizational security measures to protect any PI disclosed under this Agreement. Pantheon shall maintain data processing standards in accordance with Pantheon’s privacy policy accessible at https://www.pantheon.io/privacy and as maintained and updated by Pantheon periodically in accordance with Pantheon’s compliance program and all applicable Data Protection Laws. Pantheon shall adhere to such Privacy Policy and process any PI received hereunder solely to perform the Services and for no other purpose.
4.3. Consents and End User Requests. Subscriber shall maintain adequate legal consent(s) for any PI used by Subscriber with the Services under this Agreement. Subscriber shall promptly notify Pantheon, and Pantheon shall promptly respond to Subscriber regarding, any data access, transfer, deletion or other similar requests under Data Protection Laws.
4.4 International Transfers. For the transfer of Personal Data from the EEA and Switzerland to the U.S and any onward transfers and solely for purposes of the Services, the applicable standard contractual clauses from (i) the Commission Implementing Decision on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (2021/914/EU), dated June 4, 2021, as amended or replaced from time to time, or (ii) for transfers of Personal Data from the United Kingdom to the U.S. for Transfer of Personal Data to Processors Established in Third Countries, dated February 5, 2010, as amended or replaced from time to time (subparts (i) or (ii), as applicable of the “Standard Clauses”) shall apply and are hereby incorporated by reference into this Agreement). For purposes of the Standard Clauses, (a) Subscriber shall act as the data exporter and Pantheon shall act as the data importer and service provider; (b) any subprocessors (as defined under GDPR) shall be subject to Clause 11 (Sub-processing) of the Standard Clauses; (c) all Annexes and Appendices, as applicable, of the Standard Clauses shall be promptly completed by the Parties and incorporated by reference to this Agreement. If the Standard Clauses are amended or replaced from time to time, then the foregoing Standard Clauses and Annexes and Appendices shall be deemed updated as appropriate. To the extent that there is a conflict between this Agreement and the Standard Clauses, the Standard Clauses shall prevail. If the Standard Clauses or other applicable transfer mechanisms become invalid, they shall be replaced with other valid instruments prescribed by applicable Data Protection Laws.
4.5 Subcontracting. Pantheon maintains a current list of subprocessors for purposes of Data Protection Laws under its Privacy Policy as set out above. Subject to the rights reserved for a data exporter and the obligations of the data importer under applicable Data Protection Laws, including prior notice to Subscriber of any intended changes to the list of subprocessors, Pantheon shall maintain as current and Subscriber consents to Pantheon’s use of such subprocessors solely for purposes of the Services. Pantheon shall maintain adequate data protection agreements with such subprocessors and remain liable for any breach of this Section 4 caused by a Pantheon subprocessor.
5. INTELLECTUAL PROPRIETARY RIGHTS.
5.1 Intellectual Property Rights Ownership. As between the Parties, Pantheon retains ownership in and reserves all right, title, and interest in and to any and all Proprietary Rights in and to the Documentation, Subscription Plans, the Support and Professional Services excluding Subscriber Confidential Information, the UI, and Software Tools, in whole and in part, and all derivative works thereof (“Pantheon IP”). Except for Pantheon IP, as between the Parties, Subscriber retains ownership in and reserves all right, title, and interest in and to any and all Proprietary Rights in and to Subscriber Content and any works created by Subscriber or End User that do not include any Pantheon IP. Except as expressly set forth in Section 5.2 below, no express or implied license or right of any kind is granted to Subscriber regarding any Pantheon IP, the Services, or any part thereof, including without limitation any right to obtain possession of any source code, data or other technical material relating to the Services. All rights not expressly granted to Subscriber are hereby reserved by Pantheon.
5.2 License. Subject to this Agreement, Pantheon grants to Subscriber during the Term a limited, revocable, non-exclusive, non-sublicensable, non-transferable license, in object code form only, as applicable, to: (i) access and use the Documentation, Subscription Plans, and Software Tools and (ii) use the UI solely in connection with the Services. Further, Pantheon grants Subscriber a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license, to copy, modify, distribute, and create derivative works of any Professional Services exclusive of Pantheon IP. The Services may contain open source software components which are licensed under the terms of the applicable open source software licenses and not this Agreement. All licenses and other rights, if any, granted to you in this Agreement are conditional on your continued compliance with this Agreement, and shall immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
5.3 Cooperation. During and after the term, you shall not assert, nor shall you authorize, assist, or encourage any third party to assert, against Pantheon any intellectual property infringement claim regarding any Services you or any other authorized users have used on your behalf under this Agreement. Subscriber shall abide by all copyright notices, information, and restrictions contained in any UI accessed through the Services.
5.4 Retention of Rights in Downloaded Materials. Subject to this Agreement and any license restrictions included in such download, Subscriber may download or copy the UI, and other items designated for download, on the UI in connection with the Services and provided that Subscriber maintains all copyright and other notices contained in such UI. Such downloads and use thereof are provided solely in conjunction with your use of the Services, and any intellectual property therein is licensed to you by Pantheon or third-party licensors solely for your noncommercial use, and no title to the Software Tools or the UI shall be transferred to you.
5.5 Proprietary Rights of Subscriber Content. Subscriber shall own all Subscriber Content that Subscriber contributes to the UI. For purposes of Pantheon providing its Services, Subscriber hereby grants Pantheon during the Term a non-exclusive, worldwide, fully paid, royalty-free, non-transferable right and license to use, copy, cache, publish, display, distribute, modify, create derivative works and store such Subscriber Content solely to the extent necessary to provide the Services.
5.6 Feedback. If Subscriber identifies problems or changes or provides ideas, suggestions, or tangible materials to Pantheon about the Services (“Feedback”) Pantheon may use that information without obligation to Subscriber (including without limitation obligations of confidentiality), and Subscriber hereby irrevocably grants to Pantheon a fully paid, royalty-free, perpetual, worldwide, non-exclusive and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
5.7 Aggregate Data. Pantheon may create, generate, and use Aggregate Data for any lawful purpose.
5.8. Software Evaluation. When applicable, you may be provided Evaluation Materials, which may be a "trial", "pre-release", "beta" or other limited-functionality or limited-access versions of the Service and/or its parts. Your use of and participation in the Evaluation Materials is subject to additional Software Evaluation Licensing Terms found in https://pantheon.io/legal.
6. WARRANTY AND DISCLAIMER.
6.1 Mutual Warranties. Each party represents and warrants to the other party that it: (a) has the legal power to enter into and perform under this Agreement; (b) applies targeted measures to protect against the Services and UI containing any disabling devices, viruses, trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; and (c) its performance under this Agreement shall not violate any law applicable to its respective performance hereunder.
6.2 Pantheon Warranties. Pantheon warrants any professional services or Support by Pantheon shall be provided in a professional and timely manner. Pantheon further warrants the Services shall operate in accordance with the Documentation and any defective Services, as Subscriber specifies in writing to Pantheon within thirty (30) days of the Effective Date, shall be corrected by Pantheon at no cost to Subscriber to operate in accordance with the Documentation as Subscriber’s sole and exclusive remedy for such defect in warranty.
6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, THE SERVICES, AND ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES ARE PROVIDED “AS IS.” PANTHEON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PANTHEON MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND THAT THE SERVICES, SHALL MEET SUBSCRIBER’S, END USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, DATA OR OTHER SERVICES, OR BE COMPLETE, FREE OF HARMFUL CODE, TIMELY, UNINTERRUPTED OR ERROR-FREE. ANY THIRD PARTY CONTENT, DATA, PRODUCTS OR SERVICES OR ANY OPEN SOURCE SOFTWARE OR CODE THAT MAY BE ACCESSED BY SUBSCRIBER AVAILABLE THROUGH THE SERVICES ARE MADE AVAILABLE “AS IS" AND SHALL BE SUBJECT TO THE APPLICABLE LICENSE AGREEMENTS BETWEEN SUBSCRIBER AND SUCH THIRD PARTY AND ARE NOT SUBJECT TO THIS AGREEMENT. PANTHEON DOES NOT ENDORSE OR MAKE ANY OTHER REPRESENTATIONS OR PROMISES REGARDING SUCH THIRD PARTY MATERIALS.
7. INDEMNIFICATION.
7.1 Pantheon shall defend, indemnify, and hold you harmless, including your employees, officers, directors, representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning infringement of third party US or European registered intellectual property rights by Pantheon. Subscriber shall defend, indemnify, and hold Pantheon harmless, including our employees, officers, directors, representatives, our licensors and service providers, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Subscriber or any End Users’ use of the Services (including any activities under your account and use by your employees, agents, subcontractors, or customers); (b) violation of Pantheon’s AUP; (c) Subscriber Content or the combination of Subscriber Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by your Subscriber Content or by the use, development, design, production, advertising or marketing of Subscriber Content; or (d) a dispute between Subscriber and any End User, employee, agent, contractor, or other third party.
7.2 Process. Each party shall promptly notify the indemnifying party of any claim under this Section 7 (a “Claim”), but a failure to do so shall not prejudice indemnified party’s rights hereunder. Indemnifying party shall choose legal counsel to defend the Claim, provided that these decisions are reasonable and promptly communicated to indemnified party. Indemnified party must comply with reasonable requests for assistance and cooperation in the defense of any Claim. Indemnifying party shall not settle a Claim without indemnified party’s consent, although such consent may not be unreasonably withheld or delayed. Indemnifying party must promptly pay defense expenses incurred hereunder.
8. LIMITATIONS OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES OR ITS AFFILIATES (FOR PURPOSES OF THIS SECTION ONLY “PANTHEON”), BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND THE MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY THE OTHER PARTY WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED TWELVE (12) MONTHS OF FEES FOR SERVICES UNDER THE APPLICABLE ORDER FORM FROM WHICH THE FIRST CLAIM AROSE.
9. FEES AND PAYMENTS.
9.1 Fees. Any applicable fees for use of the Services shall be in U.S. dollars before applicable taxes or statutory withholdings required by law. All fees are non-refundable unless expressly stated in the Order Form or this Agreement. Subscriber represents that it is a lawful account holder authorized to make any payments hereunder to Pantheon. All payments are made without the right of setoff or chargeback. The Parties agree that, at the time this Agreement is entered, it would be extremely difficult or impracticable to ascertain Pantheon’s damages resulting from lost business opportunities or otherwise should any monetary amount not be paid in full when due. The Parties reasonably estimate that, in addition to all other remedies available to Pantheon, fair compensation for any amount past due shall bear interest at the rate of 1.5% per month, unless such amount exceeds the interest rate permitted under applicable law, in which case the interest rate shall be the highest rate permitted under such law. Such interest shall accrue from its due date until paid. Subscriber shall pay any taxes arising out of this Agreement expressly excluding taxes on Pantheon’s net income and all employer reporting and payment obligations with respect to Pantheon’s personnel. Subscriber shall promptly provide any documentation for withholdings under law affecting any amounts payable to Pantheon hereunder. Pantheon reserves the right to contract with a third party for the purpose of processing payments. Such third party may impose additional terms and conditions governing payment processing.
9.2 Failure to Pay. If Subscriber fails to pay amounts owed to Pantheon in accordance with this Agreement, Pantheon may suspend without notice or liability any performance under this Agreement until such payment is received by Pantheon. If Subscriber fails to pay any such amount following five (5) days’ notice, Pantheon may terminate all or a portion of the Services without further notice or any liability. Pantheon may further engage the services of a collection agent to recover non-payment.
9.3 Modification of Fees. Pantheon may change its prices at any time. Any pricing set out in the Order Form shall apply for the quantities and items as specified therein for your current Subscription Plan.
10. TERMINATION.
10.1 Term. The term of this Agreement commences on the Effective Date and shall apply for the duration of Subscriber’s use of the Services unless terminated earlier in accordance with this Agreement (the “Term”). The term of any Subscription Plan shall commence as set out in the Order Form and shall apply for the duration of Subscriber’s Subscription Plan unless terminated earlier in accordance with this Agreement.
10.2 Right to Terminate. Pantheon may immediately terminate the Services at any time for any violation of Section 1.4 (Use of Services – Restrictions), Section 4 (Data Processing Standards of any PI), or Section 5 (Intellectual Property Rights). Without limiting the foregoing, if either party fails to perform any material provision of this Agreement, and the non-breaching party gives written notice to the breaching party that if the default is not cured within ten (10) business days (the “Cure Period”), the Agreement shall be terminated, and the default is not cured to the reasonable satisfaction of the non-breaching party during such period, then the Agreement shall automatically terminate at the end of the Cure Period.
10.3 Effects of Termination. Upon termination of any Subscription Plan or Services under this Agreement, your right to use the Services, including access to the UI, and any Subscriber Content or Third Party Content shall immediately cease. Sections 1.4 (Restrictions), 3 (Confidentiality), 5 (Intellectual Property Rights) , 6 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Fees and Payments), 10.3 (Effects of Termination), 11.2 (DMCA), 12 (Miscellaneous), 13 (Applicable Laws and Disputes) shall survive termination of this Agreement. Pantheon shall not retain any Subscriber Confidential Information following termination of Services except as may be required for compliance with applicable law.
11. COMPLIANCE WITH CERTAIN LAWS.
11.1 Compliance with Laws. Each Party shall comply with all applicable anti-corruption laws and regulations, including without limitation the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010. Each Party shall promptly report any known or suspected conflicts of interest that may arise between the parties. Subscriber shall ensure Subscriber Content and any use thereof with the Services complies at all times with applicable laws.
11.2 DMCA. Pantheon respects intellectual property rights. We hereby expressly reserve the right, in our sole and absolute discretion, to terminate accounts or access rights if we have reason to believe that intellectual property rights have been violated under the process set out in our AUP for compliance with DMCA.
11.3 Export Controls Laws. Subscriber acknowledges that the Services are subject to export control laws and regulations of the United States (“U.S.”) and shall abide by those laws and regulations. Under U.S. export control laws and regulations, unless authorized by the U.S. government, the Services may not be downloaded or otherwise exported, re-exported, or transferred to sanctioned countries, to parties listed on a U.S. government restricted party list, or for prohibited end uses. Subscriber represents, warrants and covenants that neither Subscriber nor Subscriber’s personnel: (a) are located in, or a resident or a national of, a sanctioned country; (b) are on any of the U.S. government lists of restricted parties; and (c) will, unless otherwise authorized under U.S. export control regulations, use the software in any prohibited end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications. Licensee understands that the requirements and restrictions of U.S. law as applicable to Licensee may change over time, and that, to determine the precise controls applicable to the software, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control sanction regulations.
12 MISCELLANEOUS.
12.1 Complete Agreement. This Agreement, along with any Order Form(s) incorporating this Agreement by reference, any Supplemental Terms as set out herein and the AUP, constitute the entire agreement regarding the subject matter herein between Subscriber and Pantheon and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. Purchase orders shall be for the sole purpose of defining quantities, prices and describing the Services to be provided under this Agreement and to this extent only are incorporated as a part of this Agreement and all other terms in purchase orders are rejected. Subscriber’s access to and use of certain other products or services by Pantheon may be subject to additional terms (“Supplemental Terms”), and such Supplemental Terms shall apply as set out herein, be referenced in the Order Form or be presented for acceptance when such services are added by Subscriber. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such services.
12.2 No Waiver of Rights. No provision of this Agreement, unless such provision otherwise provides, shall be waived by any act, omission or knowledge of either Party or its agents or employees, except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of such Party. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
12.3 Force Majeure. Pantheon shall not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, mechanical, telecommunications, or other utility failures or degradation, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
12.4 Assignment and Transferability of Agreement. This Agreement is not assignable, transferable or sub-licensable by Subscriber, any adjudicator, or any third party, except with Pantheon’s express prior written consent. Pantheon may assign this Agreement in whole or in part at any time without Subscriber’s consent to a parent, affiliate, or subsidiary or to a successor provided that the terms of this Agreement shall be binding upon and inure to the benefit of such assignee party by Pantheon.
12.5 Relationship of Parties. The relationship between Pantheon and Subscriber are that of independent contractors, each as separate legal entities. Neither is an agent, representative, partner, or in a joint venture with the other Party under contract or by law. Except as set out in the Agreement, neither party may represent to any third party that it has any authority to act on behalf of the other Party.
12.6 Notice. The Parties accept email notices as effective under this Agreement. Any notice shall be in writing and shall be deemed effective when sent to the last known address provided unless notice was given to the other Party otherwise. Notices to Pantheon shall be provided by email to legal@pantheon.io or by hard copy to Customer Support, Pantheon Systems, Inc., 717 California Street, 3rd Floor, San Francisco, CA 94108. Notices to you shall be sent to the email address maintained by Subscriber with Pantheon.
12.7 Injunctive Relief. You acknowledge that monetary damages would not be an adequate remedy for your breach of certain provisions of this Agreement, including, but not limited to, Section 1, Section 3, Section 5, and other provisions pertaining to the protection of any intellectual property or Proprietary Rights of Pantheon. Accordingly, if you breach or threaten to breach any of your obligations relating thereto, other than payment when due, Pantheon shall be entitled, without showing or proving any actual damage sustained, to a stipulated temporary restraining order, and shall thereafter be entitled to apply for a preliminary injunction, permanent injunction, and/or order compelling specific performance, to prevent the breach of your obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting Pantheon from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages through litigation. If any legal action is brought to enforce this Agreement, Pantheon shall be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.
12.8 Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
12.9 Publicity. The pricing and any applicable discounts made available hereunder are conditioned on Subscriber’s consent to use its name and other indicia in Pantheon’s customer list and promotional and marketing materials and activities.
12.10 Remedies. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
13. APPLICABLE LAWS AND DISPUTES.
13.1 Applicable Law. The Parties agree the laws of the State of California, without regard to principles of conflict of laws, shall exclusively govern this Agreement except as otherwise stated. The Parties expressly agree to the jurisdiction of state and federal courts located in San Francisco, California in any legal action, suit or proceeding hereunder except as otherwise stated.
13.2 Legal Disputes. The Parties shall cooperate to settle matters amicably under this Agreement. Except for matters of injunctive relief under Section 12.7 where such requirement shall not be a prerequisite, any claim, controversy or dispute between the Parties under this Agreement including the validity, construction or enforcement, breach, tort or quasi-claim, the Parties agree the matter shall be referred to an independent mediator agreed upon by the Parties. Where the Parties cannot agree on a mediator within ten (10) business days, either Party may file a claim and both Parties submit to the jurisdiction and requirements of the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court meeting the requirements of Section 13.1 as each Party’s sole and exclusive remedy hereunder. The Parties agree to participate in good faith in any mediation or arbitration begun under this section. Any mediation or arbitral award shall be binding upon the Parties, and shall be final and non-appealable except for (a) matters of Confidentiality or Intellectual Property Rights, which may be appealed in all cases following a decision from arbitration proceedings, or (b) otherwise solely on the grounds provided under the applicable Alternative Dispute Resolution and Arbitration Laws, Rules and Procedures.
