DocuSign Envelope ID: 756DF6DC-A0C3-47B0-AA6D-AAC5E28B720E

Data Processing Addendum
This Data Processing Addendum (“DPA”) forms a part of the Agreement (defined below) between ThoughtSpot and thecompany set forth in the signature block below (“Customer”), and is made as of the effective date set forth in the signature
block below (“Effective Date”). All capitalized terms not otherwise defined herein will have the meaning given to them in
the Agreement. Any inconsistency between the terms of this DPA and the Agreement will be resolved in favor of this DPA
with respect to the subject matter herein.
If the parties entered into a data processing or data privacy addendum or similar agreement before the Effective Date (“Prior
DPA”), the parties acknowledge and agree that this DPA will supersede and replace the Prior DPA as of the Effective Date.
This DPA incorporates by this reference the numbered sections below in Part 1 (General Data Protection Obligations) and,to the extent applicable, the numbered sections in Part 2 (EU Data Protection Law). Part 2 of this DPA (EU Data ProtectionLaw) will only apply to Customer Personal Data within the scope of this DPA that is subject to EU Data Protection Law(defined below) and will apply in addition to (and not in substitution for) Part 1 of this DPA.
Addendum

If the Customer entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms
part of the Agreement. In such case, the ThoughtSpot entity that is party to the Agreement is party to this
DPA.
If the Customer entity signing this DPA executed an Order Form with ThoughtSpot pursuant to theAgreement, but is not itself a party to the Agreement, this DPA is an addendum to that Order Form andapplicable renewal Order Forms, and the ThoughtSpot entity that is party to such Order Form is party tothis DPA.
If the Customer entity signing this DPA is neither a party to an Order Form nor the Agreement, this DPA is
not valid and is not legally binding. Such entity should request that the Customer entity who is a party to
the Agreement executes this DPA.
This DPA will not replace any comparable or additional rights relating to Processing of Customer Data
contained in Customer's Agreement (including any existing data processing addendum to the Agreement).
CUSTOMERTHOUGHTSPOTEACH ACTING UNDER DUE AND PROPER AUTHORITY, THE PARTIES EXECUTE THIS DPA AS OF THE EFFECTIVE DATE.

Customer:ThoughtSpot, Inc.
(include entity type, e.g., Inc., Ltd., etc.)

By:

By:

Name:

Name: Matthew Kelly

Title:

Title: General Counsel

Effective Date:
THOUGHTSPOT EMEA LTD.

Signature Date:
THOUGHTSPOT INDIA PRIVATE LIMITED

By:

By:

Name: Matthew Kelly

Name: Matthew Kelly

Title: Director

Title: Director

Signature Date:

DPA 2020.11.06

November 14, 2020 | 12:08 PST

November 14, 2020 | 12:08 PST

Signature Date:

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PART 1 – GENERAL DATA PROTECTION OBLIGATIONS
1. Definitions.
1.1.

“Affiliate” means, with respect to a party, any legal entity (such as a corporation, partnership, or other legal entity)that controls, is controlled by, or is under common control with such party. For purposes of this definition, “control”
means the legal power to direct or cause direction of the general management of the corporation, partnership, orother legal entity. Affiliates of Customer are “Customer Affiliates” and Affiliates of ThoughtSpot are “ThoughtSpot
Affiliates.”

1.2.

“Agreement” means the Order Form or other signed ordering document, as applicable, between ThoughtSpot andCustomer and the referenced subscription or license agreement.

1.3.

“Consulting Services” means user assistance, consulting, and training services provided by ThoughtSpot.

1.4.

“Customer Data” will have the meaning set forth in the Agreement.

1.5.

“Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointlywith others, determines the purposes and means of Processing of Personal Data.

1.6.

“Data Processor” means the natural or legal person, public authority, agency or other body which Processes
Personal Data on behalf of the Customer.

1.7.

“Data Protection Law” means all applicable data protection and privacy laws regulating the Processing of Personal
Data, including where applicable, EU Data Protection Law.

1.8.

“Data Subject” means an identified or identifiable natural person.

1.9.

“EU Data Protection Law” means Regulation 2016/679 of the European Parliament and of the Council on theprotection of natural persons with regard to the processing of Personal Data and on the free movement of such data
(General Data Protection Regulation) ("GDPR"), and repealing Directive 95/46/EC.

