SENTINELONE DATA ACT ADDENDUM
This SentinelOne Data Act Addendum (“Addendum”) forms a part of the SentinelOne Master Subscription Agreement (Agreement”) between SentinelOne and Customer. This Addendum incorporates certain additional terms to the Agreement to meet the requirements of the Data Act (as defined below), where applicable. Capitalized terms not defined in this Addendum shall have the meanings ascribed to them in the Agreement (including, as applicable, the Data Protection Addendum (“DPA”)) or, where no meaning has been ascribed to them in the Agreement, the meaning ascribed to them in the Data Act.
1. OVERVIEW AND APPLICABILITY. This Addendum applies only to Customers located in the European Union. It is not applicable with respect to Evaluations and Pre-GA Solutions.
2. DEFINITIONS.
2.1 “Data Act” means Regulation (EU) 2023/2854.
2.2 “Exportable Data” has the meaning given to it in the Data Act.
2.3 “Switching” has the meaning given to it in the Data Act.
3. SWITCHING AND EARLY TERMINATION.
3.1 Information.
3.1.1. The Documentation provides detailed information about Switching, including, but not limited to: (i) an exhaustive specification of categories of Exportable Data, (ii) an exhaustive specification of categories of Exportable Data specific to the internal functioning of SentinelOne’s Solutions that will be exempted from the obligation to export data where there is a risk of breach of SentinelOne’s trade secrets, (iii) information on procedures for Switching and porting, including methods and formats, restrictions and technical limitations, and (iv) a reference to SentinelOne’s online register with data structures and formats, relevant standards and open interoperability specifications for Exportable Data.
3.1.2. No additional switching fees or data egress charges are due for Switching.
3.2. Initiation of Switching. Switching can be initiated no later than ninety (90) days before the termination of the Subscription Term. Customer shall initiate Switching by providing SentinelOne with a thirty (30) days prior written notice indicating (i) the Switching start date, (ii) whether Switching shall relate to all or only parts of Exportable Data and (iii) whether Customer intends to switch to (a) data processing services of a different destination provider or (b) an on-premises ICT infrastructure of Customer (“Switching Notice”). The term for Switching shall not exceed thirty (30) days (“Transitional Period”) and can only be extended upon mutual written agreement between the Parties.
3.3. SentinelOne’s Switching Obligations. During the Transitional Period, SentinelOne shall: (i) provide reasonable assistance to Customer (ii) maintain business continuity and continue to provide the Solutions as agreed under the Agreement, providing clear information concerning any known risks in that respect on the part of SentinelOne and (iii) maintain a high level of security throughout the Switching process, in particular for the security of the Exportable Data during their transfer.
3.4. Customer’s Switching Obligations. During the Transition Period, Customer shall: (i) take all reasonable measures to achieve effective Switching, (ii) take responsibility for the import and implementation of Exportable Data into the target data processing service or on-premises ICT infrastructure, and (iii) contractually bind third parties authorized by Customer, to respect the intellectual property rights of any materials provided in the Switching process by SentinelOne, and to take full responsibility for their acts and omissions.
3.5. Data Retrieval and Erasure. During a period of thirty (30) days after the termination of the Transitional Period (“Retrieval Period”), (i) Customer shall retrieve their Exportable Data and (ii) SentinelOne shall maintain continued security measures in accordance with the Agreement. At the end of the Retrieval Period, SentinelOne shall erase all Customer Data and confirm to Customer that it has done so, except for the Customer Data which SentinelOne is obligated to store under mandatory EU or EU Member States laws.
4. TERMINATION OR EXTENSION OF THE AGREEMENT.
4.1 Terminating Events. The Agreement is terminated upon both: (i) the successful completion of Switching and (ii) the issuance of a related written termination notice from SentinelOne. For the avoidance of doubt, Customer shall not be eligible for any refunds of Subscription Fees paid as a result of such termination.
4.2 Effects of Termination. Upon the termination of the Agreement according to Section 4.1, Customer must pay any outstanding Subscription Fees covering the remainder of the Subscription Term as originally agreed, due and payable upon termination.
5.LIABILITY. Each Party shall remain fully liable to the other for intentional misconduct or gross negligence with respect to their obligations under this Addendum, notwithstanding any limitations in the Agreement.
6. GENERAL TERMS.
6.1 Invalid or Unenforceable Provisions. Should any provision of this Addendum is found to be invalid or unenforceable, the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be amended as necessary to ensure its validity and enforceability while preserving the Parties’ original intent as closely as possible. If amendment is not possible, the provision will be construed as if the invalid or unenforceable part had never been included.
6.2 Amendments. No modification, addition, deletion, or waiver of any rights under this Addendum will be binding on a Party unless made in a written agreement executed by a duly authorized representative of each Party.