14. OTHER DEFINITIONS.
“Aggregate Data” shall mean de-identified and anonymized sets of data derived from the data of multiple Subscriber (including Subscriber Data) for the purpose of expressing that information in summary form. Aggregate Data may be derived from Confidential Information, but will not include Personal Information relating to Subscriber, Subscriber’s customers, or other information that could reasonably identify or relate to a natural person. Aggregate data will also not include information that may directly identify Subscriber."
“AUP” shall mean the Pantheon Acceptable Use Policy as set out at https://legal.pantheon.io.
“API” means an application program interface.
“Confidential Information” means any and all non-public information or other information, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party,”) which may include without limitation: (a) patent and patent applications, (b) trade secrets and product roadmap or discussions regarding features and enhancements and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of Pantheon or its business partners including their technology, business plans and promotions (d) information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans.
“Documentation” means the user guides and operations manuals provided with the Services at https://pantheon.io/docs/.
“End User” means any third party that directly or indirectly: (a) accesses, modifies or uses your Subscriber Content; or (b) otherwise modifies, accesses or uses the Services under your Subscription Plan.
“Order Form” is the list of products or services with any applicable pricing, quantities, and terms of your Subscription Plan provided by Pantheon to you incorporating by reference the terms of this Agreement, whether online, on paper or in digital format. For avoidance of doubt, any sandbox, beta or otherwise unpaid access to the Services shall be subject to this Agreement.
“Personal Information” (or “PI”) is information, in any form, that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
“Proprietary Rights” means any and all of the following: (a) all rights using all technologies, electronic or otherwise and whether now known or hereafter created, associated with works of authorship throughout the universe, including but not limited to patents, designs, copyrights, moral rights, mask works, algorithms and other industrial property rights; (b) trademark and trade name rights and similar rights and all business goodwill associated therewith; (c) trade secret rights; (d) all other intellectual and industrial property rights (of every kind and nature throughout the Universe and however designated and whether now known or hereafter created, including, but not limited to, logos, “rental” rights, rights of publicity, and rights to remuneration), whether arising by operation of law, contract, license, treaty or otherwise; and (e) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including without limitation any rights in any of the foregoing).
“Restricted Data” shall mean (i) protected health information under the Health Insurance Portability and Accountability Act and medical information governed by provincial, state or other healthcare privacy laws; (ii) government-issued identification numbers, including Social Security numbers, driver’s license numbers and other state-issued identification numbers; (iii) information regulated under the Gramm-Leach Bliley Act; (iv) payment card data, including credit card or debit card numbers regulated by the Payment Card Industry Data Security Standards (“PCI DSS”); (v) “sensitive personal data” or “special categories of personal data,” consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation; (vi) biometric data regulated by biometric privacy laws; or (vii) other data requiring a standard of protection more stringent or specific than reasonable technical, physical, and procedural safeguards against disclosure.
“Services” means the Subscription Plan, Software Tools, Professional Services or Support offered to Subscriber (and, if Subscriber is entering this Agreement solely for the development of websites for third parties, i.e., an “Agency,”, Subscription Plans offered to such Agency’s customers subject to certain Supplemental Terms as set out in the Order Form). Services do not include Third Party Content or Subscriber Content.
“Software Tools” means the platform that provided by Pantheon under this Agreement for the development, maintenance, and oversight of one or more websites (including, without limitation, development environment, workflow integration tools, dashboard, site access controls and search), the Documentation, the UI, and any other web product or service provided by Pantheon under this Agreement. Software Tools do not include Third Party Content or Subscriber Content.
“Subscriber Content” means content that Subscriber or any End User (a) accesses or uses on the Services, (b) causes to interface with the Services, or (c) uploads to the Services under its account or otherwise transfers, processes, uses or stores in connection with such account. For the purposes of this definition, “Subscriber Content” means, without limitation, software, object code, source code, audio, video, animations, text, graphics, logos, tools, photographs, images, illustrations, and Subscriber added API(s), dashboard(s), administration tools, and graphical interface(s).
“Subscription Plan” means paid or unpaid access to any website hosting plan provided by Pantheon as set out in an Order Form.
“Third Party Content” means content made available to you by any third party on the UI or in conjunction with the Services. For the purposes of this definition, “Third Party Content” means, without limitation, third party software, source code, object code, audio, video, animations, text, graphics, logos, tools, photographs, images, illustrations, and API(s), dashboard(s), administration tools, and graphical interface(s).
“UI” or “User Interface” means all Pantheon-created content, including but not limited to software or source code, audio, video, animations, text, graphics, logos, tools, photographs, images, animations, illustrations, the Pantheon programming code and APIs, dashboard(s), administration tools, and graphical interface(s), all as created and/or used by or on behalf of Pantheon in connection with provision of the Services. UI does not include Third Party Content or Subscriber Content.
15. ADDITIONAL TERMS.
15.1 Pantheon Insurance Coverage. Pantheon shall at its own expense, at all times during the term of this Agreement and after termination as specified below, maintain in effect the following types and limits of insurance and with insurers with an A.M. Best rating of A-VII or better.
- Workers’ Compensation insurance with statutory limits and Employer’s Liability insurance with limits of $1,000,000 each accident, per employee for disease, and per disease.
- Commercial General Liability insurance covering all operations by, or on behalf of, Pantheon, providing insurance for bodily injury, property damage, personal and advertising injury, as those terms are defined by Commercial General Liability insurance policies, with limits of not less than twomillion dollars ($2,000,000) per occurrence, and four million dollars ($4,000,000) general aggregate, and including Subscriber and Subscriber Indemnified Parties as additional insureds, but only to the extent of liabilities falling within Pantheon’s indemnification obligations under this Agreement. Such coverage shall include Subscriber as an additional insured and apply to such additional insured and on primary and non-contributory basis, but each such extension of coverage shall only apply to the extent of liabilities falling within Pantheon’s indemnification obligations pursuant to the terms of the Agreement.
- Business Automobile Liability Insurance, including, bodily injury, passenger liability (where applicable) and third party property damages for all owned, hired (or rented) and non-owned vehicles, with limits of $2,000,000 each accident combined single limit.
- Cyber Liability and Technology Errors and Omissions insurance, covering negligent acts errors and omissions in the performance of services with limits of $5,000,000 per claim or series of related claims and in the aggregate. The insurance will also include coverage for loss caused by Pantheon’s failure to prevent unauthorized access to, or use of, systems or networks containing private or confidential information of Subscriber; to prevent the transmission of a computer virus; and to provide authorized users access to the Subscriber’s website, applications, or communications network. Additionally, the insurance will provide reimbursement towards notification costs for a security breach as required under data breach notification law. Such coverage shall be extended either by an extended reporting period or by subsequent renewals of coverage to cover a period of three years after termination of the Agreement.
- Excess Liability insurance providing additional limits of Employer’s Liability insurance, Commercial General Liability insurance, and Business Automobile Liability insurance on a follow form basis, with limits of $3,000,000 per occurrence and in the aggregate.
Pantheon’s Workers Compensation, Employers Liability and Commercial General Liability insurance will contain a waiver of subrogation against Subscriber, but only to the extent of liabilities falling within Pantheon’s indemnification obligations pursuant to the terms of this Agreement. Pantheon shall furnish certificates of insurance evidencing renewal or replacement coverage to Subscriber within a reasonable time of placement of any such policies. Pantheon shall give Subscriber at least thirty (30) days’ prior written notice to Subscriber of non-renewal or cancellation of any required policy.
15.2 Transition Assistance. Within ten (10) days of any termination or expiration of this Agreement or any Order Form, Pantheon shall use reasonable efforts to promptly wind up the Services and cancel any Subscriber-specific expenses. If requested in a timely manner, Pantheon shall make available to Subscriber (at agreed upon hourly rates or a price consistent with the cost of the Services under this Agreement) reasonable transition assistance to any successor to the Services.
This Agreement is duly entered through the authorized representatives below as of the Effective Date.
Pantheon | Subscriber |
By: | By: |
Name: | Name: |
Title: | Title: |
Date: | Date: |
WebOps Services Agreement - EDU
Version 6.0
Effective September 29, 2022
DownloadTable of Contents
- Workers’ Compensation insurance with statutory limits and Employer’s Liability insurance with limits of $1,000,000 each accident, per employee for disease, and per disease.
- Commercial General Liability insurance covering all operations by, or on behalf of, Pantheon, providing insurance for bodily injury, property damage, personal and advertising injury, as those terms are defined by Commercial General Liability insurance policies, with limits of not less than two million dollars ($2,000,000) per occurrence, and four million dollars ($4,000,000) general aggregate, and including Subscriber and Subscriber Indemnified Parties as additional insureds, but only to the extent of liabilities falling within Pantheon’s indemnification obligations under this Agreement. Such coverage shall include Subscriber as an additional insured and apply to such additional insured and on primary and non-contributory basis, but each such extension of coverage shall only apply to the extent of liabilities falling within Pantheon’s indemnification obligations pursuant to the terms of the Agreement.
- Business Automobile Liability Insurance, including, bodily injury, passenger liability (where applicable) and third party property damages for all owned, hired (or rented) and non-owned vehicles, with limits of $2,000,000 each accident combined single limit.
- Cyber Liability and Technology Errors and Omissions insurance, covering negligent acts errors, and omissions in the performance of services with limits of $5,000,000 per claim or series of related claims and in the aggregate. The insurance will also include coverage for loss caused by Pantheon’s failure to prevent unauthorized access to, or use of, systems or networks containing private or confidential information of Subscriber; to prevent the transmission of a computer virus; and to provide authorized users access to the Subscriber’s website, applications, or communications network. Additionally, the insurance will provide reimbursement towards notification costs for a security breach as required under data breach notification law. Such coverage shall be extended either by an extended reporting period or by subsequent renewals of coverage to cover a period of three years after termination of the Agreement.
- Excess Liability insurance providing additional limits of Employer’s Liability insurance, Commercial General Liability insurance, and Business Automobile Liability insurance on a follow form basis, with limits of $3,000,000 per occurrence and in the aggregate.
- Pantheon shall promptly notify Subscriber;
- Subscriber shall work with Pantheon in good faith to resolve any concerns in a manner consistent with Subscriber’s adherence to principles of academic freedom;
- Absent a court order, Pantheon may not require Subscriber (or itself take action) to remove such Subscriber Content solely for violating the terms of Section 5 of this Agreement or Pantheon’s Acceptable Use Policy; and
- Pantheon shall not object to Subscriber intervening in any court proceeding concerning such Subscriber Content.
Pantheon | Subscriber |
By: | By: |
Name: | Name: |
Title: | Title: |
Date: | Date: |
US Privacy Policy
Version 7.0
Software Evaluation Licensing Terms
Version 8.0
Effective September 29, 2022
DownloadTable of Contents
- Evaluation License and Use.
- License Grant. Subject to Subscriber's compliance with this SELT, Pantheon hereby grants Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable and in object code form only a license to use the Evaluation Materials that Pantheon may deliver or make available to Subscriber solely for the Permitted Use during the Evaluation Period.
- No Technical Support. Pantheon has no obligation under this SELT to provide Support relating to the Evaluation Software. Subscriber is solely responsible for taking appropriate measures to back up and manage Subscriber's systems and data.
- Subscriber Obligations. Upon reasonable request by Pantheon including in some cases participation in interviews with their employees or End Users, Subscriber shall make available information or resources regarding Subscriber’s use of the Evaluation Materials.
- Fees. Unless otherwise agreed by the Parties or specified in an Order Form, for the duration of the Evaluation Period, there is no additional charge for any licensed use by Subscriber of the Evaluation Materials pursuant to this SELT.
- Term and Termination.
- Term. This SELT commences as of the Effective Date and will continue in effect until the expiration of the Evaluation Period (the "Term").
- Termination. This SELT may be terminated:
- By Pantheon, without notice for Subscriber’s breach of this SELT;
- By Pantheon at any time without cause, and without incurring any obligation, liability, or penalty by reason of such termination with 10 days’ notice to the other Party; and
- By either Party in the event of a claim that any Evaluation Materials or use of such materials infringes the rights of a third party.
- Disabling Evaluation Materials. The Evaluation Materials may be suspended, replaced or superseded by Pantheon during the Evaluation Period.
- Limitations of Liability. IN NO EVENT WILL PANTHEON OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES OR ITS AFFILIATES, BE LIABLE, WHETHER DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, UNDER OR IN CONNECTION WITH THIS SELT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE.
- Miscellaneous.
- Public Announcements. Subscriber shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the Evaluation Materials or this SELT without the prior written consent of Pantheon. Pantheon may, at its discretion, include Subscriber's name and other indicia in promotional and marketing materials.
- Definitions.
- "Evaluation Materials" means the Evaluation Software and the associated Documentation, Software Tools and UI necessary to use the Evaluation Software not separately licensed to Subscriber by Pantheon, and any and all (a) copies, reproductions, modifications, enhancements, adaptations, translations, and other derivative works thereof, and (b) inventions, improvements, know-how, specifications, performance characteristics, designs, plans, methods, procedures, processes, techniques, software, technology, concepts, information, or materials whatsoever comprising, relating to, based on, or arising out of, the Evaluation Software, in whole or in part and however and by whomever originated, including, without limitation, by any technology or device or by Pantheon, Subscriber, an End User, or any other Person.
- "Evaluation Period" means the period that begins on the Effective Date and ends when Evaluation Material is made generally available to the public by Pantheon, or when earlier terminated by Pantheon at its reasonable discretion.
- "Evaluation Software" means Pantheon's evaluation version of the services as set out in the Order Form in object code form only.
- "Permitted Use" means solely for the testing, demonstration, trial, and other evaluative, but not any developmental or productive, use of the Evaluation Materials, including, but not limited to, the assessment of the Evaluation Software's compatibility with the Subscriber's systems, data and environment for the benefit of Subscriber.
Reseller Terms of Service
Version 9.0
Effective June 3, 2020
DownloadTable of Contents
ONLY APPLICABLE TO RESELLERS
These Supplemental Terms (“Supplemental Terms”) are for the resale of subscription plans by a Subscriber under a separately entered services agreement (“Agreement”) entered between Pantheon Systems, Inc. (“Pantheon,” “we,” “us,” or “our”) and a Subscriber who for purposes of these Supplemental Terms shall be an authorized reseller (“Subscriber” or “you”). These Supplemental Terms take effect on the earlier of: the last date a party signs, when you click an “Accept” button or by your use of any of the Services (the “Effective Date”). All capitalized terms are as defined in the Agreement except as set out herein.
1.AGENCIES
Certain Subscribers may either only build websites for third parties or build websites for third parties in addition to their own websites. Such Subscribers are defined as “Agencies” hereunder. Only entities that are direct signatories to this Agreement with Pantheon may be Agencies. Agencies that purchase Subscription Plans for the websites they develop may resell the Subscription Plans provided by Pantheon to their third party customers who agree to be bound by certain obligations Subscriber owes to Pantheon (each, a “Client”). From time to time, Pantheon may opt to exclude certain offerings from those that may be resold.
2. RESALE CONDITIONS
2.1 Authorized resale. Agencies may resell Subscription Plans to Clients that will be operating their own websites, provided that the following conditions are met: (a) Subscriber pays Pantheon its then current fee for each such Subscription Plan and any renewal thereof; (b) Agency obtains the Client’s agreement to be bound by the obligations imposed on Subscriber under the Agreement (the “Pass Through Terms”) and (c) Pantheon is made a third party beneficiary of the Pass Through Terms. Pricing, billing, support, and all other terms and conditions are solely between you and your Client. Your agreement with your Client will include language that specifically exempts third parties, including Pantheon, from any liability (the “Agency Reseller Agreement”). You shall promptly notify Pantheon of any violations of this Agreement or the Agency Reseller Agreement by any Clients.
2.2 Your Failure to Pay for Clients. Pantheon reserves the right to terminate the Subscription Plans, or any renewal thereof, provided by Pantheon to you or that you resold to a Client, if you fail to pay the applicable fees for such Subscription Plan within ten (10) days after such payment becomes due hereunder.
2.3 Client Violations. You are responsible for your Clients’ use of the Services and Subscription Plan. You shall ensure that all Clients comply with the obligations set out in the Agreement. If you become aware of any violation by a Client of the Agreement or these Supplemental Terms, you will immediately indemnify Pantheon as set out below, require Client to comply, and if necessary, terminate such Client’s access to the Subscription Plan.
2.4 No Warranties. You may not make any representation or warranty regarding the functionality or performance of the Services that exceed the terms set forth in the Agreement, and you shall indemnify and hold Pantheon harmless pursuant to the terms of Section 8 for any claims or lawsuits resulting from such action.
2.5 Access to Usernames and Passwords. You shall not disclose user names or passwords to unauthorized users.
2.6 Audit. You will maintain accurate records relating to resales of the Subscription Plans under these Supplemental Terms and for three (3) years after the expiration or termination of the last Subscription Plan hereunder. Pantheon or its agent(s) shall be entitled to audit such records during normal business hours and on reasonable prior notice, in order to verify Subscribers’ compliance with the terms of this Section 2.
2.7 Marks. Pantheon hereby grants to you a limited, non-transferable, royalty-free license to use its trademarks and logos (“Marks”) solely in connection with the fulfillment of your resale rights under these Supplemental Terms, and at all times subject to Pantheon’s specifications as set forth at https://pantheon.io/pantheon-trademark-standards-use and the Agreement. You acknowledge and agree that Pantheon holds all right, title and ownership in and to the Pantheon Marks and the goodwill pertaining thereto.
2.8 Indemnification. You will defend, indemnify, and hold us harmless, including our employees, officers, directors, representatives, our licensors and service providers, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim in connection with these Supplemental Terms.
Statement of Work - Site Migration
Version 3.0
Effective April 9, 2020
DownloadTable of Contents
Statement of Work - Site Migration
Purpose: Pantheon professional services team is being engaged by Subscriber to support moving Subscriber’s current sites over to Pantheon Services.