1.10. “Instructions” means Customer’s documented data Processing instructions issued to ThoughtSpot in compliancewith this DPA.
1.11. “Model Clauses” will have the meaning set forth in Section 11.1 herein.
1.12. “Order Form” means an ordering document or similar agreement signed by the authorized representatives of
Customer and ThoughtSpot that specifies: (a) subscriptions or licenses purchased, their prices, and their term of use;and (b) the scope and price of Consulting Services purchased (if any).
1.13. “Personal Data” means any information relating to a Data Subject uploaded to the Product as Customer Data by or
for Customer or Customer’s agents, employees, or contractors.
1.14. “Process” or “Processing” means any operation or set of operations which is performed upon Personal Data,
whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation oralteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available,alignment or combination, restriction, erasure or destruction.
1.15. “Product” means the ThoughtSpot search analytics software application, either accessed as a software-as-a-service
offering via web access or as a downloaded application, as made available by ThoughtSpot to customer under an
Order Form.
1.16. “Sub-Processor” means any legal person or entity engaged in the Processing of Personal Data by ThoughtSpot.
1.17. “Subscription Term” means the term of authorized access to, or use of, the Product as set forth in the Order Form.
2. Scope of the Processing.
2.1.

Commissioned Processor. As between ThoughtSpot and Customer, Customer is either the Data Controller of
Personal Data, or in the case that Customer is acting on behalf of a third-party Data Controller, then a Data Processor,
and ThoughtSpot shall process Personal Data only as a Data Processor acting on behalf of Customer.

2.2.

Instructions. The Agreement constitutes Customer’s Instructions to ThoughtSpot for Processing of Personal Data.
Customer may issue additional or alternate Instructions provided that such Instructions are: (a) consistent with the
purpose and the scope of the Agreement; and (b) confirmed in writing by Customer. Customer is responsible for
ensuring its Instructions to ThoughtSpot comply with Data Protection Laws. If Customer is itself a Processor acting
on behalf of a third-party Controller, Customer warrants to ThoughtSpot that Customer's Instructions and actions withrespect to that Customer Personal Data, including its appointment of ThoughtSpot as another Processor, have beenauthorized by the relevant Controller.

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2.3.

Nature, Scope, and Purpose of the Processing. ThoughtSpot shall only Process Personal Data in accordance with
Customer’s Instructions and to the extent necessary for providing the Product and any Consulting Services, each as
described in the Agreement. Customer acknowledges that all Personal Data it instructs ThoughtSpot to Process forthe purpose of providing the Consulting Services must be limited to the Customer Data Processed within the Product.

2.4.

Categories of Personal Data and Categories of Data Subjects. Customer may submit Personal Data to the Productas Customer Data, the extent of which is determined and controlled by Customer in its sole discretion.

3. Customer.
3.1.

Compliance with Data Protection Laws. Customer shall comply with all of its obligations under Data Protection
Laws when Processing Personal Data.

3.2.

Customer’s Affiliates. The obligations of ThoughtSpot set forth herein will extend to Customer’s Affiliates to which
Customer provides access to the Product or whose Personal Data is Processed within the Product, subject to thefollowing conditions:3.2.1. Compliance. Customer shall at all times be liable for its Affiliates’ compliance with this DPA and all acts andomissions by a Customer Affiliate are considered acts and omissions of Customer;
3.2.2. Claims. Customer’s Affiliates will not bring a claim directly against ThoughtSpot. In the event a Customer
Affiliate wishes to assert a valid legal action, suit, claim or proceeding against ThoughtSpot (a “Customer
Affiliate Claim”): (a) Customer must bring such Customer Affiliate Claim directly against ThoughtSpot on behalfof such Customer Affiliate, unless Data Protection Laws require that Customer Affiliate be party to such
Customer Affiliate Claim; and (b) all Customer Affiliate Claims will be considered claims made by Customer
and are at all times subject to any aggregate limitation of liability set forth in the Agreement; and3.2.3. Customer Affiliate Ordering. If a Customer Affiliate purchased a separate subscription or license fromThoughtSpot under the terms of the Agreement between ThoughtSpot and Customer, then such Customer
Affiliate will be deemed a party to this DPA and shall be treated as Customer under the terms of this DPA.

3.3.

Communication. Unless otherwise provided in this DPA, all requests, notices, cooperation, and communication,
including Instructions issued or required under this DPA (collectively, “Communication”), must be in writing andbetween Customer and ThoughtSpot only and Customer shall inform the applicable Customer Affiliate of any
Communication from ThoughtSpot pursuant to this DPA. Customer shall be solely responsible for ensuring that any
Communications (including Instructions) it provides to ThoughtSpot relating to Personal Data for which a Customer
Affiliate is Controller reflect the relevant Customer Affiliate’s intentions.

