End User License Agreement
PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE USING THE SOFTWARE SET FORTH
ON THE ORDER FORM, STATEMENT OF WORK, IAPP REGISTRATION FORM OR ONETRUST COOKIE COMPLIANCE
REGISTRATION FORM ACCOMPANYING THIS EULA (THE “SOFTWARE”). BY DOWNLOADING OR USING THE
SOFTWARE IN ANY MANNER OR SIGNING AN ORDER FORM REFERENCING THIS EULA, YOU (“CUSTOMER” OR “YOU”)
AGREE THAT YOU HAVE READ AND AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY OR ORGANIZATION TO
BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS EULA TO THE EXCLUSION OF ALL OTHER
TERMS. IF A SEPARATE SIGNED WRITTEN AGREEMENT WITH RESPECT TO THE SERVICES EXISTS BETWEEN CUSTOMER
AND ONETRUST (EACH A “PARTY”, COLLECTIVELY, THE “PARTIES”), THE TERMS OF THAT SIGNED WRITTEN
AGREEMENT (EXCLUDING THE PRE-PRINTED TERMS OF ANY PURCHASE ORDER, CONFIRMATION OR SIMILAR
DOCUMENT) SHALL TAKE PRECEDENCE OVER THIS EULA, AND YOU ACKNOWLEDGE THAT CUSTOMER IS BOUND BY
THE TERMS OF THAT SIGNED WRITTEN SERVICES AGREEMENT. IF YOU ENTER INTO THIS EULA ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND
ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT
UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS EULA, YOU HAVE NO RIGHT TO USE THE
SOFTWARE. USE OF THE SOFTWARE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND
CONDITIONS OF THIS EULA.
1. USE OF SOFTWARE AND LICENSE; RESTRICTIONS.
Subject to the terms of this EULA and payment of all applicable fees set forth in the applicable quote or order form
signed by both OneTrust and Customer (“Order Form”), OneTrust grants to Customer and its affiliates a
nonsublicensable, nontransferable, nonexclusive license to use the Software solely in accordance with, and during
the term of, this EULA and solely for Customer’s internal business purposes during the license period specified in the
applicable Order Form. As specified in the Order Form, Customer’s license for use of the Software shall be in one of
the following manners: (a) as part of a OneTrust-hosted offering (software-as-a-service) accessible by Customer via
the internet (“SaaS Offering”), or (b) as part of an on-premise, Customer hosted Software offering (“On-Premise
Offering”). For the SaaS Offering, Customer will not be provided with and shall have no right to any software code.
With respect to the SaaS Offering only, OneTrust will undertake commercially reasonable efforts to make the SaaS
Offering available twenty-four (24) hours a day, seven (7) days a week, but notwithstanding the foregoing, OneTrust
reserves the right to suspend Customer’s access to the SaaS Offering for scheduled or emergency maintenance. With
respect to the On-Premise Offering, only object code will be provided to Customer, Customer has no rights to any
Software source code. Customer may only use the Software subject to the maximum number of users specified in
the Order Form. OneTrust shall at all times retain all title to and ownership of the Software and all copies thereof.
Customer shall not and shall not allow any third party to (a) reproduce or modify the Software, (b) provide, rent, sell,
lease, disclose, use for time sharing or service bureau purposes, or otherwise transfer or distribute the Software or
any part thereof or use it for the benefit of a third party, (c) reverse assemble, reverse compile or reverse engineer
the Software, or otherwise attempt to discover any Software source code or underlying Proprietary Information (as
that term is defined below) (except to the limited extent that applicable law prohibits reverse engineering restrictions),
(d) without the express prior written consent of OneTrust, disclose to any third party the results of any benchmarking
or comparative study or analysis involving the Software, or (e) possess or use the Software, or allow the transfer,
transmission, export, or re-export of the Software or a portion thereof in violation of any export control laws or
regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets
Control, or any other government agency. Customer shall maintain the copyright notice and any other notices that
appear on the Software on any copies (including backup copies) and any media. Customer is responsible for all
activity occurring under Customer’s user accounts (including, without limitation, administrators, employees,
contractors and/or any other third party users) and their compliance with the terms and conditions herein. OneTrust
Copyright © 2016 OneTrust LLC. All rights reserved. Proprietary & Confidential.

is not responsible to Customer for unauthorized access to Customer’s data or the unauthorized use of the Software
to the extent that such access is not due to OneTrust’s breach of its confidentiality or security obligations hereunder.
