Common use of Changes to Sub-processors Clause in Contracts

Changes to Sub-processors. (a) In relation to the list of Sub-processors on SailPoint’s website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/legal/sub-processors, SailPoint shall notify and request Customer’s approval of any: (a) new Sub-processor it intends to grant permission; or (b) existing Sub-processor it intends to withdraw permission, in either (a) and (b), to Process Customer Personal Information (“Request”) at least thirty (30) days prior to such grant or withdrawal, as the case may be (such notice period, the “Review Period”). (b) Customer acknowledges and agrees that: (a) it will make every effort to provide SailPoint with its approval of SailPoint's Request within the Review Period (such approval not to be unreasonably withheld); and (b) any objections raised by Customer during the Review Period may only be based on reasonable grounds and only with respect to data protection concerns. (c) The parties agree that: (a) any non-response by the Customer during the Review Period will be taken as the Customer’s approval of that Request where Customer continues to use the Services after the Review Period has lapsed; and (b) any objection by the Customer during the Review Period will result in the parties discussing such concerns in good faith with a view to achieving a mutually beneficial resolution. If SailPoint cannot provide an alternative Sub-processor, or the parties are not otherwise able to achieve a mutually beneficial resolution as provided in (b) above, Customer, as its sole and exclusive remedy, may terminate the Services which cannot be provided by SailPoint without the use of the objected-to new Sub-processor by providing written notice to SailPoint. Upon receipt of such written notice, SailPoint will provide a pro-rata refund for prepaid fees for Services not performed/delivered as of the date of termination to Customer.

Changes to Sub-processors. (a) In relation to the list of Sub-processors on SailPoint’s website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/legal/sub-processors, SailPoint shall notify and request Customer’s approval of any: (a) new Sub-processor it intends to grant permission; or (b) existing Sub-Sub- processor it intends to withdraw permission, in either (a) and (b), to Process Customer Personal Information (“Request”) at least thirty (30) days prior to such grant or withdrawal, as the case may be (such notice period, the “Review Period”). (b) Customer acknowledges and agrees that: (a) it will make every effort to provide SailPoint with its approval of SailPoint's Request within the Review Period (such approval not to be unreasonably withheld); and (b) any objections raised by Customer during the Review Period may only be based on reasonable grounds and only with respect to data protection concerns. (c) The parties agree that: (a) any non-response by the Customer during the Review Period will be taken as the Customer’s approval of that Request where Customer continues to use the Services after the Review Period has lapsed; and (b) any objection by the Customer during the Review Period will result in the parties discussing such concerns in good faith with a view to achieving a mutually beneficial resolution. If SailPoint cannot provide an alternative Sub-processor, or the parties are not otherwise able to achieve a mutually beneficial resolution as provided in (b) above, Customer, as its sole and exclusive remedy, may terminate the Services which cannot be provided by SailPoint without the use of the objected-to new Sub-processor by providing written notice to SailPoint. Upon receipt of such written notice, SailPoint will provide a pro-rata refund for prepaid fees for Services not performed/delivered as of the date of termination to Customer.