4. ThoughtSpot.
4.1.

Customer’s Instructions. ThoughtSpot will have no liability for any harm or damages resulting from ThoughtSpot’scompliance with Instructions received from Customer. Where ThoughtSpot believes that compliance with Customer’s
Instructions could result in a violation of Data Protection Laws or is not in the ordinary course of ThoughtSpot’s
obligations in operating the Product or delivering Consulting Services, ThoughtSpot shall promptly notify Customer
thereof. Customer acknowledges that ThoughtSpot is reliant on Customer’s representations regarding the extent towhich Customer is entitled to Process Personal Data.

4.2.

ThoughtSpot Personnel. Access to Personal Data by ThoughtSpot will be limited to personnel who require suchaccess to perform ThoughtSpot’s obligations under the Agreement and who are bound by obligations to maintain theconfidentiality of such Personal Data at least as protective as those set forth herein and in the Agreement.

4.3.

Requests from Authorities. In the case of a notice, audit, inquiry or investigation by a government body, dataprotection authority or law enforcement agency regarding the Processing of Personal Data, ThoughtSpot shallpromptly notify Customer unless prohibited by applicable law. Customer shall keep records of the Personal Data
Processed by ThoughtSpot, and shall cooperate and provide all necessary information to ThoughtSpot in the event
ThoughtSpot is required to produce such information to a data protection authority.

5. Security.
5.1.

Data Security Measures. ThoughtSpot shall maintain appropriate technical and organizational safeguards designed
to protect the security, confidentiality and integrity of Customer Data, including any Personal Data contained therein.
Customer acknowledges that ThoughtSpot’s data security measures are subject to technical progress anddevelopment and that ThoughtSpot may update or modify the security measures from time to time provided that such
updates and modifications do not result in a material reduction in the commitments, protections or overall level ofservice provided to Customer.

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5.2.

Data Protection Contact. ThoughtSpot and its Sub-Processor Affiliates (defined below) will respond to dataprotection inquiries throughout the duration of this DPA and can be contacted at privacy@thoughtspot.com.

5.3.

Customer Responsibilities. Customer is responsible for its use of the Product, including making appropriate use of
the Product to ensure a level of security appropriate to the risk in respect of the Customer Data, securing its accountand user credentials, managing its data back-up strategies, and protecting the security of Customer Data when intransit to and from the Product and taking any appropriate steps to pseudonymize, securely encrypt, or backup any
Customer Data.

6. Customer Monitoring Rights.
6.1.

Audit. No more than once per year and upon written request by Customer, Customer will have the right directly or
through its representative(s) (provided however, that such representative(s) shall enter into written obligations ofconfidentiality and non-disclosure directly with ThoughtSpot), to access all reasonable and industry recognizeddocumentation evidencing ThoughtSpot’s policies and procedures governing the security of Customer Data (“Audit”).
ThoughtSpot reserves the right to refuse to provide Customer (or its representatives) with any information which would
pose a security risk to ThoughtSpot or its customers, or which ThoughtSpot is prohibited to provide or disclose underapplicable law or contractual obligation. Any expenses incurred by Customer in connection with the Audit will be borne
exclusively by Customer.

6.2.

Output. Upon completion of the Audit, ThoughtSpot and Customer may schedule a mutually convenient time to
discuss the output of the Audit. ThoughtSpot may in its sole discretion, consistent with industry and ThoughtSpot’s
standards and practices, make commercially reasonable efforts to implement Customer’s suggested improvements
noted in the Audit to improve ThoughtSpot’s security. The Audit and the results derived therefrom are Confidential
Information of ThoughtSpot.

7. International Data Transfers.
7.1.

Data Transfer. ThoughtSpot may Process Customer Data anywhere in the world where ThoughtSpot or its Affiliates
maintain data processing operations in connection with provision of the Product (including technical support) or
Consulting Services. ThoughtSpot will at all times provide appropriate safeguards for the Customer Data wherever itis processed.

8. General Obligations.
8.1.

Confidentiality. Customer may only disclose the terms of this DPA to a supervisory authority to the extent requiredby Data Protection Law, provided however, that any such disclosure shall be limited to the minimum informationnecessary to satisfy such disclosure requirement. Customer shall use commercially reasonable efforts to ensure thatdata protection or regulatory authorities do not make this DPA public.

8.2.