A. Pantheon Scope. All terms not defined in this statement of work (“SOW”) shall have the meaning ascribed to them in the Order Form. Subscriber and Pantheon hereby add the following activities to be performed by Pantheon pursuant to the Order Form (“Professional Services”):
1. Pantheon will migrate those sites listed in Attachment A - “Sites within Scope” to this SOW as confirmed through the kick-off meeting. Any sites not listed in Attachment A or otherwise exceeding the number of sites specified in the Order Form requiring migration hereunder shall require a Change Order and additional scoping.
a. Initial kick-off meeting as scheduled by Pantheon with Subscriber to confirm timeline, deliverables, project team, and project scope in the format set out in Attachment B - “Project Requirements” to this SOW;
B. Exclusions. Migration of sites specified in Attachment A are on an as-is basis, except as set out in Section A.2 above. The following activities are expressly excluded from Professional Services under this SOW:
1. Migration of functionality based on resources that are not available on the Pantheon platform (e.g., code that relies on specific PHP extensions or code that relies on specific server packages that are not currently on Pantheon, java, python, perl not on platform);
2. Performance or caching optimization;
3. Preservation of git history;
4. Updating of custom or contrib modules/plugins;
5. Troubleshooting or fixing issues that already existed on source server; and
6. Adding any new functionality that didn't previously exist on the site (e.g., implementation work).
C. Subscriber Responsibilities. Subscriber shall actively participate in the following manner:
1. Provide a site inventory for each site in Attachment A prior to the kick-off meeting;
2. Join and participate in the dedicated migration support channel that will be provided in Pantheon’s slack instance;
Attachment A - Sites within Scope
To be completed at the kick-off meeting by Pantheon
The sites specified below are within scope for purposes of this SOW:
Name | URL |
Attachment B - Project Requirements
To be completed at the kick-off meeting by Pantheon
A. Pantheon Team. The Pantheon team and other key roles participating for purposes of this SOW shall consist of the following initial assignments:
Initial Assignment | Role | Scope |
Pantheon Migrations, Program Manager | Escalations | |
Pantheon Migrations, Engagement Manager | Perform Pantheon scope | |
Pantheon Migrations, Engagement Manager | Perform Pantheon scope | |
Pantheon Migration Partner | If applicable, will be identified |
B. Timeline. The estimated timeline for the Professional Services below is subject to Subscriber’s availability and requirements for the Professional Services remaining unchanged from the kick-off meeting. Pantheon Professional Services shall not exceed the scope specified in this SOW without a subsequent signed written amendment and adjustment to the Fees.
Migration Process Overview (single-site migration)
[Pantheon to maintain updates here starting with the kick-off meeting]
Process Overview | Owner (Pantheon vs. Subscriber) | Start Date and Duration* |
Migration Kickoff | Pantheon and Subscriber | 1 - 1.5 hours |
Information Collection | Subscriber | Approximately 1 week |
Initial Migration | Pantheon | Approximately 1 week |
User Acceptance Testing | Pantheon and Subscriber | Approximately 2 weeks |
Launch Planning | Pantheon and Subscriber | Approximately 1 week |
Launch / Post Launch | Pantheon and Subscriber | 48 hours |
*Migration timelines will be affected by additional complexities. For instance, 1-2 additional weeks per secure integration, Advanced CDN configuration, or custom application engagements will be necessary. For 2-5 sites, allow an additional 2 weeks. Add approximately 2 weeks for each additional 5 sites.
C. Adjustments to Project Scope. This SOW shall include the following adjustments to the Professional Services. Except as specifically set out below, Pantheon shall not be responsible for any additional activities except as set out in the standard Pantheon Professional Services SOW.
1. None, unless otherwise specified.
D. Deliverables. Except as specifically set out below, this SOW does not include any specific Deliverables, which are defined as the tangible work product of the Professional Services performed by Pantheon on behalf of Subscriber under this SOW.
1. None, unless otherwise specified.
E. Any known issues or limitations. Pantheon and Subscriber have identified the following issues or limitations during the course of the kick-off meeting as specified below. Any other material issues or limitations shall result in a separate signed written SOW between the parties.
Statement of Work - Managed Updates
Version 3.0
Effective July 11, 2020
DownloadTable of Contents
Statement of Work - Managed Updates
Purpose: Pantheon’s professional services team is being engaged by Subscriber to apply updates to the core and contrib modules/plugins of Drupal and WordPress. These updates are detected and validated to provide a model for the timely update of sites and apply visual regression testing.
A. Pantheon Scope. All terms not defined in this statement of work (“SOW”) shall have the meaning ascribed to them in the Order Form. Subscriber and Pantheon hereby add the following activities to be performed by Pantheon pursuant to the Order Form (“Professional Services”):
- Pantheon will update sites only as specified in the inclusion list and confirmed in writing by Pantheon through the kick-off meeting as set out in Attachment A - “Sites within Scope” to this SOW. Any sites not listed in Attachment A are excluded from the scope of this SOW.
- Managed updates for sites specified in Attachment A shall consist of:
- Initial kick-off meeting as scheduled by Pantheon with Subscriber to confirm timeline, deliverables, project team, and project scope in the format set out in Attachment B - “Project Requirements” to this SOW;
- Performing initial updates and patches (patches applicable to Drupal 8 only) to the sites and applicable core and contrib modules listed in Attachment A;
- Updates shall be applied in accordance with Pantheon’s development workflow tools;
- For any failures during testing process, provide the following: (i) prompt alerts of failure by email (ii) support identification of the root cause of error, (iii) recommendations around possible solutions to be decided by Subscriber, and (iv) designate an engagement manager to support Subscriber in the event of a failure to apply an update;
- Provide visual Regression testing of up to 20 urls;
- Apply updates to the git repository for any Pantheon efforts under this SOW;
- Monitor and provide security updates to applicable core and contrib modules within 3 business days of detection;
- Monitor and provide other updates in scope (as set out in Attachment B) within one week of their release.
B. Exclusions. Services are provided in accordance with Section A.2 above. The following activities are expressly excluded from Professional Services under this SOW:
- Application issues that may arise from implementing the Services is out of scope; and
- Any integration scope of services would require a separate custom development workflow (available separately as a service offering).
C. Subscriber Responsibilities. Subscriber shall actively participate in the following manner:
- Provide the Pantheon team with timely updates regarding Attachments A and B hereto; and
- At Subscriber’s option, perform user acceptance testing with multidev during the 3 business day period before updates are deployed for the Services hereunder.
Attachment A - Sites within Scope
To be completed at the kick-off meeting by Pantheon
The sites specified below are within scope for purposes of this SOW:
Name | URL |
Included core and contrib modules for updates | |
Applicable URLs for Visual regression test | |
Attachment B - Project Requirements
To be completed at the kick-off meeting by Pantheon
Initial Assignment | Role | Scope |
Managed Updates Process Overview
Provided below is an overview of the process for managed updates:
Process Overview | Owner (Pantheon vs. Subscriber) | Start Date and Duration* |
Subscriber understands that the Pantheon Team for this SOW has usual business hours and is available between Monday to Friday, 8am to 5pm EST. Outside of these hours, Subscriber may reach out to Pantheon's support team.
E. Any known issues or limitations. Pantheon and Subscriber have identified the following issues or limitations during the course of the kick-off meeting as specified below. Any other material issues or limitations shall result in a separate signed written SOW between the parties.
Statement of Work - Advanced Global CDN
Version 6.0
Effective February 1, 2021
DownloadTable of Contents
- Pantheon will provide AGCDN services as listed in Attachment A - “AGCDN Services within Scope” to this SOW as confirmed through the kick-off meeting. Any sites not listed in Attachment A or otherwise exceeding the number of sites specified in the Order Form requiring migration hereunder shall require a Change Order and additional scoping.
- AGCDN Services included in Attachment A shall consist of:
- Initial kick-off meeting as scheduled by Pantheon with Subscriber to confirm timeline, deliverables, project team, and project scope in the format set out in Attachment B - “Project Requirements” to this SOW;
- Customization or configuration of AGCDN based on Attachment A.
- Updates to the core and contrib modules/plugins of Drupal and WordPress;
- Site Migration from Subscriber’s current sites to Pantheon Services; and
- AGCDN Services that are not in scope, as specified in Attachment A.
- Join and participate in the dedicated AGCDN support channel that will be provided in Pantheon’s slack instance;
- Provide Pantheon AGCDN team with necessary access to current host or to code, database, and files;
- Perform any user acceptance testing within the timeline specified in Attachment B;
- Perform DNS cutover within the timeline specified in Attachment B.
Within Scope? Yes/No | AGCDN SERVICES |
Image Optimization (IO) | |
Geo Block or Allow Listing | |
IP Block or Allow Listing | |
Non-Pantheon Origins | |
Custom Rewrites | |
URL Redirects | |
Non SSL | |
Domain Masking | |
Custom TLS Certificates | |
Add on: Web Application Firewall (WAF) | |
Others: | |
Others: | |
Others: |
- Pantheon Team. Pantheon will make available resources to provide the Professional Services described in this SOW, which may include consultation and configuration.
- Timeline. The estimated timeline for the Professional Services below is subject to Subscriber’s availability and requirements for the Professional Services remaining unchanged from the kick-off meeting. Pantheon Professional Services shall not exceed the scope specified in this SOW without a subsequent signed written amendment and adjustment to the Fees.
Process Overview | Owner (Pantheon vs. Subscriber) | Start Date and Duration* |
AGCDN Kickoff | Pantheon and Subscriber | 1 - 1.5 hours |
Information Collection | Subscriber | Approximately 1 week |
Initial Configuration or Customization | Pantheon | Approximately 3 weeks |
User Acceptance Testing | Pantheon and Subscriber | Approximately 2 weeks |
Launch Planning | Pantheon and Subscriber | Approximately 1 week |
Launch** / Post Launch | Pantheon and Subscriber | 48 hours |
- Deemed Acceptance. Subscriber will be deemed to have accepted the AGCDN Services if Subscriber fails to notify Pantheon in writing prior to the end of the User Acceptance Testing Period that it has passed or failed its User Acceptance Tests.
- Adjustments to Project Scope. This SOW shall include the following adjustments to the Professional Services. Except as specifically set out below, Pantheon shall not be responsible for any additional activities except as set out in the standard Pantheon Professional Services SOW.
- None, unless otherwise specified.
- Deliverables. Except as specifically set out below, this SOW does not include any specific Deliverables, which are defined as the tangible work product of the Professional Services performed by Pantheon on behalf of Subscriber under this SOW.
- None, unless otherwise specified.
- Change Management. Pantheon shall provide 4 hours of change management per quarter, scheduled between Mondays to Fridays, 9am to 5pm Eastern Standard time. Change Management usage is not applicable for new feature development, front end work, or other tasks generally reserved for normal support services. Change Management usage requested in excess of 4 hours shall be billed according to Pantheon’s Professional Services rates. Unused hours shall automatically expire at the end of each quarter.
- New Features. Subscriber can request new features at no additional charge. “New Features” is defined as a service not scoped in Attachment A and would take more than the Subscriber’s balance of Change Management hours in the current quarter. New Features will require a new Statement of Work between the parties.
- Any known issues or limitations. Pantheon and Subscriber have identified the following issues or limitations during the course of the kick-off meeting as specified below. Any other material issues or limitations shall result in a separate signed written SOW between the parties.
Change Order to Vendor Master Services Agreement
Version 9.0
Effective May 5, 2020
DownloadTable of Contents
Change Order
Pantheon | Vendor |
By: Date: Title: | By: Date: Title: |
Non-Disclosure Agreement
Version 6.2
Effective July 7, 2020
DownloadTable of Contents
Non-Disclosure Agreement
- 	
- As used herein, the “Confidential Information” of Pantheon will mean any and all technical and non-technical information disclosed by Pantheon to the Receiving Party, which may include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of Pantheon, such as information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans. 	
- Subject to Section 3, the Receiving Party agrees that at all times it will hold in strict confidence and not disclose to any third party any Confidential Information of Pantheon, except as approved in writing by Pantheon, and will use the Confidential Information of Pantheon for no purpose other than the Permitted Use. Receiving Party will limit access to the Confidential Information of Pantheon to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. 	
- The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of Pantheon if the Receiving Party can demonstrate with competent evidence that such portion of Confidential Information (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by Pantheon; or (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by Pantheon. 	
- Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of Pantheon as permitted by law, or if required by a valid order of a court or other governmental body with jurisdiction, provided that the Receiving Party provides Pantheon with reasonable prior written notice of such order and makes a reasonable effort to obtain, or to assist Pantheon in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required. 	
- The Receiving Party will immediately notify Pantheon upon discovery of any loss or unauthorized disclosure of the Confidential Information of Pantheon. 	
- Immediately upon completion of the Receiving Party’s authorized use of the Confidential Information, or upon written request of Pantheon, the Receiving Party will return to Pantheon or destroy all documents and other tangible materials representing Pantheon’s Confidential Information and all copies thereof, and certify that such Confidential Information has been deleted and expunged. 	
- The Receiving Party acknowledges and agrees that the Confidential Information of Pantheon is owned by and shall remain the sole and exclusive property of Pantheon. The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of Pantheon, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. 	
- The Receiving Party will not reproduce the Confidential Information of Pantheon in any form except as required to accomplish the intent of this Agreement. Any reproduction by the Receiving Party of any Confidential Information of Pantheon will remain the property of Pantheon and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Pantheon. 	
- The Receiving Party agrees that during the course of communications pursuant to this Agreement, the Receiving Party will not make any unauthorized use or disclosure of any confidential or proprietary information or trade secrets of any other person or entity to whom it owes an obligation of confidentiality with respect to such information, including but not limited to, any current or former employer. 	
- The Receiving Party’s obligations under this Agreement will survive termination of the discussions or dealings between the Parties related to the Permitted Use and will be binding upon the Receiving Party’s heirs, successors, and assigns. 	
- This Agreement will be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. Any disputes under this Agreement may only be brought in the state courts and the Federal courts located in San Francisco, California, and the Parties hereby consent to the exclusive personal jurisdiction and venue of these courts. 	
- The Receiving Party acknowledges that its breach of this Agreement may cause irreparable damage to Pantheon and hereby agrees that the Pantheon will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. 	
- If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 	
- Receiving Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets. 	
- This Agreement represents the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions relating to the subject matter of this Agreement. This Agreement is entered into without any reliance on any promise or representation, written or oral, other than those expressly contained herein, and may not be modified or amended in any way except by a writing signed by duly authorized officers of the Parties hereto. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile and electronic acceptance processes and electronic signatures shall be equivalent to original signatures.
Vendor Data Processing Agreement
Version 1.0
Vendor Data Processing Agreement
Version 23.0
Effective September 24, 2022
DownloadTable of Contents
In consideration of the mutual promises, covenants, and conditions hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto further agree as follows:
1. Definitions. When used in this DPA, the terms set forth below and those defined throughout the DPA when initially capitalized shall have the meanings ascribed to them.
1.3 “Controller” means the entity that determines the purposes and means of the Processing of Personal Data. In this DPA, Pantheon is the Controller. Under the CCPA, Controller is referred to as “Business.”
1.4 “Business Purpose” means use of Personal Information for Pantheon’s or Vendor’s operational purposes, or other notified purposes, provided that the use of Personal Information is reasonably necessary and proportionate to achieve the operational purpose for which the Personal Information was collected or processed or for another operational purpose that is compatible with the context in which the Personal Information was collected. Business Purpose may be stated in the agreement entered into by the Parties for Vendor’s services (“Agreement”) or may be listed in Schedule 1.
1.5 “Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Economic Area (the “EEA”), Switzerland, the United Kingdom (the “UK”), and the United States of America (the “U.S.A.”) applicable to the Processing of Personal Data for Business Purpose, including GDPR and CCPA, and to the extent applicable, the data protection or privacy laws of any other country.
1.6 “Data Subject” means (i) an identified or identifiable natural person who is in the EEA, the Switzerland, the UK, or whose rights are protected by the GDPR; or (ii) a “Consumer” as the term is defined in the CCPA.
1.7 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
1.8 “Pantheon Data” means information and data, including Personal Data, (i) acquired from or provided by Pantheon; or (ii) otherwise acquired by Vendor in the course of Vendor’s performance of the services for Pantheon. Pantheon Data does not include Vendor Data.
1.9 “Personal Data” or “Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
1.10 “Processing” or “Process” mean any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, storage, retrieval, use, organization, recording, adaptation, alternation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
1.11 “Processor” means the entity which Processes Personal Data on behalf of the Controller. In this DPA, Vendor is the Processor.
1.12 “Restricted Transfers” means either (i) a transfer of Personal Data from Pantheon to Vendor; or (ii) an onward transfer of Personal Data from Vendor to a Sub-Processor, or between two establishments of Vendor or of a Sub-Processor; in each case, where such transfer would be prohibited by Data Protection Laws and Regulations in the absence of the Standard Contractual Clauses or other transfer mechanism permitted by applicable Data Protection Laws and Regulations.
1.13 “Services” mean services that Vendor provides to Pantheon in accordance with the Business Purpose.
1.14 “Service Provider” is as defined in CCPA Section 1798.140(v).
1.15 “Standard Contractual Clauses” or “SCC” mean the agreement for the transfer of Personal Data to processors established in third countries that do not ensure an adequate level of data protection, attached hereto as Schedule 5, pursuant to the European Commission’s decision of 5 February 2010 on Standard Contractual Clauses as amended 27 June 2021.
1.16 “Sub-Processor” or “Sub-Service Provider” means an entity engaged by a Processor who agrees to receive from the Processor Personal Data exclusively intended for the processing activities to be carried out as part of the services.
1.17 “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.
1.18 “Vendor Data” means all information and data Vendor has acquired from a source other than Pantheon.
2.2 Pantheon’s Processing of Personal Data. Pantheon shall Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Pantheon’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations.
2.3 Vendor’s Processing of Pantheon Data. Vendor shall Process Pantheon Data in accordance with the requirements of Data Protection Laws and Regulations. Vendor shall treat Pantheon Data confidentially, and shall only Process Pantheon Data on behalf of and in accordance with Pantheon’s instructions for the following purposes: (i) Processing in accordance with the Business Purpose; and (ii) Processing to comply with other reasonable instructions provided by Pantheon (e.g., via email) where such instructions are consistent with the Business Purpose.
b. Annually, Vendor will certify to Pantheon that Vendor has Processed Personal Data and Pantheon Data received from Pantheon in accordance with the CCPA, in the form provided in Schedule 4.
4.2 Reliability. Vendor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of Vendor who may have access to Pantheon Data.
4.3 Limitation of Access to Pantheon Data including Personal Data. Vendor shall take reasonable steps to ensure that access to Pantheon Data is limited to those individuals who need to know or need to access the relevant Pantheon Data, as strictly necessary for Business Purpose, and to comply with applicable Data Protection Laws and Regulations in the context of that individual’s duties to Vendor.
5.2 List of Current Sub-Processors. Vendor shall make available to Pantheon the current list of Sub- Processors that will process Personal Data for the Business Purpose in the form attached hereto as Schedule 3. Vendor shall keep this list updated. Pantheon reserves the right to object to any current Sub-Processors, and Vendor shall promptly replace such current Sub-Processors in consultation with Pantheon.