2. SUPPORT AND UPGRADES.
Support, including basic assistance in connection with your use of the Software such as e-mail and phone assistance
(“Support”), is included in the price of your subscription license. Support can be accessed via support@onetrust.com
or any one of the numbers listed on the OneTrust website. Additionally, OneTrust may, from time to time and in its
sole discretion, issue new releases for the software including, but not limited to, upgrades, new features, patches,
enhancements, or fixes (“Upgrades”) which will be included in the price of your subscription license. With respect to
SaaS Offering, Upgrades will be immediately and automatically available as of the release date. With respect to OnPremise Offering, OneTrust will arrange assistance with Customer to guide and help them implement the Upgrades.
Both Support and Upgrades are included and offered throughout the entire duration of Customer’s license period.
3. FEES AND PAYMENT.
Fees and payments will be invoiced according to the Order Form. All payment obligations are non-cancelable and all
amounts paid are nonrefundable. Customer will be billed in U.S. dollars and subject to U.S. payment terms. If payment
has not occurred within 15 days after the Payment Due Date, a Late Fee will be charged (“Late Fee”) and will amount
to 1.5% of the invoice amount per calendar month (if not invoiced monthly, the invoice amount excluding the
applicable one-time fee for On-Premise deployment, prorated to one calendar month). Customer agrees to provide
OneTrust with complete and accurate billing and contact information. All pricing terms are Confidential Information,
and Customer agrees not to disclose them to any third party.
4. ONETRUST INDEMNITY.
OneTrust shall indemnify, defend, and hold harmless Customer, its affiliates, and their respective officers, directors,
employees, and representatives (each, including Customer, a “Customer Indemnitee”) from and against any and all
losses incurred by the Customer Indemnitee arising out of or relating to any claim by a third party that the Software
uses Third Party Software without authorization, provided Customer provides OneTrust with: (i) prompt written notice
of any claim; (ii) the option to assume sole control over the defense and settlement of any claim; and (iii) reasonable
information and assistance in connection with such defense and settlement. The foregoing obligation of OneTrust
does not apply with respect to the Software or anything else to the extent (a) not created or provided by OneTrust
(including without limitation any data provided by Customer), (b) made in whole or in part in accordance to Customer
specifications, (c) modified after delivery by Customer, (d) combined with other products, processes or materials not
provided by OneTrust (where the alleged liability arises from or relate to such combination), (e) where Customer
continues allegedly infringing activity after being notified thereof or after being informed of modifications that would
have avoided the alleged infringement, or (f) Customer’s use of the Software is not strictly in accordance herewith.
5. CUSTOMER INDEMNITY.
Customer shall indemnify, defend, and hold harmless OneTrust, its affiliates, and their respective officers, directors,
employees, and representatives (each, including OneTrust, a “OneTrust Indemnitee”) from and against any and all
losses incurred by the OneTrust Indemnitee arising out of or relating to (i) Customer’s use of the Software in an
unauthorized manner or a manner not contemplated hereunder, (ii) the actual or alleged infringement of any
proprietary or other rights of a third party in any materials provided by or on behalf of Customer to OneTrust in
connection with this EULA, and (iii) Third party’s use of or reliance on any information generated by the Software.
6. LIMITATION OF COMPLIANCE.
Customer acknowledges that use of OneTrust Software and/or materials does not guarantee compliance with any
applicable laws and regulations in any jurisdiction.

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7. FEEDBACK.
Customer may, at its discretion, provide feedback to OneTrust with respect to its use of the Software (“Feedback”).
Feedback may include, without limitation, errors or difficulties discovered in the Software and the characteristic
conditions and symptoms of the errors and difficulties. Unless specifically agreed in writing, Feedback provided by
Customer shall not create any confidentiality obligation for OneTrust, and OneTrust shall be free to use, disclose,
reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit.