Limitation of Liability. Customer’s remedies with respect to any breach by ThoughtSpot of the terms of this DPA will
be subject to any aggregate limitation of liability under the Agreement. If ThoughtSpot, Inc., ThoughtSpot EMEA Ltd.
and ThoughtSpot India Private Limited are not a party to the Agreement, the section of the Agreement titled”Limitations of Liability” (or equivalent) will apply to ThoughtSpot, Inc., ThoughtSpot EMEA Ltd. and ThoughtSpot
India Private Limited, and in such respect any references to ThoughtSpot will include ThoughtSpot, Inc., ThoughtSpot
EMEA Ltd., ThoughtSpot India Private Limited and the ThoughtSpot entity who is party to the Agreement. Customer
further agrees that any regulatory penalties assessed against ThoughtSpot in relation to Personal Data that arise asa result of, or in connection with, Customer’s failure to comply with its obligations under this DPA or any applicable
Data Protection Laws will count toward and reduce ThoughtSpot’s liability under the Agreement as if it were liability
to the Customer under the Agreement.

8.3.

Termination. This DPA will terminate simultaneously and automatically with the termination of the Agreement or
expiration of the Subscription Term (or License Term, per the Order Form) where Customer does not renew.

8.4.

Waivers and Modifications. A waiver of any right is only effective if it is in writing and only against the party who
signed such writing and for the circumstances given. Any modification of this DPA must be in writing and signed byauthorized representatives of both parties.

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PART 2 – EU DATA PROTECTION LAW
9. Customer.
9.1.

Compliance with EU Data Protection Law. Customer shall comply with all of its obligations under EU Data
Protection Law when Processing Personal Data.

9.2.

Security Risk Assessment. Customer agrees that in accordance with EU Data Protection Law and before submitting
any Personal Data to the Product, Customer will perform an appropriate risk assessment to determine whether the
security measures within the Product provide an adequate level of security, taking into account the nature, scope,
context and purposes of the processing, the risks associated with the Personal Data and the applicable Data
Protection Laws. ThoughtSpot shall provide Customer reasonable assistance by providing Customer with information
requested by Customer to conduct Customer’s security risk assessment. Customer is solely responsible fordetermining the adequacy of the security measures within the Product in relation to the Personal Data Processed.
Customer may influence the scope and the manner of Processing of its Personal Data by its own implementation,
configuration and use of the Product, including third-party integrations and any other products or services offered byThoughtSpot.

9.3.

Requests from Data Subjects. Customer is solely responsible for fulfilling any requests from Data Subjects
regarding access, correction, rectification, erasure, or to transfer or port such Personal Data, within the Product, as
may be required under EU Data Protection Law.