5.3 Notification of New Sub-Processors. Vendor may engage a new Sub-Processor only upon giving Pantheon prior written notice of the appointment of the new Sub-Processor including details of the Processing to be undertaken by the Sub-Processor, and provide Pantheon an opportunity to object to the appointment of the new Sub-Processor. If Vendor fails to inform Pantheon about the appointment of the new Sub-Processor within ninety (90) days, Pantheon reserves the right to terminate the underlying Agreement, if any, and this DPA without prejudice to any fees incurred by Pantheon from the date of appointment of the new Sub- Processor.
5.4 Approving Sub-Processors. Pantheon may object to Vendor’s use of a Sub-Processor by notifying Vendor. In the event Pantheon objects to a Sub-Processor, Vendor shall work with Pantheon in good faith to make available a commercially reasonable change in the provision of the Services which avoids the Processing of Personal Data by the objected-to Sub-Processor. If Vendor is unable to find a suitable Sub- Processor, Pantheon may suspend or terminate the underlying Agreement, if any, and this DPA without prejudice to any fees incurred by Pantheon prior to suspension or termination.
5.5 Sub-Processor Compliance. Vendor shall ensure that each Sub-Processor performs the obligations under Sections 2 (Data Processing), 3 (Rights of Data Subjects), 4 (Vendor Personnel), 6 (Security), 7 (Return and Deletion of Pantheon Data) and 8 (Data Protection Impact Assessment), as they apply to Processing of Personal Data carried out by that Sub-Processor, as if it were party to this DPA in place of Vendor. Vendor agrees to indemnify, defend, and hold Pantheon and its directors, officers, employees, lawyers, successors, assigns, agents, and affiliates against any and all claims, demands, actions, causes of action, lawsuits, judgments, costs, expenses, attorney and expert witness fees, and other liabilities of every nature, arising out of or related to Sub- Processor’s act, error, or omission in complying with applicable data processing agreement/addendum.
6.2 Audits. At Pantheon’s written request, Vendor: (a) shall annually conduct regular audits of its security through independent third-party auditors, and (b) subject to the confidentiality provisions set forth in this DPA, make available to Pantheon (or Pantheon’s independent third-party auditor) information regarding its compliance with the obligations set forth in this Section 6, including results of the security audit, at Vendor’s cost.
6.3 Security Incident Management and Notification.Vendor shall have in place an appropriate written security policy with respect to the Processing of Personal Data. Vendor shall notify Pantheon without undue delay, which shall under any circumstances not exceed twenty-four (24) hours of becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Pantheon Data, including Personal Data, transmitted, stored, or otherwise Processed by Vendor, or its Sub-Processors, of which Vendor becomes aware (a “Security Incident”). Vendor shall keep Pantheon informed of all material developments in connection with the Security Incident, and cooperate with Pantheon and shall take such reasonable and necessary steps as are directed by Pantheon to assist in the investigation, mitigation and remediation of each Security Incident.
6.4 Notifications. Any notification to Pantheon pursuant to Section 6.3 shall at a minimum contain:
b. the name and contact details of Vendor’s data protection officer or another contact point where more information can be obtained;
c. a description of the likely consequences of the Security Incident; and
d. a description of the measures taken or proposed to be taken by Vendor to address the incident including, where appropriate, measures to mitigate its possible adverse effects.
7.2 Vendor’s Retention of Personal Data. Vendor may retain certain Personal Data to the extent required by applicable Data Protection Laws and Regulations. If retention is legally required, Vendor shall adequately protect the confidentiality of all such Personal Data, and provided further that Vendor shall ensure that such Personal Data is only processed as necessary for the purpose(s) specified in the Data Protection Laws and Regulations requiring its storage, and for no other purpose.
7.3 Written Certification. Vendor shall provide to Pantheon written certification that Vendor has fully complied with this Section 7 within fifteen (15) calendar days of termination of or fulfillment of the Business Purpose.
11.2 Liability and Indemnity. Vendor shall indemnify and hold Pantheon harmless against all claims, actions, third party claims, losses, damages and expenses incurred by Pantheon and arising directly or indirectly out of or in connection with a breach of this DPA and/or the Applicable Data Law by Vendor or its Sub-Processor (as mentioned in Section 5.5).
11.3 Modifications due to changes in Data Protection Laws. Pantheon may give Vendor at least thirty (30) calendar days’ written notice to propose variations to this DPA that Pantheon reasonably considers to be necessary to address the requirements of any Data Protection Laws and Regulations. Upon receiving such notice, Vendor shall promptly discuss the proposed variations with Pantheon. The Parties shall negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in the notice as soon as is reasonably practicable.
11.4 Governing Law and Venue. Without prejudice to clauses 7 (Mediation and Jurisdictions) and 9 (Governing Law) of the Standard Contractual Clauses, this DPA shall be exclusively interpreted, construed and enforced under California (U.S.A.) law without reference to its choice of law rules and, if any federal right violation is alleged, the laws of the United States of America. Venue for any court action arising out of or relating to this Agreement shall be exclusively brought in the appropriate state court in the California Superior Court located in the City and County of San Francisco or any federal court in the Northern District of California and the Parties irrevocably consent to the jurisdiction of such courts for any permitted court action on any obligation hereunder, unless otherwise required by applicable Data Protections Laws and Regulations.
11.5 Assignment. This DPA and the respective rights and obligations arising out of it shall not be assigned or transferred by Vendor, or to or by any third party under any circumstances, including by court order, operation of law, statute, regulation, ordinance, or otherwise, without Pantheon’s prior express written consent. Vendor shall notify Pantheon H promptly in writing of any change of ownership of Vendor or of any sale of all or substantially all of Vendor’s assets. Vendor acknowledges that any change of ownership, sale of all or substantially all of Vendor’s assets, or attempted assignment by Vendor of this Agreement, or any part thereof, without Pantheon’s prior written consent is expressly prohibited, shall be null and void from the beginning and may result in immediate termination of this Agreement by Pantheon. Pantheon may assign or otherwise transfer its rights and obligations to successors-in-interest (whether by purchase of stock or assets, merger, operation of law, or otherwise) of that portion of its business related to the subject matter hereof. Subject to the foregoing restrictions on assignment, this Agreement is binding upon, inures to the benefit of, and is enforceable by the Parties and their respective successors and assigns.
11.6 Order of Precedence. If there is a conflict between this DPA related to the GDPR and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
Pantheon Systems, Inc. “Pantheon ” By: Name: Title: Date: | VENDOR Vendor Legal Name: By: Name: Title: Date: |
Vendor will Process Personal Data as necessary to perform the Services pursuant to the Agreement and applicable order form(s), or Schedule 1, as applicable, and as further instructed by Pantheon in its use of the Services.
Duration of Processing:
Vendor will Process Pantheon Data for the duration of the Agreement, unless otherwise agreed upon in writing by the parties.
Categories of Data Subjects:
The Personal Data transferred concern the following categories of data subjects:
• Employees, agents, advisors, contractors, and freelancers of Vendor, who are natural persons.
• Vendors, business partners, vendors and subcontractors of Vendor, who are natural persons.
• Employees or contact persons of Vendor’s customers, business partners, vendors and subcontractors.
Type of Personal Data:
The Personal Data transferred concern the following types of data:
• Name (first, last, middle, nickname etc.)
• Contact information (email, phone, physical address)
• [INCLUDE ADDITIONAL CATEGORIES OF DATA PROCESSED BELOW]
1. Vendor and Pantheon Systems, Inc. (“Pantheon”) executed a Data Processing Agreement (“DPA”) on the signature date below
2. In accordance with Section 1798.140(w)(2)(B) of the California Consumer Privacy Act (“CCPA”), Service Provider certifies that it will comply with the terms and conditions of the Addendum. Service Provider specifically represents and warrants that:
b. Process Personal Information only on behalf of Pantheon and pursuant to Pantheon’s instruction for the specific purpose of performing the Services in the Agreement;
c. shall not retain, use, or disclose Personal Information for any other purpose other than for the specific purpose of performing the services specific in the Agreement; including for a Business Purpose;
d. shall not further Collect, Sell, or use Personal Information without Pantheon’s prior express written consent, and only as necessary to perform the Business Purpose.
b. cannot ensure compliance with the Pantheon’s instructions for use of Personal Information.
c. Upon any such notice to the Pantheon, Service Provider shall immediately cease all use of Personal Information hereunder, and Pantheon is entitled to suspend to terminate the Data Processing Agreement.
“VENDOR” or “SERVICE PROVIDER”
Vendor Legal Name:
Signature:
Signatory Name:
Address:
Date:
STANDARD CONTRACTUAL CLAUSES
Controller to Processor
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) ([1]) for the transfer of 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’)
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
(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);
(iii) 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 – Optional
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) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in 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.
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 duration 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 ([2]) (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 non-compliance. 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
(a) OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.
OPTION 2: GENERAL WRITTEN AUTHORISATION 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 [Specify time period] 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. ([3]) 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
(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.
[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body ([4]) at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.]
(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
(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
- [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 ([5]);
(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
[OPTION 1: 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 _______ (specify Member State).]
[OPTION 2: These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).]
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 _____ (specify Member State).
(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.
EXPLANATORY NOTE:
It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.
ANNEX I
A. LIST OF PARTIES
Data exporter(s):[Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
Name: ___________________________________________
Address: _________________________________________
Contact person’s name, position and contact details: _________________________
___________________________________________________________________
Activities relevant to the data transferred under these Clauses:
___________________________________________________________________
___________________________________________________________________
Signature and date: ___________________________________________________
Role (controller/processor):
2. …
Data importer(s):[Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
Name: ___________________________________________
Address: _________________________________________
Contact person’s name, position and contact details: _________________________
___________________________________________________________________
Activities relevant to the data transferred under these Clauses:
___________________________________________________________________
___________________________________________________________________
Signature and date: ___________________________________________________
Role (controller/processor):
2. …
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
…
Categories of personal data transferred
…
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.
…
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
…
Nature of the processing
…
Purpose(s) of the data transfer and further processing
…
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
…
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
…
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
…
ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
EXPLANATORY NOTE:
The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
[Examples of possible measures:
Measures of pseudonymisation and encryption of personal data
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
Measures for user identification and authorisation
Measures for the protection of data during transmission
Measures for the protection of data during storage
Measures for ensuring physical security of locations at which personal data are processed
Measures for ensuring events logging
Measures for ensuring system configuration, including default configuration
Measures for internal IT and IT security governance and management
Measures for certification/assurance of processes and products
Measures for ensuring data minimisation
Measures for ensuring data quality
Measures for ensuring limited data retention
Measures for ensuring accountability
Measures for allowing data portability and ensuring erasure]
For transfers to (sub-) processors, alsodescribe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter…
ANNEX III
LIST OF SUB-PROCESSORS
EXPLANATORY NOTE:
This Annex must be completed in case of the specific authorisation of sub-processors (Clause 9(a), Option 1).
The controller has authorised the use of the following sub-processors:
1. Name: …
Address: …
Contact person’s name, position and contact details: …
Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): …
2. …
[1] Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.
[2] The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
[3] This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.
[4] The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.
[5] As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
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Version 8.0
Effective December 10, 2020
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Purchase From Vendor Name: Vendor Complete Business Address: | Ship To Pantheon Systems, Inc. 717 California Street San Francisco, California 94108 |
Vendor Contact Name: Vendor Contact Number: Vendor Contract email: | Pantheon Contact Name: Pantheon Contact Number: Pantheon Contract email: |
- Scope of Service:
Item # | Item Description (Required) | Deliverable | Due Date | Quantity | Unit Price | Total Price |
Ex: 1 | Vendor to provide photoshoot services to Pantheon on July 1, 2020 from 8AM-10AM | 50 pcs of photos in JPEG | July 1, 2020 | 2 hrs | $500/hr | $1,000.00 |
Statement of Work Request
Version 20.0
Effective December 10, 2020
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- PURPOSE. The aim of this SOW is for the Vendor to provide:
- TERM. This SOW is deemed to have commenced on the SOW Effective date and shall expire on
unless terminated earlier in whole or in part in accordance with the terms of the Agreement or the terms of the SOW. - PROJECT SCOPE. The SOW covers the following services and deliverables (“Services”). Vendor agrees Services shall only commence upon the full execution of this SOW.
Deliverables | Description | Format | Delivery Date |
| | | |
| | | |
Vendor | Pantheon _______________________ |
By: Name: Title: Date: Tax I.D. / Company Register No.: | By: Name: Title: Date: |
UK Privacy Policy
Version 3.0
Vendor Work Order Pantheon PH
Version 2.0
Effective December 10, 2020
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Purchase From Vendor Name: Vendor Complete Business Address: | Ship To 24th Floor BGC Corporate Center 11th Avenue cor 30th Street Bonifacio Global City, Taguig Philippines |
Vendor Contact Name: Vendor Contact Number: Vendor Contract email: | Pantheon Contact Name: Pantheon Contact Number: Pantheon Contract email: |
- Scope of Service:
Item # | Item Description (Required) | Deliverable | Due Date | Quantity | Unit Price | Total Price |
Ex: 1 | Vendor to provide photoshoot services to Pantheon on July 1, 2020 from 8AM-10AM | 50 pcs of photos in JPEG | July 1, 2020 | 2 hrs | $500/hr | $1,000.00 |
Supplemental Agreement for Contractors
Version 8.0
Effective August 18, 2022
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This Supplemental Agreement (the “Agreement”), which is effective as of the date signed by the Consultant below, is by and between PANTHEON SYSTEMS, INC., a Delaware corporation with business address at 717 California Street, Second Floor, San Francisco, California 94108, United States of America (“Pantheon”); and individual as defined in the signature block further below (the “Consultant”).
Pantheon’s Ownership of Work Product
1. For the purpose of this Agreement, the following terms are defined as follows:
2. The Consultant hereby agrees that:
Acceptance of Pantheon Policies
3. The Consultant understands, accepts, acknowledges and shall, at all times, comply with the Supplier Code of Conduct related to the Consultant’s activities with Pantheon.
4. The Consultant understands that Pantheon shall provide access to certain processes, systems, and information that is proprietary and confidential to Pantheon. The Consultant shall, at all times, comply with the policies set out in Section 5 and as may be supplemented and updated from time to time by electronic mail. Further, the Consultant understands any such updates, supplements or amendments shall be applicable immediately unless otherwise requiring notice under applicable law, in which case such policies shall be applicable within thirty (30) days of Pantheon’s notification to the Consultant.
5. The Consultant hereby acknowledges that he/she has received and read the policies listed below.
Miscellaneous
Supplemental Agreement for Independent Contractors
Version 3.0
Effective June 16, 2021
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Affirmation of Pantheon’s Ownership of Work Product
- For the purpose of this Agreement, “Work Product” means (a) all Intellectual Property,1 in any stage of development, that the Consultant conceives, creates, develops, or reduces to practice in connection with performing the services for Pantheon, whether past, present or future; and (b) all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Intellectual Property.
- The Consultant hereby affirms Section 5 (Work Product), including all subsection therein, of the Professional Services Agreement and Statements of Work previously agreed upon by the parties. Particularly, the Consultant affirms that:
2.1 All Work Product, whether past, present or future, is the sole and exclusive property of Pantheon;
2.2 The Consultant irrevocably and unconditionally assigns to Pantheon all right, title, and interest worldwide in and to the Work Product and all Intellectual Property Rights2 thereto and
Acceptance of Pantheon Policies
Miscellaneous
Contractor Agreements Guidelines
Version 3.0
Effective June 17, 2021
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Welcome to Pantheon Legal Center for Contractors!
- Sign Non-Disclosure Agreement (NDA): Signed by a contractor prior to any engagement with Pantheon.
- Sign the Global Services Agreement
- Sign additional required documents for data access: Contractors with access to Pantheon's data as a business requirement must additionally sign the following:
- Data Processing Agreement and
- Supplemental Agreement for IT policies acknowledgment. For a copy of Pantheon's IT policies, you may contact legal@pantheon.io.
- Sign additional required documents for data access: Contractors with access to Pantheon's data as a business requirement must additionally sign the following
- Supplemental Agreement for IT policies acknowledgment. For a copy of Pantheon's IT policies, you may contact legal@pantheon.io.
- Sign Non-Disclosure Agreement (NDA): Signed by a contractor prior to any engagement with Pantheon.
- Sign the Global Services Agreement
- Sign additional required documents for data access (as needed): Contractors with access to Pantheon's data as a business requirement must additionally sign the following:
- Data Processing Agreement and/or
- Supplemental Agreement for IT policies acknowledgment. For a copy of Pantheon's IT policies, you may contact legal@pantheon.io.
Contractor Data Processing Agreement
Version 2.0
Effective June 16, 2021
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Services (“Principal Agreement“) between
Pantheon Systems Inc.
_____________________
_____________________
_____________________
(the “Data Processor”)
(together as the “Parties”)
- 1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other jurisdiction, including, but not limited to, the “California Consumer Privacy Act of 2018” or “CCPA” (meaning the California Consumer Privacy Act of 2018, as amended from time to time (Cal. Civ. Code §§ 1798.100 to 1798.199)).
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
Pantheon Systems Inc. Signature ________________________________ Name: ________________________________ Title: _________________________________ Date Signed: _________________________________ | Processor Signature ________________________________ Name _________________________________ Title _________________________________ Date Signed _________________________________ |
- 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)[1] for the transfer of personal data to a third country.
- The Parties:
- the natural or legal person(s), public authority/ies, agency/ies or other body/ies
- 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”)
- These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
- The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.
- 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
- These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
- Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
- Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
- Clause 8 - Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);
- Clause 9 - Clause 9(a), (c), (d) and (e);
- Clause 12 - Clause 12(a), (d) and (f);
- Clause 13;
- Clause 15.1(c), (d) and (e);
- Clause 16(e);
- Clause 18 - Clause 18(a) and (b).
- Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
- Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
- These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
- These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
- 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.
- Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
- The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
- The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.
- The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.
- The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.
- The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter[2].
- 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, 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
- The data importer shall grant access to the 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.
- 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, without undue delay, the data exporter and, where appropriate and feasible, the controller 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 data breach, including 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.
- 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 its controller so that the latter may in turn 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.
- 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;
- the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679;
- 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
- the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
- The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.
- 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 controller.
- The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.
- The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.
- Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.
- 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.
- 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.
- OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not subcontract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the prior specific written authorisation of the controller. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the subprocessor, together with the information necessary to enable the controller to decide on the authorisation. It shall inform the data exporter of such engagement. The list of sub-processors already authorised by the controller can be found in Annex III. The Parties shall keep Annex III up to date.
- Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), 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.[4] 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.
- The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. 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.
- 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 subprocessor to fulfil its obligations under that contract.
- 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.
- The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.
- The data importer shall assist, where appropriate in cooperation with the data
- In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.
- 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.
- 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:
- 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;
- refer the dispute to the competent courts within the meaning of Clause 18.
- 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.
- The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- The data importer may not invoke the conduct of a sub-processor to avoid its own
- [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.
- 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,
- 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.
- The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
- 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;
- 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[6];
- 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.