8. SECURITY.
Throughout the license term and at all times in connection with its actual or required performance of the services
hereunder, OneTrust shall:
(a) maintain and enforce an information security program including safety, physical and technical security
policies and procedures with respect to its processing of Customer's Confidential Information that meets
or exceeds industry practice and standards;
(b) provide technical and organizational safeguards against accidental, unlawful or unauthorized access to
or use, destruction, loss, alteration, disclosure, transfer, commingling or processing of such information
that ensure a level of security appropriate to the risks presented by the processing of Customer's
Confidential Information and the nature of such Confidential Information, consistent with best industry
practice and standards;
(c) report to Customer any breach of security or unauthorized access to Customer's Confidential
Information within forty-eight (48) hours after OneTrust detects or becomes aware of it;
(d) use diligent efforts to remedy such breach of security or unauthorized access in a timely manner and,
upon Customer's written request, deliver to Customer a root cause assessment and future incident
mitigation plan with regard to any breach of security or unauthorized access affecting any Confidential
Information of Customer;
9. LIMITED WARRANTY AND DISCLAIMERS.
ONETRUST DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS (EXCLUDING THE
INDEMNIFICATION SPECIFIED IN SECTION 4 ABOVE), MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE SOFTWARE AND ALL ONETRUST SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS. ONETRUST AND ITS
LICENSORS DO NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION OR ANY RESULTS OF USE THEREOF WILL
BE FREE OF DEFECTS, ERRORS OR VIRUSES, RELIABLE OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS OR IN A
PARTICULAR ENVIRONMENT OR THAT ERRORS THEREIN, IF ANY, WILL BE CORRECTED.
10. LIMITATION OF LIABILITY AND DAMAGES.
NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER RELATING TO OR
ARISING OUT OF THIS EULA UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY
AMOUNTS IN EXCESS OF ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000.00 USD) OR THE TOTAL OF
THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO ONETRUST UNDER THIS EULA IN THE YEAR
PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER. FURTHERMORE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, LOSS OF PROFITS, LOSS OR
INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY.
THE LIMITATIONS CONTAINED IN THIS SECTION DO NOT APPLY TO EITHER PARTY’S INDEMNIFICATION, SECURITY,
CONFIDENTIALITY OBLIGATIONS OR LIMITATION OF COMPLIANCE SET FORTH IN THIS EULA.

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11. NONASSIGNABILITY.
Although fully assignable and transferable by OneTrust, neither the rights nor the obligations arising under this EULA
are assignable or transferable by Customer, and any such attempted assignment or transfer shall be void and without
effect.
12. GOVERNMENT USE.
If Customer is part of an agency, department, or other entity of the United States Government (“Government”), the
use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance
with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation
Supplement as applied to military agencies. The Software is a “commercial item,” “commercial computer software”
and “commercial computer software documentation.” In accordance with such provisions, any use of the Software by
the Government shall be governed solely by the terms of this EULA.
13. CONFIDENTIALITY AND PROPRIETARY INFORMATION.
A Party (the “Receiving Party”) may receive Confidential Information of the other Party (the “Disclosing Party”) and the
Receiving Party shall keep such Confidential Information in confidence and protect such Confidential Information by
using the same level of care and discretion that the Receiving Party uses with respect to its own confidential
information, which will be in no case less than reasonable care and discretion. Each party shall not disclose
Confidential Information to any person other than such party’s employees who have a need to know that Confidential
Information. The parties shall not use Confidential Information for any purpose other than as necessary to exercise
rights or fulfill obligations under this EULA. Without limiting the foregoing, either Party may disclose Confidential
Information to a government authority if that disclosure is (i) required by law or (ii) necessary to exercise its rights or
perform its obligations under and in accordance with this EULA. OneTrust may also disclose Confidential Information
to its subcontractors that have a need to know that Confidential Information in order to perform the services. In the
event of a disclosure of Confidential Information by a subcontractor, OneTrust remains responsible for the
confidentiality of the information. As used herein, “Confidential Information” means information that is (i) disclosed
or provided to OneTrust by or on behalf of Customer pursuant to this EULA; or (ii) disclosed or provided to Customer
by or on behalf of OneTrust pursuant to this EULA, including, but not limited to, the Software and any underlying
object and source code and related technical or business information provided by OneTrust (“Proprietary
Information”); provided, however, that Confidential Information shall not include information that (w) is or becomes
a part of the public domain through no act or omission of the Receiving Party; (x) was in the Receiving Party’s lawful
possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from
the Disclosing Party; (y) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
or (z) is independently developed by the Receiving Party. This section shall apply during the term of this EULA, and
for three (3) years after the termination or expiration hereof.