10. ThoughtSpot.
10.1. Data Protection Impact Assessments (DPIA). ThoughtSpot will, on request, provide Customer with reasonable
information required for Customer to carry out a data protection impact assessment for Processing of Personal Data
within the Product.
10.2. Prior Consultation. ThoughtSpot shall provide reasonable assistance upon Customer’s request and at Customer’s
expense, in connection with any prior consultation Customer is required to undertake with a supervisory authority
under Data Protection Laws with respect to Processing of Personal Data in the Product.
10.3. ThoughtSpot Assistance. ThoughtSpot will assist Customer in ensuring compliance with Customer’s obligations
pursuant to Articles 32 to 36 of the GDPR taking into account the nature of Processing by providing Customer withreasonable information requested pursuant to the terms of this DPA, including information required to conduct
Customer’s security risk assessment. For clarity, Customer is solely responsible for carrying out its obligations under
GDPR and this DPA. ThoughtSpot shall not undertake any task that can be performed by Customer.
11. International Data Transfers.
11.1. Standard Contractual Clauses. Customer and ThoughtSpot agree that Customer and relevant Sub-Processor
Affiliates will execute the Standard Contractual Clauses attached hereto as Attachment 1 (“Model Clauses”) for thetransfer of Personal Data from the European Economic Area (“EEA”). The parties agree that the Model Clauses andthe terms in this Section 11.1 will only apply to the Processing of Personal Data by Affiliate Sub-Processors(collectively, the “Data Importer”) in the course of providing the Product and Consulting Services as clarified herein
below. The Model Clauses as clarified by this Section 11 apply to: (a) the Customer entity that has executed theModel Clauses as a data exporter if Customer is established within the EEA or Switzerland, or the Customer Affiliatethat has executed the Model Clauses as a data exporter if such Customer Affiliate is established within the EEA or
Switzerland; and (b) all other Affiliates of Customer established within the EEA or Switzerland that have eitherpurchased the Product or have authorized access to the Product (each entity qualifying under subsections (a) and(b), a “Data Exporter”).
11.2. Clause 5(a). In accordance with Section 2.2 (Instructions) of this DPA, Data Importer shall Process Personal Data on
Data Exporter’s behalf and only in accordance with Data Exporter’s Instructions. The parties agree that Data
Exporter’s complete Instructions are set forth in the Agreement.
11.3. Clause 5(f) and Clause 12(2). Data Exporter may exercise its monitoring rights set forth in Section 6 (Customer
Monitoring Rights) of this DPA.
11.4. Clause 5(h); Clause 5(j); and Clause 11(1). Data Exporter authorizes Data Importer to engage Sub-Processors
appointed in accordance with Section 13 (Sub-Processors) to support the provision of the Product and to deliver
Consulting Services as described in the Agreement.
11.5. Communication Under the Model Clauses. The parties agree that all notices, requests, monitoring rights required
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under the Model Clauses must be provided, as applicable, to the Customer and the ThoughtSpot entity that are parties
to the Agreement. Customer shall at all times be responsible for the Data Exporter’s compliance with the Model
Clauses.
11.6. Enforcement. Data Exporter(s) may enforce the terms of this DPA against Data Importer, provided however, that theCustomer must bring any valid legal action, suit, claim or proceedings which that Data Exporter would otherwise have
if it were a party to this DPA (each a “Data Exporter Claim”) directly against Data Importer on behalf of such Data
Exporter, unless the applicable EU Data Protection Law to which the relevant Data Exporter is subject requires thatthe Data Exporter itself bring or be a party to such Data Exporter Claim. Any Model Clauses executed by Data Importerand Data Exporter will only be enforceable against Data Importer as integrated with this DPA and will form the entire
agreement with regard to the Processing of Personal Data of such Data Exporter. Any such Data Exporter Claim willat all times be subject to any aggregate limitation of liability that applies to the Customer under the Agreement. The
existence of more than one claim will not enlarge this limit.
11.7. Model Clauses with New Sub-Processors. Where required under EU Data Protection Law, ThoughtSpot or
ThoughtSpot’s Affiliates shall require Sub-Processors to abide by: (a) the Standard Contractual Clauses for Data
Processors established in third countries; or (b) another lawful mechanism for the transfer of Personal Data as
approved by the European Commission.
12. Breach Notification.
12.1. Notification. ThoughtSpot will report to Customer any breach of security leading to the accidental or unlawfuldestruction, loss, alteration, unauthorized disclosure of or access to Customer Data (“Breach”) that it becomes awareof without undue delay following determination by ThoughtSpot that a Breach has occurred. ThoughtSpot’s notificationof or response to a Breach will not be construed as an acknowledgement by ThoughtSpot of any fault or liability withrespect to such Breach.
12.2. Report. The initial report will be made to Customer’s security or privacy contact(s) designated in ThoughtSpot’s
customer support portal (or if no such contact(s) are designated, to the primary contact designated by Customer). As
information is collected or otherwise becomes available, ThoughtSpot shall provide without undue delay any further
information regarding the nature and consequences of the Breach to allow Customer to notify relevant parties,
including affected Data Subjects, government agencies and data protection authorities in accordance with EU Data
Protection Law. The report will include the name and contact information of the ThoughtSpot contact from whom
additional information may be obtained. ThoughtSpot shall inform Customer of the measures that it will adopt tomitigate the cause of the Breach and to prevent future Breaches.
12.3. Customer Obligations. Customer will cooperate with ThoughtSpot in maintaining accurate contact information in thecustomer support portal and by providing any information that is reasonably requested to resolve any security incident,
including any Breaches, identify its root cause(s) and prevent a recurrence. Customer is solely responsible fordetermining whether to notify the relevant supervisory authorities and impacted Data Subjects and for providing such
notice.
13. Sub-Processors.
13.1. Use of Sub-Processors. Customer authorizes ThoughtSpot to engage Sub-Processors appointed in accordancewith this Section 13 to support the provision of the Product and to deliver Consulting Services as described in theAgreement.
13.2. ThoughtSpot Affiliates. As of the Effective Date, ThoughtSpot engages, as applicable, the following ThoughtSpot
Affiliates as Sub-Processors: ThoughtSpot, Inc. (USA); ThoughtSpot India Private Limited (India); and ThoughtSpot
EMEA Ltd. (United Kingdom) (collectively, “Affiliate Sub-Processors”). ThoughtSpot will notify Customer of changes
regarding such Affiliate Sub-Processors through ThoughtSpot’s customer support portal (or other mechanism used
to notify its general customer base). Each Affiliate Sub-Processors shall comply with the obligations of the Agreementin the Processing of the Personal Data.
13.3. New Sub-Processors. Prior to ThoughtSpot or Affiliate Sub-Processor engaging a Sub-Processor, ThoughtSpot
shall: (a) notify Customer by email to Customer’s designated contact(s) or by notification within the customer support
portal (or other mechanism used to notify its customer base); and (b) ensure that such Sub-Processor has enteredinto a written agreement with ThoughtSpot (or the relevant ThoughtSpot Affiliate) requiring that the Sub-Processor
abide by terms no less protective than those provided in this DPA. Upon written request by Customer, ThoughtSpot
shall make a summary of the data processing terms available to Customer. Customer may request in writing
reasonable additional information with respect to Sub-Processor’s ability to perform the relevant Processing activities
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in accordance with this DPA.
13.4. Right to Object. Provided Customer’s objection is based upon reasonable grounds relating to data protection,
Customer may object to ThoughtSpot’s proposed use of a new Sub-Processor by notifying ThoughtSpot within ten(10) days after receipt of ThoughtSpot’s notice if Customer reasonably determines that such Sub-Processor is unable
to Process Personal Data in accordance with the terms of this DPA (“Controller Objection Notice”). ThoughtSpot
shall notify Customer within thirty (30) days from receipt of the Controller Objection Notice if ThoughtSpot intends toprovide the applicable Consulting Service or Product with the use of the Sub-Processor at issue, and Customer may
terminate the applicable Order Form(s) with respect to the Consulting Service or Product that require use of the SubProcessor at issue upon written notice to ThoughtSpot within forty-five (45) days of the date of Controller Objection
Notice and, as Customer’s sole and exclusive remedy, ThoughtSpot will refund to Customer any unused prepaid fees.
13.5. Liability. Use of a Sub-Processor will not relieve, waive or diminish any obligation ThoughtSpot has under the
Agreement, and ThoughtSpot is liable for the acts and omissions of any Sub-Processor to the same extent as if theacts or omissions were performed by ThoughtSpot.