- 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.
- The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
- 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). The data exporter shall forward the notification to the controller.
- 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 , if appropriate in consultation with the controller. 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 controller or 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.
- 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:
- 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
- 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.
- 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.
- 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.). The data exporter shall forward the information to the controller.
- 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.
- 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.
- 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).
- 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. The data exporter shall make the assessment available to the controller.
- 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.
- The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
- 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).
- The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
- 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;
- the data importer is in substantial or persistent breach of these Clauses; or
- the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
- 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.
- 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.
- Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
- The Parties agree that those shall be the courts of _______________ (specify Member State).
- 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.
- The Parties agree to submit themselves to the jurisdiction of such courts.
- Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […]. ↑
- See Article 28(4) of Regulation (EU) 2016/679 and, where the controller is an EU institution or body, Article 29(4) of Regulation (EU) 2018/1725. ↑
- The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union ↑
- This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7. ↑
- The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards. ↑
- As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or ↑
Employee Privacy Policy
Version 4.0
Effective November 11, 2021
DownloadTable of Contents
- Cookies: We collect certain information automatically from website visitors using cookies and similar technologies, including information from third parties. For more information, see our Cookie Policy at https://pantheon.io/pantheon-cookies.
- Communications: We collect, store, and process information that you provide to us when you communicate with us.
- Applicant/Employeer: We collect, store, and process information that you provide to us when you apply for a job with Pantheon. Such information may include name, address, email address, telephone number and other contact information, resume or CV, cover letter, previous and/or relevant work experience or other experiences, education, transcript, or other information that the job applicant may provide to us in support of an application and/or recruitment process. We may also obtain information from interviews and phone-screening. We may also collect details about the type of employment the applicant may be looking for, current and/or desired salary and other terms related to compensation and benefits packages, willingness to relocate, or other job preferences; details of how the applicant heard about the job opening; any sensitive and/or demographic information obtained during the application or recruitment process such as gender, age, information about citizenship and/or nationality, medical or health information and/or your racial or ethnic origin; reference information and/or information received from background checks, where applicable, including information provided by third-parties; and information related to any assessment you may take as part of the interview screening process. This information is retained while you are an employee of Pantheon and are deleted subject to Data Privacy guidelines.
- Employee: We collect, store and process information necessary to enable us to provide your compensation or pay an invoice, including your name, address, government identification number, salary information, and bank account details. If you are an employee, we also collect, store and process information regarding your tax and 401(k) plan elections.
- Employee: We collect, store and process information necessary for us to provide you with offered benefits, including various insurance programs and other benefits, and may also collect store, and process the following information for any family member or beneficiary listed on your benefits, including benefit selections, medical information, marital status (and, incidentally, sexual orientation), beneficiaries, other covered parties and their age, gender and relationship to you. We also collect, store and process information concerning your job performance and reviews, compensation history within Pantheon, job titles and promotions, dates of employment, training records, leave entitlements, disability-related accommodation requests, updated contact information, use of Pantheon IT systems, employee identification number, photographs, signatures, video images.
- Contracted Parties In the interest of maintaining security and website integrity, Pantheon may allow contracted parties to track and monitor logins, authentications and surfing patterns, among other things, which will support determine if users are legitimate clients and provide Pantheon feedback on usage. Contracted parties will in no way sell this information, use the information for profiling, store or use the information for any other purpose. The contracted parties may use cookies and other technologies to identify devices used by visitors to our website and other online services. Such use is addressed in our Cookie Policy.
- Service providers: From time to time, we may disclose your personal information to organizations that perform services for Pantheon, such as processing job applications, conducting background checks, providing benefits, enabling payment and/or reimbursement, providing consulting services regarding business operations, conducting investigative or providing legal services, and similar services. We will share with these companies only the personal information they need to provide the services. These service providers will be required to agree to use the personal information of applicants and employees solely for the purpose of providing the services, under Pantheon’s instructions, to keep that information secure, and otherwise comply with all applicable data privacy laws and regulations.
- Potential acquirers of Pantheon's business: If the stock or assets of Pantheon, its subsidiaries, its joint ventures or any combination of such are acquired by another entity, some or all of the personal information of applicants and employees may be provided to such a successor. In such a case, the successor will be instructed to handle the personal information in the same manner as provided in this Employee Privacy Policy.
- Law enforcement: We may be required in certain circumstances to disclose personal information in response to a lawful request by public authorities, the courts, law enforcement, or to comply with national security requirements. To the extent allowed by law, we will notify you before or in conjunction with a required disclosure.
- You have the right to access, correct, update or request deletion of the personal information we collect about you. Please note that Pantheon may have a legal right or other obligation to maintain certain information about you, irrespective of your request for deletion.
- Please refer to Data Privacy Regulations in your particular geographic location for specific rights that may be provided in addition to the general description above.
Canada Privacy Policy
Version 1.0
Effective April 26, 2022
DownloadTable of Contents
- Registration and billing information submitted by Users;
- Log data collected automatically on the Pantheon website;
- Information collected via cookies on the Pantheon website, in accordance with our Cookie Policy at https://pantheon.io/pantheon-cookies;
- User data collected through User engagement with our Services;
- Marketing and communication data provided to us by visitors, Users, or subscribers to our marketing communications; and
- Information about visitors, users or customers of our Users’ websites, which we use for limited purposes as described at the Information of Visitors to Our Users’ Websites section below.
- Providing our Services and service communications;
- Data management and support for our Users;
- Improvements to our Services, website, and marketing strategies;
- Sending out marketing and promotional materials in accordance with your preferences;
- Billing coordination; and
- As otherwise permitted or required by law.
- Credit card processors to manage payment processing;
- Third party service providers, only as necessary to assist in providing certain components of our Services, and only with contractual requirements in place to protect the Personal Information and handle it only in accordance with this Privacy Policy;
- Group companies, such as affiliates and subsidiaries, to assist in providing the Services;
- Potential acquirers of Pantheon’s business, to evaluate or carry out a business transaction;
- Other entities as permitted or required by law.
- Credit Card processing: Pantheon uses a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use Billing Information except for the sole purpose of credit card processing on Pantheon's behalf.
- Third party service providers: Pantheon may partner with other parties to provide Users with specific services such as user interfaces, connectors, dashboards, web hosting, and other administrative tools available for use via the Services. If a User registers for these services, we will share names or other contact information only to the extent necessary for the third party to provide these services. These service providers are subject to confidentiality and security agreements and are required to agree to use the Personal Information of Users and visitors for the purpose of providing services, under Pantheon’s instructions, to keep that information secure, and otherwise to handle Personal Information in the same manner as provided in this Privacy Policy, as required by applicable laws.
- Group companies: From time to time we may provide Personal Information about Users to Pantheon's subsidiaries and affiliates so that those entities may assist Pantheon in providing Services to Users. Each of these entities will process information in accordance with this Privacy Policy.
- Potential acquirers of Pantheon's business: If Pantheon is involved in a merger, acquisition or asset sale (each a “transaction”), some or all of Pantheon Users' and visitors' Personal Information may be disclosed for the purposes of evaluating or carrying out the transaction. In such a case, the other party will be instructed to handle the Personal Information in the same manner as provided in this Privacy Policy, and Users or visitors will be notified to the extent required by applicable laws.
- Law Enforcement. We may be required in certain circumstances to disclose Personal Information in response to a lawful request by public authorities, courts, law enforcement, or to comply with national security requirements, or as otherwise required by the applicable data protection law. To the extent allowed by law, we will notify you before a disclosure is made.
- Consent: We may disclose Users' and visitors' Personal Information with third parties where we have consent to do so, except as otherwise prohibited by law.
- You may have the right to access, correct, update or request deletion of the Personal Information we collect about you. You can also make changes to your Pantheon personal or professional profile at any time by logging into the Service – see the heading "Accessing and Updating Contact Information" above.
- You have the right to opt out of marketing communications, even if you have previously consented to receiving them. You may opt out at any time.
- You may have the right to request portability of your Personal Information.
- You may have the right to de-indexation.
- If we have collected and process your Personal Information with your consent, then you can withdraw your consent at any time by contacting us through one of the methods below – see the heading “Contact”.
- retention and destruction of your Personal Information;
- the roles and responsibilities of Pantheon’s members of its personnel throughout the life cycle of your Personal Information;
- the process for dealing with complaints regarding the protection of your Personal Information.
Canada Employee Privacy Policy
Version 2.0
Effective April 26, 2022
DownloadTable of Contents
- Cookies: We collect certain information automatically from website visitors using cookies and similar technologies, including information from third parties. For more information, see our Cookie Policy at https://pantheon.io/pantheon-cookies.
- Communications: We collect, store, and process information that you provide to us when you communicate with us.
- Application Information (Applicants/Employees/Independent Contractors): We collect, store, and process information that you provide to us when you apply for a job or contract role with Pantheon. Such information may include name, address, email address, telephone number and other contact information, resume or CV, cover letter, previous and/or relevant work experience or other experiences, education, transcript, or other information that you may provide to us in support of an application and/or recruitment process. We may also obtain information from interviews and phone-screening. We may also collect details about the type of employment you may be looking for, current and/or desired salary and other terms related to compensation and benefits packages, willingness to relocate, or other job preferences; details of how you heard about the job opening; any sensitive and/or demographic information obtained during the application or recruitment process such as gender, age, information about citizenship and/or nationality, medical or health information and/or your racial or ethnic origin; reference information and/or information received from background checks, where applicable, including information provided by third-parties; and information related to any assessment you may take as part of the interview screening process. This information is retained while you are an employee or independent contractor of Pantheon and deleted subject to our data retention policies and applicable laws. For applicants that are not hired, this information is deleted subject to data retention policies and applicable laws.
- Payment and Tax Information (Employees/Independent Contractors): We collect, store and process information necessary to enable us to provide your compensation or pay an invoice, including your name, address, government identification number, salary information, and bank account details. If you are an employee, we also collect, store and process information regarding your tax and 401(k) plan elections, if applicable.
- Benefits (Employees): We collect, store and process information necessary for us to provide you with offered benefits, including various insurance programs and other benefits, and may also collect store, and process the following information for any family member or beneficiary listed on your benefits, including benefit selections, medical information, marital status (and, incidentally, sexual orientation), beneficiaries, other covered parties and their age, gender and relationship to you.
- Employment Administration Information (Employees): We also collect, store and process other information as necessary in order to establish, manage and terminate your employment with us. This information may include, without limitation: (i) information concerning your job performance and reviews, (ii) compensation history within Pantheon, (iii) job titles and promotions, (iv) dates of employment, (v) training records, (vi) leave entitlements, (vii) disability-related accommodation requests, (viii) updated contact information, (ix) use of Pantheon IT systems, (x) employee identification number, (xi) photographs, (xii) signatures, (xiii) video images, or (xiv) other information which you provide or produce in the course of employment.
- Monitoring Information (Employees/Independent Contractors). Pantheon may monitor its physical assets, electronic networks and employee communications for operational and security reasons, as well as to assess compliance with its policies and for other purposes as outlined below. We may collect Personal Information in the course of this monitoring practice.
- Asset Management
- Reasonably suspected use of company software and/or assets in violation of the Global Code of Conduct
- Reasonably suspected violation of company Privacy, Confidentiality and similar policies
- Service providers: From time to time, we may disclose your Personal Information to organizations that perform services for Pantheon, such as processing job applications, conducting background checks, providing benefits, enabling payment and/or reimbursement, providing consulting services regarding business operations, conducting investigative or providing legal services, and similar services. We will share with these companies only the Personal Information they need to provide the services.
- Potential acquirers of Pantheon's business: If the stock or assets of Pantheon, its subsidiaries, its joint ventures or any combination of such are acquired by another entity, some or all of the Personal Information of applicants, employees and independent contractors may be provided to such a successor. In such a case, the successor will be instructed to handle the Personal Information in the same manner as provided in this Privacy Policy.
- Subsidiaries and affiliates: Personal Information, such as your name, title, phone number, and Pantheon email address, may be shared with employees at Pantheon’s subsidiaries and affiliates in furtherance of business objectives such as working with clients or on projects involving other members of the Pantheon Group, to provide support and answer questions you may have, and for similar business purposes.
- Consent: We may disclose your Personal Information to third parties where we have your consent to do so.
- Where otherwise required or permitted by law: We may disclose your Personal Information as otherwise required or permitted by applicable law. For example, we may be required in certain circumstances to disclose Personal Information in response to a lawful request by public authorities, the courts, law enforcement, or to comply with national security requirements. To the extent allowed by law, we will notify you before or in conjunction with a required disclosure.
- Depending on your jurisdiction, you may have the right to access, correct, update, request deletion, or request a portable copy of the Personal Information we collect about you. Please note that Pantheon may have a legal right or other obligation to maintain certain information about you, irrespective of your request for deletion.
- If you have any questions, or wish to obtain further written information about Pantheon’s policies and practices with respect to the collection, use, disclosure or storage of your Personal Information by service providers or affiliates outside of Canada, you may contact our Privacy Counsel at privacy@pantheon.io.
- Please refer to Data Privacy Regulations in your particular geographic location for specific rights that may be provided in addition to the general description above.
Philippines Privacy Policy
Version 1.0
Pantheon Global Services Agreement
Version 8.0
Effective January 27, 2023
DownloadTable of Contents
- ENGAGEMENT OF SERVICES. Pantheon may from time to time issue project(s) through the issuance of a Statement of Work (“SOW”) substantially in the form attached as Exhibit A. Vendor will use its best efforts to render the services and products set forth in the SOW (collectively, the “Services”). In performing the Services, Vendor agrees to: (a) perform the Services in a good and workmanlike manner consistent with industry standards reasonably applicable to the performance thereof, using personnel with the requisite levels of education, skill and experience to perform the Services; (b) provide its own equipment, tools and other materials at its own expense; (c) perform the Services in a timely and professional manner consistent with good industry standards; and (d) perform the Services at a location, place and time which Pantheon deems appropriate, which may include working on Pantheon premises from time to time.
- Subcontract. This Agreement is personal to Vendor, and Vendor may not subcontract or otherwise delegate its obligations under this Agreement without Pantheon’s prior written consent. Before any Vendor subcontractor performs Services in connection with this Agreement, the subcontractor and Vendor must have entered into a written agreement expressly for the benefit of Pantheon containing clauses substantially equivalent to this Section 1, Section 5 (Confidentiality Obligation), and all indemnity, liability, and assignment of rights provisions.
- Retained Based on SOW. Pantheon has retained Vendor to assist Pantheon in connection with and under the direction and supervision of Pantheon, to develop, advise, perform and at times correspond with Pantheon and its affiliates and business partners, regarding organizational strategies and/or operations, and to provide various professional services in connection with Pantheon’s business as assigned and/or requested by Pantheon.
- Manner of Services. The Parties hereby acknowledge and confirm that all of Vendor’s Services to Pantheon will continue to be at the prompting and under the overall direction and supervision of Pantheon; and that Pantheon is responsible for the creative ideas used to create any works, products, or recommendations resulting from the performance of this Agreement.
- FEES AND EXPENSES. Pantheon will pay Vendor in accordance to Section 2 of this Agreement. For any other expenses, Vendor must obtain Pantheon’s written approval prior to incurring such expenses, unless otherwise specified in any SOW in connection with this Agreement. Upon termination of this Agreement for any reason, Pantheon will pay Vendor for all Services specified in a SOW that have been completed and accepted, up to and including the effective date of such termination. Such payment may be on a proportional basis in the event Vendor has not completed the Services set forth in the SOW.
- Payment and Invoice. Pantheon will pay the undisputed invoices and pre-approved expenses within thirty (30) days of Pantheon’s receipt of Vendor’s itemized invoice. Vendor shall submit invoices to Pantheon on the last day of each month, unless otherwise specified in the SOW in connection to this Agreement.
- Other Compensation. Vendor shall not be entitled to any other compensation in connection with the performance of Services and/or in connection with the rights granted herein and/or the exploitation of any works unless agreed to in writing.
- Disputed Invoices. In the event that Pantheon, in good faith, disputes any item in an invoice, Pantheon shall notify the Vendor in writing, no later than thirty (30) days after the receipt of the invoice. The parties shall negotiate to resolve the disputed items. Pantheon shall have the right to withhold payment of the disputed invoice without interest. Pantheon will pay the amount within thirty (30) days after the resolution of dispute. Pantheon reserves rights of set-off and withholding from any amounts otherwise due to Vendor. Nonpayment of a disputed invoice shall not constitute a breach by Pantheon or permit suspension services by Vendor.
- Timely Submittal of Invoices. Vendor shall submit invoices, including expense reimbursement information, in a timely manner and in accordance with Pantheon’s invoicing submission requirements. In no event shall Pantheon be liable for any fees, costs, expenses or other charges that are not invoiced as required under this Agreement within ninety (90) days after the month in which the associated services were performed or in which such fees, costs, expenses or charges were incurred or should have been accrued. Within thirty (30) days after termination or expiration of this Agreement or any SOW, Vendor shall submit to Pantheon a final itemized invoice for any fees, costs, expenses or other payments theretofore arising out of or in connection with this Agreement or such SOW, as applicable. Upon payment of such amounts so invoiced, Pantheon shall have no further liability or obligation to Vendor whatsoever for any further fees, costs, expenses, or other payment arising out of or in connection with any such SOW or this Agreement. Submission timing and invoicing requirements are subject to change by Pantheon with reasonable notice to Vendor.
- Benchmarks. Pantheon shall have the right during the term of this Agreement and/or any SOW to benchmark the fees and quality for the products/services being rendered by the Vendor to Pantheon. Pantheon will conduct benchmarking exercises not more frequently than every six (6) months during the term. Benchmarking aims to verify that Pantheon is receiving competitive market pricing and service level quality with respect to the management, delivery, and receipt of the products/services. Should the result of the benchmarking exercise show substantially lower costs/price than the current cost/price provided by the Vendor, Vendor shall endeavor to provide better costs/price to Pantheon, that are aligned to the benchmarking exercise.
- INDEPENDENT CONTRACTOR RELATIONSHIP. Vendor’s relationship with Pantheon will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Vendor is not the agent of Pantheon and is not authorized to make any representation, contract, or commitment on behalf of Pantheon. The manner and means by which Vendor chooses to complete the Services are in Vendor's sole discretion and control. Vendor will not be entitled to any of the benefits which Pantheon may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Vendor will be solely responsible for all tax returns and payments required to be filed with or made to any local and/or national agency, VAT, or other tax authority with respect to Vendor’s performance of Services and receipt of fees under this Agreement. Pantheon will regularly report amounts paid to Vendor as required by laws and regulations. Because Vendor is an independent contractor, Pantheon will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, obtain worker’s compensation insurance or perform similar duties reserved for employers on Vendor’s behalf. Vendor agrees to accept exclusive liability for complying with all applicable local and/or national laws and/or regulations governing independent contractors, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to Vendor, its agents or employees under this Agreement.