14. EFFECTIVE DATE, CONTROLLING LAW, ATTORNEYS' FEES AND SEVERABILITY.
Except as otherwise stated in the Order Form, this EULA shall become effective only upon date of the EULA or
Customer’s download or first use of the Software, whichever is earlier, and it shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions therein. The
United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded and
will not apply to this EULA. In any action to enforce this EULA, the prevailing party will be entitled to reasonable costs
and attorneys' fees. Each provision of this EULA shall be considered severable such that if any provision or clause
conflicts with any existing or future law or regulation, or is held unenforceable by a Court, the other provisions of this
EULA shall not be affected thereby.
15. ENTIRE EULA; MODIFICATIONS; WAIVERS; COUNTERPARTS.
This EULA, together with any agreement, policy or guideline referenced in this EULA (including without limitation any
signed Order Form agreement between Customer and OneTrust), constitutes the complete and exclusive statement
of all mutual understandings between the Parties with respect to the subject matter hereof and the Software,

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superseding all prior or contemporaneous proposals, communications and understandings, oral or written. To the
extent there is any conflict between this EULA and such mutually executed Order Form, the Order Form shall prevail.
Except as expressly provided herein, any modifications of this EULA must be in writing and signed by both parties.
Waiver by a party of a breach of any provision of this EULA by the other party will not operate as a waiver of any other
or subsequent breach by such breaching party. This EULA may be signed in two counterparts, each of which shall be
deemed an original, with the same force and effectiveness as though executed in a single document.
16. TERMINATION; SUSPENSION.
Either Party may terminate this EULA by giving written notice to the other Party if the other Party breaches a material
obligation under this EULA, including Customer’s failure to pay applicable uncontested fees, that has not been cured
within thirty (30) business days of notice thereof. This EULA will also terminate automatically upon the expiration of
any applicable license period specified in the Order Form or such other license period as have been expressly agreed
to by OneTrust. Upon termination, the license granted hereunder will terminate and (i) Customer shall promptly
destroy any and all documents, notes and other materials regarding the Software (including any physical copies made
thereof), and an officer of Customer shall certify the same to OneTrust upon OneTrust’ request and (ii) OneTrust shall
promptly destroy any and all Customer Proprietary Information (including any physical copies made thereof), and an
officer of OneTrust shall certify the same to Customer on Customer’s request; otherwise, the terms of this EULA will
remain in effect. Without limiting the foregoing, OneTrust may suspend or limit Customer’s access to or use of the
Software if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Software results
in (or is reasonably likely to result in) damage to or material degradation of the Software which interferes with
OneTrust’s ability to provide access to the Software to other customers; provided that OneTrust will end such
suspension when Customer cures the foregoing.
17. DATA PROCESSING.
OneTrust is self-certified under the EU-U.S. Privacy Shield Framework. Data about an identified or identifiable
individual received by OneTrust in the United States from the European Economic Area will be given the same level
of privacy protection as provided for in the Privacy Shield Principles and Supplemental Principles. By accepting this
EULA, Customer acknowledges and agrees that Customer Data may be transferred to, stored or processed in the
United States, where OneTrust servers are located and OneTrust’s central database is operated.
If you are using the Software or documentation outside the U.S.A., then the following shall apply: (a) You confirm that
this EULA and all related documentation is and will be in the English language; (b) you are responsible for complying
with any local laws in your jurisdiction which might impact your right to import, export or use the Software and
documentation, and you represent that you have complied with any regulations or registration procedures required
by applicable law to make this license enforceable.
18. THIRD PARTY SOFTWARE.
You acknowledge that the Software may contain copyrighted software of OneTrust's suppliers which are obtained
under a license from such suppliers ("Third Party Software"). All third party licensors and suppliers retain all right,
title and interest in and to such Third Party Software and all copies thereof, including all copyright and other
intellectual property rights. Your use of any Third Party Software shall be subject to, and you shall comply with, the
terms and conditions of this EULA, and the applicable restrictions and other terms and conditions set forth in any
Third Party Software documentation or printed materials provided to the Customer, including without limitation an
end user license agreement.
19. BASIS OF BARGAIN.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY
LIMITATIONS IN THIS EULA ARE MATERIAL, BARGAINED FOR BASES OF THIS EULA AND THAT THEY HAVE BEEN TAKEN
INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS
EULA AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS EULA.

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20. AUDIT RIGHTS.
OneTrust reserves the right to authorize a representative of OneTrust to audit Customer’s records relating to the
Software and use thereof. Upon prior written notice, Customer shall provide reasonable access to such records
during normal business hours or perform such actions reasonably requested by OneTrust to exercise their rights in
this section.

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