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ATTACHMENT 1
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third
countries which do not ensure an adequate level of data protection.
Name of data exporting organisation:
Address:
Telephone:
Fax:
Email:
Other information needed to identify the organisation:************************************(the data exporter)And
Name of data importing organisation:
Address:
Telephone:
Fax:
Email:
Other information needed to identify the organisation:
Name of data importing organisation:
Address:
Telephone:
Fax:
Email:
Other information needed to identify the organisation:
Name of data importing organisation:

Address:
Telephone:
Fax:
Email:
Other information needed to identify the organisation:

ThoughtSpot, Inc.
910 Hermosa Court
Sunnyvale, CA 94085, USA(800) 508-7008(800) 508-7844
privacy@thoughtspot.com
Not applicableThoughtSpot EMEA Ltd.
1st Floor North, 1 Angel Court,
London, EC2R 7HJ, England(800) 508-7008(800) 508-7844
privacy@thoughtspot.com
Not applicableThoughtSpot India Private Limited
Indiqube – Orion (Building), 3rd Floor
24th Main Road, Garden Layout
2nd Sector, HSR Layout, Haralukunte Village
Bejur Hobli, Bangalore South Taluk
Bangalore, 560102, India(800) 508-7008(800) 508-7844
privacy@thoughtspot.com
Not applicable************************************(the data importer)
Each a “party”; together “the parties”,

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HAVE AGREED on the following Contractual Cluses (the Clauses) in order to adduce adequate safeguards with respect
to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to thedata importer of the personal data specified in Appendix 1.
Clause 1
Definitions
For the purposes of the Clauses:(a)‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of
the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data andon the free movement of such data;(b)‘the data exporter’ means the controller who transfers the personal data;(c)‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended forprocessing on its behalf after the transfer in accordance with its instructions and the terms of the Clauses and who
is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive
95/46/EC;(d)‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data
importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal
data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer
in accordance with its instructions, the terms of the Clauses and the terms of the written subcontract;(e)‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms ofindividuals and, in particular, their right to privacy with respect to the processing of personal data applicable to adata controller in the Member State in which the data exporter is established;(f)‘technical and organisational security measures’ means those measures aimed at protecting personal data against
accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particularwhere the processing involves the transmission of data over a network, and against all other unlawful forms ofprocessing.
Clause 2
Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified inAppendix 1 which forms an integral part of the Clauses.
Clause 3
Third-party beneficiary clause1.
The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e) and (g) to(j), Clause 6(1) and (2), Clause 7, Clause 8(2) and Clause 9 to 12 as third-party beneficiary.
2.
The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7,
Clause 8(2) and Clause 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law
unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law,as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce
them against such entity.
3.
The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7,
Clause 8(2), and Clause 9 to 12, in cases where both the data exporter and the data importer have factually disappearedor ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of
the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data
exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor
shall be limited to its own processing operations under the Clauses.
4.

