This Addendum (“Addendum”) supplements the Main Subscription Agreement (“Agreement”) in place between Braze, Inc. (“Braze”) and the Customer subject to the EU Data Act and receiving Services thereunder, and forms part of such Agreement. All terms used herein but not defined shall retain the meaning given to them in the Agreement or as defined in the EU Data Act (Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data). In the event of a conflict between this Addendum and the Agreement or any other document related to the subject matter contained herein, this Addendum will control with respect to the subject matter contained herein.
To the extent the processing of data under this Agreement is subject to the provisions of the EU Data Act and Customer desires to exercise its rights under the EU Data Act to switch to another provider or to an on-premise ICT infrastructure (“Switch”), the following terms shall apply:
1. Switching: At any time during a Subscription Term, and for so long as legally required, Customer shall have the right to switch to another provider or to an on-premise ICT infrastructure. In the event Customer exercises its rights to Switch, Customer must:
(a) provide Braze with two (2) months’ written notice prior to Switching (“Notice Period”);
(b) for so long as legally permitted, pay all reasonable and proportionate fees in connection with Switching (the “Switching Fee”); and
(c) pay all fees, including, without limitation, all Subscription Fees, due and owing for the remainder of the Order Form Term.
2. Information.
(a) Braze shall assist Customer in Switching by providing self-service tools and instructions to Customer to enable Customer to Switch. Information on data structures, data formats and exportability of data are set forth in the Documentation.
(b) There are no known risks involved with the continuity in the provision of the Services.
3. Assistance. Customer shall export all of its exportable data prior to the end of the Notice Period.Upon expiry of the Notice Period, Braze will, without undue delay and for a period of up to thirty (30) days, or through the end of the Subscription Term, whichever is earlier (the “Transition Period”):
(a) provide reasonable assistance to Customer to export Customer Data, to the extent Customer is unable to export Customer Data itself;
(b) act with due care to maintain business continuity and continue providing the Services under the Agreement and Order Form;
(c) ensure that a high level of security is maintained in accordance with the technical and organizational measures set forth in the Agreement; and
(d) support Customer’s exit strategy by providing all relevant and legally required information upon request and via the standard support services provided to Customer.
4. Customer Obligations. If Customer chooses to Switch, Customer agrees to:
(a) promptly notify Braze of its decision to either:
(i) switch to a different provider;
(ii) switch to an on-premise solution; or
(iii) request the erasure of its Customer Data;
(b) take all necessary steps and actions to complete Switching within the Transition Period;
(c) immediately notify Braze if Customer wishes to extend the Transition Period, in which case, so long as legally required, Customer shall have a one-time right to extend the Transition Period; provided, however, that the Transition Period shall in no event extend beyond the end of the Subscription Term set forth on the applicable Order Form. If requested by Braze, Customer shall execute an Order Form to cover the extension of the Transition Period.
5. Termination of Agreement. The Agreement shall be considered terminated upon Braze notifying Customer of either:
(a) the expiry of the Transition Period; or
(b) where Customer has notified Braze of its decision to erase its Customer Data pursuant to Section 4(a)(iii), the expiry of the Notice Period.
6. Data Retrieval. Customer shall have 30 days from the expiry of the Transition Period to retrieve and export Customer Data in accordance with the Documentation (the “Retrieval Period”).
7. Erasure. At the termination of the Agreement pursuant to this Addendum and upon expiry of the Retrieval Period, Braze shall delete Customer Data in accordance with the Agreement. Upon request from Customer, Braze will provide a certificate of deletion once Customer Data has been deleted from the Services.
8. No Refunds. In the event that Customer Switches during a Subscription Term, Customer acknowledges and agrees that it is not entitled to any refund of fees already paid to Braze.
9. Extension of Transition Period. Upon receipt of Customer’s notice of the Switch, if Braze determines that it is technically unfeasible to perform the Switch within the Transition Period, Braze shall notify the Customer within 14 business days and indicate an alternative Transition Period, which shall not exceed seven (7) months, and shall not extend beyond the Subscription Term set forth in the applicable Order Form.
10. Bespoke Solutions. The terms of this Addendum only apply with regards to Braze’s standard Services. This Addendum does not apply to any bespoke or custom services not generally available to all its customers or to any non-production or testing versions of the Services. Any additional services that are not in the scope of Services set forth on the Order Form or stated above shall be subject to a separate order form at such prices and on such terms as Braze makes available to its customers generally.
11. International Governmental Access Requests. Braze shall have and maintain appropriate internal policies designed to (i) prevent unauthorized access to Customer Data, (ii) ensure compliance with binding legal requests, and (iii) perform necessary tests under judicial decisions as required.
12. Fair Dealing and Cooperation. The parties acknowledge that this Addendum reflects mutual consideration and negotiations and that the terms and conditions contained herein, including, without limitation, all fees and other commercial terms, are fair and reasonable.Customer confirms that it has no present intention to depart or deviate from the agreed commercial structure set forth on the Order Form, including fees and duration, and both parties agree to act in good faith and to cooperate with the other to give full effect to the commercial intent of this Addendum and the Agreement.
13. Governing Law. This Addendum shall be governed by and construed in accordance with the ‘Governing Law’ section of the Agreement.