- TAXES. Vendor agrees it shall be responsible for any and all federal, state and/or local taxes payable by Vendor, and will timely file tax returns and pay taxes thereon at the time and in the amount required by law. In addition, Vendor agrees it shall fully defend, indemnify and hold harmless Pantheon from the payment of any monies, taxes, interest and/or penalties that are required by any government agency at any time as the result of the payment of any compensation pursuant to the terms of this Agreement. Vendor has not relied on any advice from Pantheon as to the necessity for withholding or taxability of the payment(s) under this Agreement, whether pursuant to federal, state or local tax statutes or otherwise. Vendor acknowledges that Pantheon has not made any representations regarding the taxability of any compensation received under this Agreement.
- CONFIDENTIALITY OBLIGATIONS.
- Confidential Information. Each party (“Receiving Party”) will treat as confidential and properly safeguard any and all information, documents, papers, programs and ideas relating to the other party (“Disclosing Party”), its proprietary information, financial information, employee data, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, customers, customer lists, prospect lists, suppliers, vendors, partners, reports, software (source code and object code), developments, inventions, processes, formulas, pricing models, methods, technology, designs, drawings, and other business information, disclosed to the Receiving Party and designated by the Disclosing Party as confidential or which should be reasonably understood to be confidential (“Confidential Information”). Confidential Information does not include information which is known to either party at the time of disclosure as evidenced by written records, has become publicly known and made generally available through no wrongful act of the other party, or has been rightfully received from a third party who is authorized to make such disclosure. The Receiving Party shall inform the Disclosing Party of all requests for or inquiries into the Disclosing Party’s Confidential Information by third parties and shall only provide same when legally compelled to do so after notice to the Disclosing Party and providing the Disclosing Party with sufficient time to permit the Disclosing Party to seek a protective order, and such disclosure shall not be deemed a breach of this Section 5. This provision shall survive the termination of this Agreement.
- Use of Confidential Information. Vendor will not, during or subsequent to the term of this Agreement, use Pantheon’s Confidential Information for any purpose whatsoever other than the performance of the Services or disclose Pantheon’s Confidential Information to any unauthorized third party. Confidential Information shall remain the sole property of the Disclosing Party. Each party shall take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.
- Restrictions on Use. Vendor agrees that Vendor will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Vendor has an agreement or duty to keep in confidence information acquired by Vendor in confidence, if any, and that Vendor will not bring onto the premises of Pantheon or the premises where the Vendor performs the Services, any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity.
- Third Party Information. Vendor recognizes that Pantheon has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Pantheon’s part to maintain the confidentiality of such information and to use it only for certain limited purposes (“Third Party Information”). Vendor agrees that Vendor owes Pantheon and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for Pantheon consistent with Pantheon’s agreement with such third party.
- Pantheon PI. “Personal Information” (or “PI”) is information, in any form, that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
- Return of Information. Upon the termination of this Agreement, or upon Pantheon’s earlier request, Vendor will deliver to Pantheon all of Pantheon’s property and all copies of Confidential Information in tangible or intangible form that Vendor may have in Vendor’s possession or control.
- DATA PRIVACY AND SECURITY.
- Data Privacy. In the event that sharing of any PI is necessary, Parties agree that each Party will comply with all applicable federal, state and international laws, rules, regulations, and directives regarding the collection, use, disclosure, and/or processing of personal information pursuant to the Agreement, including but not limited to Regulation EU 2016/679 or “GDPR” and the California Consumer Privacy Act (CCPA) (collectively, “Data Protection Laws”) and that each Party will comply with their respective obligations thereunder to maintain the confidentiality of any PI in accordance with applicable law. Both Parties shall ensure that they each have in place appropriate technical and organizational security measures to protect the personal data disclosed as required by the nature of the Services governed by this Agreement.
- Transfers of Personal Data. Vendor shall not transfer Pantheon PI across any country border unless it is (a) strictly unavoidable for the proper performance of the Services, and (b) notified to Pantheon in writing prior to any such transfer (unless expressly specified in the relevant Statement of Work). Where the Services involve the transfer of PI from any European Economic Area (EEA) Member State, the United Kingdom or Switzerland to any country or recipient (other than a subprocessor) not recognized by the European Commission as providing an adequate level of protection for PI, the applicable standard contractual clauses for the Transfers of Personal Data to Processors Established in Third Countries, dated 5 February 2010 (2010/87/EU), as amended or replaced from time to time (the “Standard Clauses”), will apply and are hereby incorporated by reference into this Agreement. For purposes of the Standard Clauses, (a) Pantheon will act as the data exporter and Vendor will act as the data importer and “service provider” as set out in the California Consumer Privacy Act (1798.100); (b) any subprocessors (as defined under GDPR) will be subject to Clause 11 (Sub-processing) of the Standard Clauses; (c) Appendix 1 of the Standard Clauses will be populated with the information set forth in the relevant Service Agreement or Catalogue; and (d) Appendix 2 of the Standard Clauses will be populated with Annex 2 (Security Requirements). If the Standard Clauses are amended or replaced from time to time, then the foregoing Standard Clauses and Appendix references will be deemed updated as appropriate. To the extent that there is a conflict between this Agreement and the Standard Clauses, the Standard Clauses will prevail. In the event that the Standard Clauses or other applicable transfer mechanisms become invalid, they will be replaced with other valid instruments prescribed by applicable Data Protection Laws.
- Data Breach. If Vendor has collected or used PI, Vendor shall immediately notify Pantheon within twenty four (24) hours in the event of a known or suspected breach of security of a Vendor system or database that contains PI or any other Confidential Information, or the detection of suspicious activity, or suspected or actual loss or theft of any such data, or access by any unauthorized third party to such data, and will furnish all available information and assistance to Pantheon regarding such breach sufficient for Pantheon to evaluate the likely consequences and any legal or regulatory requirements arising out of the event. Notification must include full details of any security incident or breach relevant to Pantheon data processing, and Vendor shall use its best efforts to immediately terminate any security breaches or suspicious activity, and must do all such acts and things reasonably necessary to remedy or mitigate the effects of the security incident or data breach, and will continuously update Pantheon on developments relating to such security incidents or data breaches. Vendor shall not allow any security breach or suspicious activity to persist for any amount of time or for any reason except as required by law, or as deemed reasonably necessary by Vendor to determine the identity of the perpetrator and to stop such breach or suspicious activity from continuing.
- Notice. Vendor shall promptly notify Pantheon regarding (a) any legally binding request for disclosure of the Pantheon PI by a law enforcement authority unless otherwise prohibited to do so; and (b) any request received directly from the data subjects and will not respond to such requests until authorized or requested by Pantheon to do so.
- INTELLECTUAL PROPERTY RIGHTS. Nothing in this Agreement will function to transfer any of Pantheon’s intellectual property rights to the Vendor, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Vendor agrees not to engage in the use, copying, or distribution of Pantheon owned Intellectual Property. Any Intellectual Property rights and/or product created by virtue of this Agreement shall be fully and solely owned by Pantheon. All work product of every kind performed by any Vendor personnel on behalf of Pantheon shall be the sole and exclusive property of Pantheon (“Pantheon Work Product”).
- Vendor Representations and Warranties. Vendor hereby represents and warrants that:
(a) it has complied with all the requirements of the law/ordinances and pertinent rules and regulations governing its business operations, Services, and Products; (b) it understands and shall comply with (1) the rules, restrictions, requirements and definitions of applicable Data Protection Laws, including without limitation the GDPR and CCPA and (2) it agrees to refrain from taking any action that would cause any transfers of PI to or from Pantheon to qualify as a sale of personal information under applicable Data Protection Laws all applicable laws, regulations, regulatory requirements, and codes of practice in connection with its data processing obligations under this Agreement and shall not do, cause or permit to be done, anything which may cause or otherwise result in a breach by Pantheon of the same; (c) it has read Pantheon’s Privacy Policy statement (https://pantheon.io/privacy) and shall treat all personal data in a manner consistent with such policy; (d) it pays the wages or salaries of its personnel/workers as well as benefits, premiums and protection in accordance with the provisions of applicable laws, decrees, rules and regulations promulgated by competent authority; (e) it will take all necessary precautions to prevent injury to any persons (including employees and contractors of Pantheon) or damage to property (including Pantheon property) during the term of this Agreement; (f) should Pantheon permit Vendor to use any Pantheon equipment, tools, or facilities during the term of this Agreement, Vendor shall be responsible for any injury to any person (including death) or damage to property (including Pantheon property) arising out of such use; (g) it has full right and power to enter into and perform this Agreement and to grant the licenses as described herein; (h) Vendor does not and will not employ personnel, and/or deploy resources who are listed in the denied or restricted parties/persons list created and compiled by respective government authorities/agencies and/or organizations; (j) Vendor is not based nor conducting operations in any location that is specified in the list of sanctioned countries created and compiled by the government of the United States of America; and (k) Vendor has no outstanding agreement or obligation that is in conflict with this Agreement or that would preclude Vendor from complying with the provisions set forth herein, nor will Vendor enter into any such conflicting agreement during the term of this Agreement and; (l) it has read, understood and accept Pantheon's Supplier Code of Conduct. - SETTLEMENT OF DISPUTES. Any dispute arising between the Parties hereto in respect of the interpretation of this Agreement and the performance of obligations hereunder shall be settled amicably by mutual consultations as far as practicable. In the event a claim, controversy or dispute between the Parties arises out of or in connection with this Agreement or the transactions and business contemplated hereby, including the validity, construction or enforcement thereof, whether by way of contractual breach, tort or quasi-delict, the Parties agree that the matter will be referred to an independent mediator agreed upon by the Parties. Where the Parties cannot agree on a mediator, the Parties agree to submit the dispute to either ad hoc or institutional arbitration, the choice of venue, law and rules of procedure of which shall be mutually agreed upon. All dispute resolution proceedings and records shall be in English. Issuance of an arbitration demand shall suspend the effect of any default entailed by such claim, controversy or dispute and any judicial or administrative proceedings instituted in connection therewith, for the duration of the arbitration proceedings. The Parties agree to participate in good faith in any mediation or arbitration begun under this section. Any mediation or arbitral award shall be binding upon the Parties, and shall be final and nonappealable except on grounds provided under the applicable Alternative Dispute Resolution and Arbitration Laws, Rules and Procedures. It is understood that where the Parties have mutually agreed upon a mode of dispute resolution, the same shall be the exclusive remedy, except that Parties shall be entitled to obtain equitable relief, such as injunctive relief, from any court of competent jurisdiction based on the provisions stated in Section 16.2 (Governing Law) in order to protect its rights while such proceeding is pending or in support of any award made pursuant to such arbitration.
- INDEMNIFICATION AND LIABILITY.
- Indemnification. Vendor will indemnify and hold harmless Pantheon, its officers, directors, employees, sublicensees, customers and agents (collectively, “Pantheon Parties”) from any and all claims, losses, liabilities, damages, penalties, fines, expenses and costs (including attorneys’ fees and court costs) (collectively, “Claims”) arising out of or in connection with: (a) the Vendor’s breach of this Agreement; (b) any breach of Vendor’s systems or networks, including but not limited to unauthorized access, physical theft, malware, denial of service attack or other forms of data security incidents; (c) any negligence or willful misconduct of the Vendor, its employees, subcontractors or agents; (d) Vendor’s data processing activities under this Agreement including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, willful misconduct, breach of statutory duty or non-compliance with any part of the Data Protection Laws by Vendor or its employees, agents or contractors; (e) any person, firm, or corporation that may be injured or damaged due to any negligence or willful misconduct of Vendor, its employees, subcontractors, and agents; and (f) any claim of infringement of the Deliverables or Services on the intellectual property rights of any third party. The foregoing indemnification obligations are conditioned on Pantheon giving Vendor written notice of any such Claim and allowing Vendor to participate in the defense thereof at its expense. From the date of written notice from Pantheon to Vendor of any such Claim, Pantheon shall have the right to withhold from any payments due to Vendor under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Vendor’s obligations under this Section 10.
- LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PANTHEON, ITS AFFILIATES, OR ANY PANTHEON PARTY, BE LIABLE TO THE VENDOR OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF PANTHEON PURSUANT TO THIS AGREEMENT AND THE MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY VENDOR WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY PANTHEON UNDER THIS AGREEMENT.
- INSURANCE. Prior to commencing any Services, Vendor shall procure and maintain all types of limits of insurance required by applicable law and, further, adequate insurance commensurate with the risks presented by the performance of Vendor’s obligations under this Agreement, and which shall cover damages resulting from Vendor’s violation of its obligations, negligence and willful misconduct in performance of Service, including, without limitation, claims for bodily injury, death or property damage caused to any person or persons. If Vendor is providing professional services, Vendor shall also maintain appropriate types and amounts of professional liability or errors and omissions coverage given the Services to be performed.
- TERM; TERMINATION.
- Term of the Agreement. This Agreement will remain in effect for one year from effective date and automatically renewed on a monthly basis unless terminated by either party according to this Section 12 of this Agreement. For avoidance of doubt, Vendor’s fees and expenses shall be governed by SOWs and PO’s executed during the Term.
- Termination by Pantheon. Pantheon may terminate this Agree ment: (a) at its convenience upon thirty (30) days prior written notice to Vendor; (b) upon fifteen (15) days prior written notice if Vendor materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach; or (c) immediately upon Vendor’s breach of Sections 5 (Confidentiality Obligations), 7 (Intellectual Property Rights), or 12.5 (Non-Interference with Business).
- Termination by Vendor. Vendor may terminate this Agreement (a) upon thirty (30) days prior written notice to Pantheon if there is no uncompleted SOW in effect; or (b) upon fifteen (15) days prior written notice if Pantheon materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice.
- Payment upon Termination. Payment for any Services rendered shall be in accordance with Section 2 (Fees and Payment).
- Non-Interference with Business. During the term of this Agreement and for a period of one (1) year following termination of this Agreement, Vendor agrees not to solicit or induce any Pantheon employee or contractor to terminate or breach any employment, contractual or other relationship with Pantheon.
- Return of Pantheon Property. Upon termination of the Agreement, Vendor shall cease providing all Services, and within one (1) business day, or earlier as requested by Pantheon, Vendor will deliver to Pantheon any and all equipment, drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other materials that contain, disclose or comprise the Pantheon Work Product, Confidential Information or Third Party Information. Vendor shall further refund any prepaid fees provided to Vendor under this Agreement or any applicable SOW hereto that is subject to such termination.
- Service Level Agreements. In case the Vendor fails to deliver, or complete the whole or part of the Services within the agreed upon date of completion, service level or delivery date (as applicable) expressly as stated in the SOW, the Vendor shall be liable for liquidated damages and shall pay 1/10th of 1% of the total fees as indicated in the SOW and/or PO for each day of delay, determined after the issuance of the service acceptance or acceptance of delivery by Pantheon unless otherwise stated in the SOW in connection with this Agreement. Pantheon shall be entitled to deduct the corresponding amount of liquidated damages provided herein from any amount due to the Vendor, and the Vendor hereby expressly authorizes Pantheon to deduct any such amount when proper. This shall be without prejudice to the right of the Pantheon to resort to any other remedy which it may be entitled to. The SLA does not apply in the event that failure to deliver, or complete the whole or part of the Services is (a)caused by factors beyond the reasonable control and not involving any fraud, fault or negligence on the part of the Vendor; or (b) that resulted from Pantheon’s equipment or third-party equipment, or both.
- CONFLICT OF INTEREST. Vendor recognizes that it may, from time to time throughout the term of this Agreement, provide services to companies that are in competition with Pantheon. Vendor hereby agrees that this will not limit its ability to provide services in relation to this Agreement, or in any way interfere with its performance under this Agreement. Vendor will immediately notify Pantheon in writing of any such interference that may arise during the term of this Agreement as soon as it arises. Pantheon will have the right to terminate this Agreement without incurring any liabilities, if Pantheon deems that any actual or potential engagement will interfere with the performance of this Agreement. Vendor agrees to indemnify and hold Pantheon and its affiliates harmless from loss or liability incurred to the extent directly arising from the material breach by Vendor of any agreement with any third party.
- INTENTIONALLY LEFT BLANK.
- GENERAL PROVISIONS.
- Notice. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by e-mail, fax or by hand to the party to whom such notice is required or permitted to be given. If mailed, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by e-mail, fax or by hand, any such notice will be considered to have been given when received by the party to whom notice is given, as evidenced by written and dated documentation of the receiving party (such as an e-mail message or fax confirmation page). The mailing address for notice to either party will be the address on the first page of this Agreement. Either party may change its mailing address by notice as provided by this section.
- Governing Law. This Agreement will be governed and interpreted in accordance with applicable laws of the following territories, excluding any applicable conflict of law provisions:
- If Vendor is working on-site in Pantheon’s San Francisco office, in the State of California, or if no other choice of law condition is met: Laws of the State of California;
- If Vendor is working in Europe: Laws of England and Wales;
- If Vendor is working in Philippines: Laws of the Republic of the Philippines; and
- If Vendor is working in other Asian Countries: Laws of the Republic of Singapore.
- However, a party shall have the right to apply for injunctive relief before a court of competent jurisdiction to enforce rights in its intellectual property rights and confidential information. The parties agree that the U.N. Convention for the International Sale of Goods will have no force or effect on this Agreement
- Assignment. Vendor may assign this Agreement or any rights or obligations hereunder with the prior written consent of Pantheon, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Pantheon may assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary or to a successor, whether by way of merger, sale of all or substantially all of its assets or business or otherwise. Any attempted assignment of this Agreement not in accordance with this subsection shall be null and void. All of the terms and provisions of this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.
- No Third-Party Beneficiaries. Except as stated in this Agreement, this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than the parties.
- Modification and Waiver. No modification of this Agreement is effective unless signed by the parties. No waiver by Pantheon of any breach of this Agreement shall be a waiver of any preceding or succeeding breach; no waiver by Pantheon of any right under this Agreement shall be construed as a waiver of any other right.
- Severability. The provisions of this Agreement are severable. If any provision of this Agreement is adjudicated to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and any such provision shall be deemed changed and interpreted to accomplish the intent of the original provision.
- Injunctive Relief. Each party acknowledges it would be difficult to fully compensate for damages that may result from the breach or threatened breach of the provisions of Sections on Confidentiality Obligations and Intellectual Property Rights. Thus, the non-breaching party will be entitled to seek injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions to enforce such provisions. Seeking injunctive relief will not, however, diminish the non-breaching party’s right to seek other legal, contractual or equitable remedies, or to claim and recover damages.