The parties do not object to a data subject being represented by an association or other body if the data subject so

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expressly wishes and if permitted by national law.
Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:(a)that the processing, including the transfer itself, of the personal data has been and will continue to be carried out inaccordance with the relevant provisions of the applicable data protection law (and, where applicable, has been
notified to the relevant authorities of the Member State where the data exporter is established) and does not violate
the relevant provisions of that State;(b)that it has instructed and throughout the duration of the personal data processing services will instruct the data
importer to process the personal data transferred only on the data exporter’s behalf and in accordance with theapplicable data protection law and the Clauses;(c)that the data importer will provide sufficient guarantees in respect of the technical and organisational security
measures specified in Appendix 2 to this contract;(d)that after assessment of the requirements of the applicable data protection law, the security measures areappropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration,
unauthorised disclosure or access, in particular where the processing involves the transmission of data over a
network, and against all other unlawful forms of processing, and that these measures ensure a level of security
appropriate to the risks presented by the processing and the nature of the data to be protected having regard to thestate of the art and the cost of their implementation;(e)that it will ensure compliance with the security measures;(f)that, if the transfer involves special categories of data, the data subject has been informed or will be informed before,or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate
protection within the meaning of Directive 95/46/EC;(g)

to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause
8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift thesuspension;(h)to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2 and asummary description of the security measures, as well as a copy of any contract for subprocessing services which
has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information,in which case it may remove such commercial information;(i)that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a
subprocessor providing at least the same level of protection for the personal data and the rights of data subjects as
the data importer under the Clauses; and(j)that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the data importer

The data importer agrees and warrants:(a)to process the personal data only on behalf of the data exporter and in compliance with its instructions and theClauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporterof its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate
the contract;(b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received
from the data exporter and its obligations under the contract and that in the event of a change in this legislation
which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it willpromptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled tosuspend the transfer of data and/or terminate the contract;

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DocuSign Envelope ID: 756DF6DC-A0C3-47B0-AA6D-AAC5E28B720E(c)that it has implemented the technical and organisational security measures specified in Appendix 2 before
processing the personal data transferred;(d)that it will promptly notify the data exporter about:(i) any legally binding request for disclosure of the personal data by a law enforcement authority unlessotherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law
enforcement investigation;(ii) any accidental or unauthorised access; and(iii) any request received directly from the data subjects without responding to that request, unless it has
been otherwise authorised to do so;(e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data
subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of thedata transferred;(f)at the request of the data exporter to submit its data processing facilities for audit of the processing activities coveredby the Clauses which shall be carried out by the data exporter or an inspection body composed of independent
members and in possession of the required professional qualifications bound by a duty of confidentiality, selectedby the data exporter, where applicable, in agreement with the supervisory authority;(g)

to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing,unless the Clauses or contract contain commercial information, in which case it may remove such commercial
information, with the exception of Appendix 2 which shall be replaced by a summary description of the security
measures in those cases where the data subject is unable to obtain a copy from the data exporter;(h)that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior writtenconsent;(i)that the processing services by the subprocessor will be carried out in accordance with Clause 11;(j)

to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
Clause 6
Liability

1.
The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations
referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data
exporter for the damage suffered.
2.
If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data
exporter, arising out of a breach by the data importer or its subprocessor of any of their obligations referred to in Clause 3
or in Clause 11 because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, thedata importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless
any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, inwhich case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3.
If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs
1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11
because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become
insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its
own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor
entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, inwhich case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its
own processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
1.

The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims

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DocuSign Envelope ID: 756DF6DC-A0C3-47B0-AA6D-AAC5E28B720E

compensation for damages under the Clauses, the data importer will accept the decision of the data subject:(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2.
The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights toseek remedies in accordance with other provisions of national or international law.
Clause 8
Cooperation with supervisory authorities
1.
The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if suchdeposit is required under the applicable data protection law.
2.
The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any
subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data
exporter under the applicable data protection law.
3.
The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any
subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. Insuch a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
Clause 9
Governing law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business
related issues where required as long as they do not contradict the Clauses.
Clause 11
Subprocessing
1.
The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter
under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations
under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with thesubprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the
Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer
shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
2.
The prior written contract between the data importer and the subprocessor shall also provide for a third-party
beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensationreferred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factuallydisappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal
obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of thesubprocessor shall be limited to its own processing operations under the Clauses.
3.
The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shallbe governed by the law of the Member State in which the data exporter is established.
4.
The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by thedata importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data
exporter’s data protection supervisory authority.

