Bulk Data Transfer Rules Addendum

This Bulk Data Transfer Rules Addendum (the “Addendum”) is entered between you (“You”) and Coveo and forms part of (i) the agreement governing Your subscription to Coveo Products, or (ii) the agreement governing the partnership between Coveo and You, as applicable (the “Agreement”). If and to the extent any language in this Addendum conflicts with the Agreement, this Addendum shall control with respect to the subject matter hereof.

BY ACCEPTING THIS ADDENDUM, OR BY EXECUTING AN AGREEMENT THAT REFERENCES THIS ADDENDUM, OR BY USING, ACCESSING OR IMPLEMENTING COVEO PRODUCTS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS ADDENDUM.

1. Definitions.
   
1. 1.1 For purposes of this Addendum, the terms “Country of Concern,” “Covered Person”, “Government-related Data,” “Prohibited Transaction,” “Restricted Transaction,” and “U.S. Sensitive Personal Data” shall have the meanings ascribed to them in 28 C.F.R. § 202 (the “Bulk Data Transfer Rules”).
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3. 1.2 “Affiliates” means an entity which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with a party.
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5. 1.3 “Authorized Users” means an individual who is authorized by You (or by Coveo at Your request) to use the Coveo Products. Authorized Users may include, for example, Your Affiliates, employees, consultants, contractors and agents.
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7. 1.4 “Covered Data” collectively refers to Customer Data or Partner Data that is “Government-related Data” or “U.S. Sensitive Personal Data.”
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9. 1.5 “Coveo Products” means the cloud-based solutions and software-as-a-service developed, owned, or licensed by Coveo, including any updates, enhancements, or modifications thereto, that are made available by Coveo to its customers or partners.
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11. 1.6 “Customer Data” means data that is submitted to the Coveo Products by or on behalf of Coveo customers, including information which reflects the use of the Coveo Products by Customer’s end-users.
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13. 1.7 “Partner Data” means any item, data or other material of any type that a Coveo partner uploads or submits to the Coveo Products for indexing, which is used to provide the Coveo partner with relevant search results, as well as the information reflecting the access or use of the Coveo Products by the Authorized Users.
2. Compliance with the Bulk Data Transfer Rules. You represent and warrant that neither You or Your Affiliates are a Country of Concern or a Covered Person. You shall not transfer Covered Data to any Country of Concern or Covered Person or otherwise process Covered Data using the Coveo Products in a way that would constitute a Restricted Transaction or Prohibited Transaction.
   
   
3. Updates to this Addendum. Coveo may modify the terms herein from time to time by posting a revised version on the Coveo website. The modified terms will become effective upon posting.