- Anti-Corruption and Bribery. Each party shall comply with all applicable anti-corruption laws and regulations, including without limitation the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010. Vendor undertakes and warrants to Pantheon that it, shall not, directly or through third parties, give, promise or attempt to give, or approve or authorize the giving of, anything of value to any person or any entity for the purpose of:
- securing any improper advantage for Pantheon;
- inducing or influencing a public official improperly to take action or refrain from taking action in order for any party hereunder to obtain or retain business, or to secure the direction of business to either party; or
- inducing or influencing a public official to use his/her influence with any government or public international organization for such purpose.
- Publicity. Vendor will not disclose the existence or terms of this Agreement or the business relationship between Pantheon and Vendor to any third party without prior written approval of Pantheon. This restriction includes use of Pantheon’s name, likeness or logo.
- Reports. Vendor agrees that during the term of this Agreement it will keep Pantheon advised as to Vendor’s progress in performing the Services hereunder and that Vendor will, as reasonably requested by Pantheon, prepare written reports and participate in status calls regarding the Services.
- Audit. Vendor agrees that Pantheon shall have the right, from time to time, upon written notice to Vendor, to conduct an investigation, and audit of Vendor’s policies, books, records and accounts as they pertain to Vendor’s performance and compliance herein. Vendor agrees to cooperate fully with such investigation, the method of which shall be at the sole discretion of Pantheon.
- Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof; it contains the entire understanding between the parties, and supersedes and merges all prior discussions between the parties with respect to the subject matter. No prior agreement, negotiations, brochures, arrangements, or understanding pertaining to any such matter shall be effective for any purpose unless expressed herein. The terms of this Agreement will govern all SOWs and Services undertaken by Vendor for Pantheon. In the event of any conflict between this Agreement and any SOW, the SOW shall control, but only with respect to the Services therein.
- Negotiated Agreement. The parties hereby acknowledge that the terms and language of this Agreement were the result of negotiations among the Parties. This Agreement shall not be construed against any party on the grounds that such party drafted this Agreement. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.
- Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement. All signed faxed or emailed copies of the Agreement shall be deemed as valid as originals.
- Change Order. This Agreement, and the provisions and scope of the Services set forth in SOW shall not be changed in any material respect without a mutually agreed upon change order executed by an authorized representative of each party. Unless otherwise agreed to by the parties and set forth in Exhibit B, all additional services set forth in Exhibit B shall be billable as indicated in the change order.
- Survival. Sections 3 through 16 shall survive upon termination of this Agreement.
- PURPOSE. Include an introduction and the marketing or business objectives of the project and brief overview of the scope (1-2 sentences).
- TERM. This SOW shall be effective from SOW Effective Date and will continue until services under this SOW is accepted by Pantheon in writing. [or provide date]
- PROJECT SCOPE. The SOW covers the following services and deliverables (“Services”):
- Include detailed description of scope. Include assumptions to define what is and is not included.
- DELIVERABLES AND SCHEDULE. Vendor will perform the services and provide Pantheon with the following deliverables:
Deliverables | Description | Format | Delivery Date |
[ie. Excel] | < > | ||
[ie. database] | < > |
- Insert
- Insert
- Insert
- Insert
- Any specific requirements of deliverables
- Written progress reports
- Meetings
- Indicate fees
- Indicate payment options
- Indicate payment term
- List expected expenses, or indicate “not applicable” if there are none
- [INSERT SECTION OF AGREEMENT OR SOW FOR CHANGE AND DESCRIBE CHANGE]
UK Employee and Applicant Privacy Policy
Version 1.0
Effective June 29, 2022
DownloadTable of Contents
Pantheon Platform UK, Limited
Employee and Applicant Privacy Policy
Last Updated June __, 2022
This Employee and Applicant Privacy Policy ("Privacy Policy") addresses how Pantheon Systems, Inc. and its affiliates, including Pantheon Platform UK, Limited (“we,” “our,” “Pantheon”) handles information we gather from employees and applicants for a position at Pantheon in the United Kingdom. Questions regarding this statement should be e-mailed to privacy@pantheon.io. This Privacy Policy describes the ways we collect, use and share employee and applicant information.
This Privacy Policy describes the types of personal data we may collect from you when you visit our website, apply for a job or become an employee, as well as the way we use and process that personal information.
Please read this Privacy Policy so that you are aware of how and why we use your personal data. This Privacy Policy may change from time to time, as reflected in the revision date above.
Pantheon is the data controller, as defined under the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”) as adopted by the UK, dictating the processing of your personal data by Pantheon and its various service providers, such as service providers who provide benefits to you if you are an employee.
Information Gathered
Personal information or personal data means any information about an individual from which that person can be identified. It does not include data where the information that identifies a specific individual has benn removed, such as pseudonymized or anonymized data.
We may collect, store, use and transfer different kinds of personal information about you, which information, and the circumstances of its collection, are grouped below:
- Applicant/Employee: We collect certain information automatically from website visitors using cookies and similar technologies, including information from third parties. For more information, see our Cookie Policy at https://pantheon.io/pantheon-cookies.
- Applicant/Employee: We collect, store, and process information that you provide to us when you communicate with us.
- Applicant/Employee: We collect, store, and process information that you provide to us when you apply for a position with Pantheon. Such information may include name, address, email address, telephone number and other contact information, resume or CV, cover letter, previous and/or relevant work experience or other experiences, education, transcript, or other information that the job applicant may provide to us in support of an application and/or recruitment process. We may also obtain information from interviews and phone-screening. We may also collect details about the type of employment the applicant may be looking for, current and/or desired salary and other terms related to compensation and benefits packages, willingness to relocate, or other job preferences; details of how the applicant heard about the job opening; any sensitive and/or demographic information obtained during the application or recruitment process such as gender, age, information about citizenship and/or nationality, medical or health information and/or your racial or ethnic origin; reference information and/or information received from background checks, including criminal background checks, where applicable, as well as information provided by third-parties; and information related to any assessment you may take as part of the interview screening process. This information is retained while you are an employee of Pantheon and is deleted subject to Data Privacy guidelines.
- Employee: We collect, store and process information necessary to enable us to provide your compensation or pay an invoice, including your name, address, government identification number, salary information, and bank account details. If you are an employee, we also collect, store and process information regarding your tax and retirement savings account plan elections.
- Employee: We collect, store and process information necessary for us to provide you with offered benefits, including various insurance programs and other benefits, and may also collect store, and process the following information for any family member or beneficiary listed on your benefits, including benefit selections, medical information, marital status (and, incidentally, sexual orientation), beneficiaries, other covered parties and their age, gender and relationship to you. We also collect, store and process information concerning your job performance and reviews, compensation history within Pantheon, job titles and promotions, dates of employment, training records, leave entitlements, disability-related accommodation requests, updated contact information, use of Pantheon IT systems, employee identification number, photographs, signatures, video images.
Special Categories of Personal Data. We may collect and process Special Categories of Personal Data, which is information that reveals racial or ethnic origin, political opinions, religious or similar beliefs, trade union membership, physical or mental health conditions, sexual life, sexual orientation, biometric or genetic data.
Aggregate Data.We also collect and use certain Aggregate Data, which has been anonymized, such as statistical data regarding race, age and gender, for lawful purposes, such as diversity reporting. As noted above, this type of data is not considered personal information subject to privacy laws and regulations.
Information Use
We only use your personal data when the law allows us to. See Legal Basis for Processing, below.
Recruitment. Pantheon stores and processes information provided by job applicants for the purposes of carrying out application and recruitment processes. Pantheon uses applicant information to assess skills and qualifications against the applicable job opportunity; verify information and conduct reference checks; and comply with applicable laws, regulations, legal processes, or enforceable governmental requests.
Employment: Pantheon stores and processes information provided by an employee for purposes of carrying out the employment relationship, including the provision of benefits and compensation, onboarding, workflow management, talent management and succession planning, monitoring and enforcing compliance with Pantheon policies and procedures, safety and security monitoring, performing internal or external audits, investigating and enforcing disciplinary measures, and addressing legal disputes. We may also ask for consent for special conditions pertaining to Work from Home or other Remote Work arrangements.
Sharing of Information
Pantheon will not copy, distribute, or otherwise share any applicant or employee data except as set out in this Privacy Policy. Pantheon may share applicant or employee data in the following ways, subject to the existence of a legal basis for the sharing and processing of such information:
- Group Companies:From time to time, Pantheon may disclose your personal information to one of our Group Companies for business purposes, including sannouncing corporate developments, sending invitations to Company events, and announcing new benefit and other programs.
- Service providers: From time to time, we may disclose your personal information to organizations that perform services for Pantheon, such as processing job applications, conducting background checks, providing benefits, enabling payment and/or reimbursement, providing consulting services regarding business operations, conducting investigative or providing legal services, and similar services. We will share with these companies only the personal information they need to provide the services. These service providers will be required to agree to use the personal information of applicants, employees solely for the purpose of providing the services, under Pantheon’s instructions, to keep that information secure, and otherwise comply with all applicable data privacy laws and regulations.
- Potential acquirers of Pantheon's business: If the stock or assets of Pantheon, its subsidiaries, its joint ventures or any combination of such are acquired by another entity, some or all of the personal information of applicants, employees may be provided to such a successor. In such a case, the successor will be instructed to handle the personal information in the same manner as provided in this Employee Privacy Policy.
- Law enforcement: We may be required in certain circumstances to disclose personal information in response to a lawful request by public authorities, the courts, law enforcement, or to comply with national security requirements. To the extent allowed by law, we will notify you before or in conjunction with a required disclosure. To the extent allowed y law, we will notify you before disclosure is made, as well as seek to object to or limit the scope of the request
- Consent: We may disclose your personal information to third parties where we have your consent to do so, except as otherwise prohibited by law.
Legal Basis for Processing
We will use your personal information when we are performing contractual obligations, where it is necessary for our legitimate interest and your interests and fundamental rights do not override our interest, or when necessary to comply with a legal obligation.
If we ask you to provide personal information to comply with a legal requirement or to contact you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory (as well as the consequences if you do not provide your personal information).
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 as indicated above.
Security
Pantheon uses appropriate administrative, technical, organizational, and physical security measures to protect applicants’ and employees’ personal information against accidental or unlawful destruction, loss, and alteration, and against unauthorized disclosure and access. We use standard industry practices to protect personal information, including firewalls, SSL encryption, system redundancies, and co-location at a 24/7 secured, controlled environment.
We have procedures in place to address any suspected data breach and will notify you and the applicable regulator of a breach whenever we are legally required to do so.
Data Transfers
Employees’ and applicants’ personal information may be transferred to, and processed in, countries other than the country in which they reside. Whenever we transfer your personal data outside of the UK or EEA, as the case may be, we ensure that a similar degree of protection is afforded to it by having at least one of the following safeguards in place: (i) the country to which we transfer your personal data has been deemed to provide an adequate level of protection for personal data, or (ii) we have in place specific contracts approved for use in the UK and EEA (the Standard Contractual Clauses approved for use by the UK and the European Commission). For more information about how we transfer personal information of applicants and employees, please contact us at privacy@pantheon.io.
You may direct inquiries or complaints concerning Pantheon’s processing of personal information to privacy@panthon.io. Pantheon will respond within the time limits prescribed by applicable law and, if applicable law does not address such time frame, within 30 days.
If you have an unresolved data privacy or data use concern that we have not addressed satisfactorily, please contact the Information Commissions’ Office (ICO), the United Kingdom regulator for data protection issues at www.ico.org.uk. We would, however, appreciate the chance
Accessing and Updating Contact Information
We encourage our applicants and employees to access, update and edit their contact information to keep the information current. Employees can access, correct or update their contact information by communicating with the People Team or using self-serve mechanisms within the tools supplied to employees. Applicants can also update their information by reaching out to the Pantheon recruiter or by using the automated tool labeled “Data Subject Request” located at the bottom of Pantheon’s homepage at www.pantheon.io.
Your Data Protection Rights
You can exercise any one of the following data protection rights as may be available to you under applicable law by contacting us at privacy@pantheon.io. We will acknowledge and respond to your data protection rights requests promptly and in all cases no later than within 30 days unless required sooner under applicable law. You have the following data protection rights:
- You have the right to access, correct, update or request deletion of the personal information we collect about you. Please note that Pantheon may have a legal right or other obligation or a legitimate interest to maintain certain information about you, irrespective of your request for deletion.
- You have the right to object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information.
- If we have collected and processed your personal information with your consent, you can withdraw your consent at any time by contacting the People Team, the Pantheon recruiter you are working with, or by using the Data Subject Request portal at the bottom of Pantheon’s homepage at www.pantheon.io. 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 data conducted in reliance on lawful processing ground other than consent.
- You also have a right to request erasure of some of your personal information from our systems, again by contacting the People Team, your recruiter, or using the portal for Data Subject Requests at the bottom of our homepage. Asking for erasure may not affect the lawfulness of Pantheon’s retention and continued processing of personal information where it has a legal obligation or other legal basis to maintain the data.
- Please refer to Data Privacy Regulations in your particular geographic location for specific rights that may be provided in addition to the general description above.
Importantly, you also have the right to complaint to the data protection authority about our collection and use of your personal information. For more information, please contact the ICO, as noted in the introduction and Statement of Purpose above, or your local data protection authority. Contact details for the data protection authorities in the European Economic Area are available at http://ec.europa.eu/justice/article-29/structure/data-protection-authorities/index.en.htm.
If you with to exercise any of the rights above, please use the “Data Subject Request” portal on the bottom of the first page of Pantheon’s website, contact the People Team or your Pantheon recruiter. You may also send an email to privacy@pantheon.io or mail a request to Legal/Privacy, Pantheon Systems, Inc., 717 California Street, Floor 2, San Francisco, California 94108. You may also call Pantheon at +1-855-927-9387 and ask for the General Counsel.
Receive Notice of Changes
Pantheon reserves the right to change this Employee Privacy Policy from time to time as necessary to reflect changing legal, regulatory or operational requirements. Pantheon will provide notification of the material changes to this Employee Privacy Policy through its website and announcements made to employees during regular Weekly Kick Off meetings and/or by email.
Data Retention
We retain personal information we collect from you where we have an ongoing legitimate business need to do so as part of your application, employment or engagement with us and to comply with applicable legal, tax and accounting requirements.
When we have no ongoing legitimate business need to process your personal information, we will either anonymise it, or, if this is ot possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible. Under no circumstances do we retain data without a legitimate business need for greater than two years, except as may be required by applicable law.
Pantheon Liability
Pantheon understands privacy is an imperative for many people and they seek out those employers that share these values. In accordance with the GDPR principles, Pantheon remains liable for any processing of peraonal data from the UK, EEA and Switzerland by third party agents acting on our behalf where such processing is inconsistent with the GDPR, unless Pantheon was not responsible for the event giving rise to any alleged damage.
Mutual Non-Disclosure Agreement - US
Version 3.0
Effective August 4, 2022
DownloadTable of Contents
- As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is marked or otherwise identified in writing as confidential or proprietary, or that is provided under circumstances indicating that it is confidential or proprietary by Disclosing Party, or that otherwise should reasonably be understood by Receiving Party to be confidential or proprietary to Disclosing Party because of the nature of the information or material itself, which may include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans.
- Subject to Section 3, each Receiving Party agrees that at all times it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Each Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
- The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party.
- Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party as permitted by law, or if required by a valid order of a court or other governmental body with jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such order and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required.
- The Receiving Party will promptly notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.
- Immediately upon completion of the Parties’ authorized use of the Confidential Information, or upon written request of either Party, each Receiving Party will return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof, and certify that such Confidential Information has been deleted and expunged.
- The Receiving Party acknowledges and agrees that the Confidential Information of the Disclosing Party is owned by and shall remain the sole and exclusive property of the Disclosing Party. Each Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.
- Each Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.
- The Parties agree that during the course of communications pursuant to this Agreement, the Parties will not make any unauthorized use or disclosure of any confidential or proprietary information or trade secrets of any other person or entity to whom they owe an obligation of confidentiality with respect to such information, including but not limited to, any current or former employer.
- Except as may be otherwise agreed by both Parties in writing, no warranties of any kind, whether express or implied, are given by the Disclosing Party with respect to any Confidential Information or any use thereof, and the Confidential Information is provided on an “AS IS” basis. DISCLOSING PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
- Each Party’s obligations under this Agreement will survive termination of the discussions or dealings between the Parties related to the Permitted Use and will be binding upon such Party’s heirs, successors, and assigns.
- This Agreement will be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. Any disputes under this Agreement may only be brought in the state courts and the Federal courts located in San Francisco, California, and the Parties hereby consent to the exclusive personal jurisdiction and venue of these courts.
- Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
- If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
- Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.
- The waiver by either Party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
- This Agreement represents the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions relating to the subject matter of this Agreement. This Agreement is entered into without any reliance on any promise or representation, written or oral, other than those expressly contained herein, and may not be modified or amended in any way except by a writing signed by duly authorized officers of the Parties hereto. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile and electronic image signatures shall be equivalent to original signatures.
Pantheon Systems, Inc. (Pantheon) Signature: Name: Title: Date: Address: 717 California StreetSan Francisco, CA 94108 | Company: Signature: Name: Title: Date: Address: |
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Pantheon Heroes NDA
Version 7.0
Effective August 18, 2022
DownloadTable of Contents
- As used herein, the “Confidential Information” of Pantheon will mean any and all technical and non-technical information disclosed by Pantheon to the Receiving Party, which may include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of Pantheon, such as information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans.
- Subject to Section 3, the Receiving Party agrees that at all times it will hold in strict confidence and not disclose to any third party any Confidential Information of Pantheon, except as approved in writing by Pantheon, and will use the Confidential Information of Pantheon for no purpose other than the Permitted Use. Receiving Party will limit access to the Confidential Information of Pantheon to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
- The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of Pantheon if the Receiving Party can demonstrate with competent evidence that such portion of Confidential Information (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by Pantheon; or (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by Pantheon.
- Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of Pantheon as permitted by law, or if required by a valid order of a court or other governmental body with jurisdiction, provided that the Receiving Party provides Pantheon with reasonable prior written notice of such order and makes a reasonable effort to obtain, or to assist Pantheon in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required.
- The Receiving Party will immediately notify Pantheon upon discovery of any loss or unauthorized disclosure of the Confidential Information of Pantheon.
- Immediately upon completion of the Receiving Party’s authorized use of the Confidential Information, or upon written request of Pantheon, the Receiving Party will return to Pantheon or destroy all documents and other tangible materials representing Pantheon’s Confidential Information and all copies thereof, and certify that such Confidential Information has been deleted and expunged.