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Clause 12
Obligation after the termination of personal data processing services
1.
The parties agree that on the termination of the provision of data processing services, the data importer and thesubprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to thedata exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation
imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In thatcase, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively
process the personal data transferred anymore.
2.
The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory
authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

On behalf of the data exporter:
Name (written out in full):Position:
Address:
Other information necessary in order for the contract to be binding (if any):

Signature .............................................
(stamp of organisation)

On behalf of the data importer:
Name (written out in full): Matthew Kelly
Position: General Counsel
Address: 910 Hermosa Court, Sunnyvale, CA 94085, USA
Other information necessary in order for the contract to be binding (if any): Not applicable.
Signature .............................................
On behalf of the data importer:
Name (written out in full): Matthew Kelly
Position: Director
Address: 1st Floor North, 1 Angel Court, London EC2R 7HJ, England
Other information necessary in order for the contract to be binding (if any): Not applicable.
Signature .............................................
On behalf of the data importer:
Name (written out in full): Matthew Kelly
Position: Director
Address: 3rd Floor, Indiqube - Orion (Building), 3rd Floor, 24th Main Rd, Garden Layout, 2nd Sector, HSR Layout,
Haralukunte Village, Bejur Hobli, Bangalore South Taluk, Bangualore, 560102, India
Other information necessary in order for the contract to be binding (if any): Not applicable.
Signature .............................................

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DocuSign Envelope ID: 756DF6DC-A0C3-47B0-AA6D-AAC5E28B720E

APPENDIX 1
TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix 1 forms part of the Clauses and must be completed by the parties.
The Member States may complete or specify, according to their national procedures, any additional necessary information
to be contained in this Appendix 1.
Data Exporter
The Data Exporter is (please specify briefly your activities relevant to the transfer):
The Data Exporter is the customer with access to the Product, which it will use to search or analyze its data either in theThoughtSpot Cloud software-as-a-service or the ThoughtSpot Application software.
Data Importer
The Data Importer is (please specify briefly your activities relevant to the transfer):
The Data Importer is the provider of search and AI-driven analytics Products in accordance with the Agreement.
Data Subjects
The personal data transferred concern the following categories of data subjects (please specify):
The Data Exporter may submit Personal Data as Customer Data to the Product, the extent of which is determined andcontrolled by the Data Exporter in its sole discretion and which may include, but is not limited to, Personal Data relating to
the following categories of Data Subjects:

Categories of Data
The personal data transferred concern the following categories of data (please specify):
The Data Exporter may submit Personal Data as Customer Data to the Product, the extent of which is determined andcontrolled by the Data Exporter in its sole discretion and which may include, but is not limited to, Personal Data relating to
the following categories of Personal Data:

Special Categories of Data (if appropriate)
The personal data transferred concern the following special categories of data (please specify):
The Data Exporter may submit Personal Data, including sensitive data, as Customer Data to the Product, the extent of
which is determined and controlled by the Data Exporter in its sole discretion and which may include, but is not limited to,
Personal Data relating to the following categories of Personal Data:

Processing Operations
The personal data transferred concern the following basic processing activities (please specify):
The Data Importer will Process Personal Data in the provision of the Product and support thereof pursuant to the Agreement.

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APPENDIX 2
TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix 3 forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordancewith Clause 4(d) and Clause 5(c) (or documents/legislation attached):
Data Importer maintains a written information security program of policies, procedures and controls as described in theAgreement, which is incorporated in this Appendix 2 by this reference.
DATA EXPORTERDATA IMPORTER
ThoughtSpot, Inc.

Customer:(include entity type, e.g., Inc., Ltd., etc.)

By:

By:

Name: Matthew Kelly

Name:

Title: General Counsel

Title:

Signature Date:

November 14, 2020 | 12:08 PST

Effective Date:
DATA IMPORTER
ThoughtSpot EMEA Ltd.

DATA IMPORTER
ThoughtSpot India Private Ltd.

By:

By:

Name: Matthew Kelly

Name: Matthew Kelly

Title: Director

Title: Director

Signature Date:

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Signature Date:

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