- The Receiving Party acknowledges and agrees that the Confidential Information of Pantheon is owned by and shall remain the sole and exclusive property of Pantheon. The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of Pantheon, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. If Receiving Party identifies problems or changes or provides ideas, suggestions, or tangible materials to Pantheon (“Feedback”) Pantheon may use that information without obligation to Receiving Party (including without limitation obligations of confidentiality), and Receiving Party hereby irrevocably grants to Pantheon a fully paid, royalty-free, perpetual, worldwide, non-exclusive and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
- The Receiving Party will not reproduce the Confidential Information of Pantheon in any form except as required to accomplish the intent of this Agreement. Any reproduction by the Receiving Party of any Confidential Information of Pantheon will remain the property of Pantheon and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Pantheon.
- The Receiving Party agrees that during the course of communications pursuant to this Agreement, the Receiving Party will not make any unauthorized use or disclosure of any confidential or proprietary information or trade secrets of any other person or entity to whom it owes an obligation of confidentiality with respect to such information, including but not limited to, any current or former employer.
- The Receiving Party’s obligations under this Agreement will survive termination of the discussions or dealings between the Parties related to the Permitted Use and will be binding upon the Receiving Party’s heirs, successors, and assigns.
- This Agreement will be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. Any disputes under this Agreement may only be brought in the state courts and the Federal courts located in San Francisco, California, and the Parties hereby consent to the exclusive personal jurisdiction and venue of these courts.
- The Receiving Party acknowledges that its breach of this Agreement may cause irreparable damage to Pantheon and hereby agrees that the Pantheon will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
- If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
- Receiving Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.
- This Agreement represents the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions relating to the subject matter of this Agreement. This Agreement is entered into without any reliance on any promise or representation, written or oral, other than those expressly contained herein, and may not be modified or amended in any way except by a writing signed by duly authorized officers of the Parties hereto. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile and electronic acceptance processes and electronic signatures shall be equivalent to original signatures.
Pantheon - Vendor Mutual NDA
Version 7.0
Effective July 6, 2023
DownloadTable of Contents
Pantheon - Vendor Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into between the applicable Pantheon entity set forth in the table in Section 12 (“Pantheon”) and _________________________________________________________________ (“Company”) as of ____________________________________ (the “Effective Date”), to protect the confidentiality of certain confidential information of Pantheon or of Company to be disclosed under this Agreement solely for use in connection with discussions regarding a potential business relationship between the Parties (the “Permitted Use”). Pantheon and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
- As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is marked or otherwise identified in writing as confidential or proprietary, or that is provided under circumstances indicating that it is confidential or proprietary by Disclosing Party, or that otherwise should reasonably be understood by Receiving Party to be confidential or proprietary to Disclosing Party because of the nature of the information or material itself, which may include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans.
- Subject to Section 3, each Receiving Party agrees that at all times it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Each Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
- The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party.
- Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party as permitted by law, or if required by a valid order of a court or other governmental body with jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such order and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required.
- The Receiving Party will promptly notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.
- Immediately upon completion of the Parties’ authorized use of the Confidential Information, or upon written request of either Party, each Receiving Party will return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof, and certify that such Confidential Information has been deleted and expunged.
- The Receiving Party acknowledges and agrees that the Confidential Information of the Disclosing Party is owned by and shall remain the sole and exclusive property of the Disclosing Party. Each Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.
- Each Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.
- The Parties agree that during the course of communications pursuant to this Agreement, the Parties will not make any unauthorized use or disclosure of any confidential or proprietary information or trade secrets of any other person or entity to whom they owe an obligation of confidentiality with respect to such information, including but not limited to, any current or former employer.
- Except as may be otherwise agreed by both Parties in writing, no warranties of any kind, whether express or implied, are given by the Disclosing Party with respect to any Confidential Information or any use thereof, and the Confidential Information is provided on an “AS IS” basis. DISCLOSING PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
- Each Party’s obligations under this Agreement will survive termination of the discussions or dealings between the Parties related to the Permitted Use and will be binding upon such Party’s heirs, successors, and assigns.
- This Agreement will be governed by and construed in accordance with the laws of the applicable jurisdiction set forth in the table below, without reference to conflict of laws principles. Any disputes under this Agreement may only be brought in the applicable venue set forth in the table below, and the Parties hereby consent to the exclusive personal jurisdiction and venue of these courts. For clarity, the applicable Pantheon entity, jurisdiction, governing law and venue are determined based on the country in which the Company is located.
Pantheon Entity | Jurisdiction | Governing Law | Venue | Pantheon Address |
Pantheon Platform Canada, Inc. | Canada | Laws of the Province of British Columbia, Canada | Courts located in British Columbia, Canada | 1500 Royal Centre 1055 West Georgia Street PO Box 11117 Vancouver BC V6E 4N7 Canada |
Pantheon Platform India Private Limited | India | Laws of the Republic of India | Courts located in Bangalore, India | Ikeva, 14/2, Rajesh Chambers, Brunton Road, Ashok Nagar, Craig Park Layout, Bengaluru -560 025, Karnataka, India |
Pantheon Systems PH, Inc. | Philippines | Laws of the Republic of the Philippines | Courts located in Manila, Philippines | 24th Floor, BGC Corporate Center, 11th Avenue corner 30th Street, Bonifacio Global City, 1634 Taguig, Metro Manila, Philippines |
Pantheon Platform UK Private Limited | United Kingdom | Laws of England | Courts located in London, England | Suite 1, 3rd Floor, 11-12 St James's Square, London SW1Y 4LB, United Kingdom |
Pantheon Systems, Inc. | United States and all other jurisdictions that are not specified in this table. | Laws of the State of California | Courts located in San Francisco, California | 717 California Street, San Francisco, California 94108 |
In Witness Whereof, the Parties have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date.
Pantheon Signature: Name: Kha Nguyen Title: VP, General Counsel / Director Date: | Company Signature: Name: Title: Date: Address: |
WebOps Services Agreement
Version 1.0
Effective September 29, 2022
DownloadTable of Contents
Supplier Code of Conduct
Version 4.0
Effective August 15, 2022
DownloadTable of Contents
- Any act that may create a dangerous situation for the employee, suppliers and others in any work related setting;
- Insubordination or other disrespectful conduct towards other employees, clients or suppliers;
- Sexual or other unlawful or unwelcome harassment;
- Conduct that could materially and adversely affect Pantheon’s customer relations, operations or business prospects;
- Failure to follow safety rules, regulations or procedures and not reporting any unsafe conditions;
- Violation of Workplace Violence Policy, including making threats, engaging in altercations or violent, abusive or disorderly conduct toward employees, customers or vendors or possessing, using, selling or buying weapons of any kind in work-related settings, during working hours, or while performing work-related functions;
- Violation of Drug and Alcohol Free Workplace Policy, including possession, use, sale or purchase of alcohol, drugs, including marijuana or the misuse of prescription medication in any work-related setting, during working hours, or while performing work related functions;
- Conviction of a crime that reflects unfitness for the job or threatens anyone’s health and safety or property;
- Embezzlement, theft, misuse, destruction or removal of property belonging to Pantheon or others without proper authorization in any work-related setting;
- Falsifying, altering, or making a material omission on employment, contractual, medical, payroll, financial or time keeping records;
- Violation of policy regarding use of the company’s computer, electronic-mail, Internet, phones and voicemail systems;
- Poor performance, unsatisfactory work quality or quantity, sleeping on the job;
- Unexcused, excessive absenteeism or tardiness or without advance notice;
- Violation of conflict of interest rules, including, accepting money, or accepting personal gifts from clients, vendors or suppliers in exchange for services;
- Unauthorized disclosure of Pantheon’s confidential, proprietary and trade secret information with the specific acknowledgment hereto that you will continue to protect such information and assign all rights, title and interest to any intellectual property developed in the course of your work to Pantheon as may be further specified in your supplier agreement with Pantheon; and
- Violation of any of Pantheon’s policies or procedures, including any of the policies described in this Code of Conduct, as revised from time to time.
Privacy Policy
Version 3.0
Legacy Contracts
Version 2.0
Terms of Service (Outdated)
Version 14.0
Effective September 29, 2022
DownloadTable of Contents
The Terms of Service Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of this Web Site and our Service Offerings (as defined below) and is an agreement between Pantheon Systems, Inc. (“Pantheon,” “we,” “us,” or “our”) and you. This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you (a) have read, understand, and agree to be bound by this Agreement; (b) are lawfully able to enter into contracts (e.g., you are not a minor). If you are using the Service Offerings on behalf of an entity, you are agreeing to this Agreement for that entity and representing to Pantheon that you have the authority to bind that entity to this Agreement (in which case “you” and “Subscriber” will refer to that entity, and, together with other users of the Web Site, “Subscribers”), unless that entity has a separate contract in effect with us, in which event the terms of that contract will govern use by the entity. If you do not agree to be bound by this agreement, you may not access or use this Web Site or the Service Offerings.
Your use of, and participation in, certain services offered by Pantheon may be subject to additional terms (“Supplemental Terms”), and such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental service. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such service. This Agreement and any applicable Supplement Terms are referred to herein as the “Agreement.”
This agreement limits the remedies that may be available to you in the event of a dispute.
Please note that this Agreement is subject to change by Pantheon in its sole discretion at any time. When changes are made, Pantheon will make a new copy of this Agreement available at its Web Site. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, and you have created an account with us, we will also either send an e-mail to you at the last e-mail address you provided pursuant to this Agreement or post the updated Agreement on the UI (defined below). Any changes to the Agreement will be effective immediately for new users of the Web Site and/or Service Offerings and will be effective thirty (30) days after posting notice of such changes on the Web Site for existing Subscribers, provided that any material changes shall be effective for Subscribers who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the Web Site or thirty (30) days after dispatch of an e-mail notice of such changes to such Subscribers. Pantheon may require you to provide consent to the updated Agreement in a specified manner before use of the Web Site or the Service Offerings is permitted. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Web Site and the Service Offerings. Otherwise, your continued use of the Web Site and/or the Service Offerings constitutes your acceptance of such change(s).
Capitalized terms used in this Agreement shall have the meaning set forth in Section 17 or as otherwise defined within the Agreement.
1. USE OF THE SERVICE OFFERINGS
Subject to the terms and conditions of this Agreement, Pantheon will provide the Service Offerings that you select, solely for your own use, and not for the use or benefit of any third party (other than as provided under Section 2 (Resale of Subscription Plans). Service Offerings shall include, but not be limited to, any Services Pantheon performs for Subscriber, as well as the offering of any Subscriber Content on the UI.
1.2 Access to Service Offerings. Pantheon will use reasonable efforts to ensure that the Subscription Plans and Software Tools are available twenty-four hours a day, seven days a week. However, there will be occasions when the Subscription Plans, Software Tools, and/or the Web Site will be interrupted for maintenance, upgrades and repairs or due to failure of telecommunications links and equipment. Pantheon will take reasonable steps to minimize such disruption where it is within Pantheon’s reasonable control. You agree that Pantheon will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the UI, the Service Offerings, Subscriber Content or Third Party Content. You are responsible for obtaining, maintaining and ensuring compatibility of any equipment or ancillary services needed to connect to, access the UI or otherwise use the Service Offerings, including without limitation, hardware, software, routers, wireless, networking devices, firewalls, modems, broadband service, and long distance or local telephone service. Pantheon may change, suspend or discontinue the Service Offerings at any time, including the availability of any feature, database, or UI. Pantheon may also impose limits on certain features and services or restrict your access to parts or all of the Service Offerings without notice or liability. Pantheon retains the right to create limits on use and storage in its sole discretion at any time with or without notice.
1.3 Subscribers Registration. Subscriber will be required to register with Pantheon and select a password and Pantheon URL by providing Pantheon with accurate, complete, and updated registration information, including Subscriber’s e-mail address. Failure to do so shall constitute a material breach of this Agreement. Subscriber may not use as a Pantheon URL a name that is subject to any third-party rights without appropriate authorization. Pantheon reserves the right to refuse registration of, or cancel, a Pantheon URL in its discretion. Subscriber is solely responsible for any use of or action taken under Subscriber’s password and accepts full responsibility for all activity conducted through Subscriber’s account and hereby releases Pantheon from any and all liability concerning such activity. Subscriber shall notify Pantheon immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber’s account or password.
1.4 Restrictions. Except as expressly authorized pursuant to this Agreement, including Section 2 (Resale of Subscription Plans), Subscribers and each End User may not and may not permit others to: (a) sell, rent, lease, license, sublicense, or assign the Service Offerings, or any part thereof to others without Pantheon’s prior written permission; (b) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas; (c) transfer the Service Offering, in whole or in part, or any copy thereof to another party, unless you receive written permission from an authorized agent of Pantheon; (d) reverse engineer, decompile, disassemble, or otherwise derive the source code from the Software Tools or Service Offerings, or any part thereof, without Pantheon’s prior written permission; (e) copy, modify or prepare derivative works of the Service Offerings, or any part thereof; (f) provide or permit access to the Service Offerings or any part thereof except for the sole use of End User; (g) copy, distribute or otherwise use the Service Offerings or any part thereof in any manner which competes with or substitutes for Pantheon's distribution of the Service Offerings; (h) use the Service Offerings to send unsolicited e-mails, bulk mail, spam or other materials to users of the UI or any other individual; (i) use the Service Offerings in any libelous, defamatory, abusive, threatening, harassing, hateful, offensive, or manner that otherwise violates this Agreement, any law, or right of any third party, (j) use the Service Offerings in High Risk Activities or Other Prohibited Activities; (k) attempt to breach Pantheon’s security or authentication measures, whether by passive or intrusive techniques; (l) perform or publish any performance or benchmark tests or analyses relating to the Service Offerings, or the use thereof; or (m) cover or obscure any page or part of the Service Offerings via HTML, CSS, scripting, or any other means.
The parties agree to comply with Pantheon’s privacy policy (“Privacy Policy”) set forth at https://www.pantheon.io/privacy, as modified from time to time.
2. RESALE OF SUBSCRIPTION PLANS
2.3 Your Failure to Pay for Clients. Pantheon reserves the right to terminate the Subscription Plans, or any renewal thereof, provided by Pantheon to you or that you resold to a Client, in the event that you fail to pay the applicable fees for such Subscription Plan within ten (10) days after such payment becomes due hereunder.
2.4 Client Violations. You are responsible for your Clients’ use of Subscriber Content and the Subscription Plan. You will ensure that all Clients comply with the Pass Through Terms and that the terms of your Agency Reseller Agreement with each Client are consistent with this Agreement. If you become aware of any violation of the Pass Through Terms by a Client, you will immediately terminate such Client’s access to the Subscription Plan.
2.5 No Warranties. You may not make any representations or warranties regarding the functionality or performance of the Service Offerings that exceed the terms set forth in this Agreement, and you agree to indemnify and hold Pantheon harmless pursuant to the terms of Section 8 for any claims or lawsuits resulting from such action.
2.6 Access to Usernames and Passwords. You agree that you will not disclose user names or passwords to unauthorized users.
2.7 Audit. You will maintain accurate records relating to resales of the Subscription Plans during the Term of this Agreement and for three (3) years after the expiration or termination of this Agreement. Pantheon, or persons designated by Pantheon, will, at any time during such period, be entitled to audit such records during normal business hours and on reasonable prior notice, in order to verify Subscribers’ compliance with the terms of this Section 2.
2.8 Marks. Pantheon hereby grants to you a limited, non-transferable, royalty-free license to use its trademarks and logos (“Marks”) solely in connection with the fulfillment of your resale rights under this Agreement, and at all times subject to Pantheon’s specifications as set forth at https://pantheon.io/pantheon-trademark-standards-use and the terms and conditions of this Agreement. You acknowledge and agree that Pantheon holds all right, title and ownership in and to the Pantheon Marks and the goodwill pertaining thereto.
3. SUPPORT
Pantheon’s description of available support services (“Support”) is made available at https://pantheon.io/docs/getting-support. Your selection of Support to be performed and associated fees will be set forth on the Web Site. Pantheon will make reasonable efforts to provide the Support described in the applicable then-current support description posted on Pantheon’s support web site (each, a “Support Description”). Pantheon may change a Support Description at any time by posting a new Support Description on its support web site. This Agreement only covers Support described in the Support Description. No other support will be provided under this Agreement.
3.2 Technical Assistance. Pantheon will make reasonable efforts to provide customer with the technical assistance described in the applicable Support Description; support does not include on-site assistance. Response targets identified in a Support Description for response times are only targets and are not binding on Pantheon.
4. DATA PROCESSING UNDER GENERAL DATA PROTECTION REGULATION.
4.1 Definitions applicable to this Section 4. The terms "controller", "processor", "data subject", "personal data", "processing" (and "process") and "special categories of personal data" shall have the meanings given in Applicable Data Protection Law.
4.6 Subcontracting. Subscriber consents to Pantheon engaging third party subprocessors to process the personal data for the Permitted Purpose provided that: (i) Pantheon maintains an up-to-date list of its subprocessors and will make that list available to Subscriber upon request or by posting such list to Pantheon’s website; (ii) Pantheon imposes data protection terms on any subprocessor it appoints that require it to protect the personal data to the standard required by Applicable Data Protection Law; and (iii) Pantheon remains liable for any breach of this clause that is caused by an act, error or omission of its subprocessor. Subscriber may object to Pantheon's appointment or replacement of a subprocessor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Pantheon will either not appoint or replace the subprocessor or, if this is not possible, Subscriber may suspend or terminate Agreement (without prejudice to any fees incurred by Subscriber prior to suspension or termination).
4.7 Cooperation and data subjects’ rights. Pantheon shall provide reasonable and timely assistance to Subscriber (at Subscriber’s expense) to enable Subscriber to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, inquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the personal data. In the event that any such request, correspondence, inquiry or complaint is made directly to Pantheon, Pantheon shall promptly inform Subscriber providing full details of the same.
4.8 Data Protection Impact Assessment. Pantheon shall provide reasonable cooperation to Subscriber (at Subscriber's expense) in connection with any data protection impact assessment that Subscriber may be required under Applicable Data Protection Law.
4.10 Deletion or return of Data. Upon termination or expiration of the Agreement, Pantheon shall destroy all personal data in its possession or control according to the provisions for Subscriber Content set forth in Section 10.
5. PROPRIETARY RIGHTS;
5.2 License. Subject to the terms and conditions of this Agreement, Pantheon grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term: (i) access and use the Subscription Plans and Software Tools solely in accordance with this Agreement; and (ii) use the UI solely in connection with your permitted use of the Service Offerings. The Service Offerings may contain open source software components which are licensed under the terms of the applicable open source software licenses and not this Agreement.
5.3 Retention of Rights in Downloaded UI. Subscriber may download or copy the UI, and other items displayed on the UI for download, for personal use only, provided that Subscriber maintains all copyright and other notices contained in such UI. In the event you download Software Tools from the UI, the Software Tools and the UI, including any files, images incorporated in or generated by the Software Tools and the UI, and the data accompanying the Software Tools and the UI is licensed to you by Pantheon or third-party licensors for your personal, noncommercial use, and no title to the Software Tools or the UI shall be transferred to you.