Legal Terms Portal

LEGAL AGREEMENTS
‍We have designed our contracts to be fair, balanced and consistent with commercial terms standard for enterprise business software. We have done this to deliver expedient and economical services to all of our customers. Customers' use of our software will be governed by the agreements below through reference in our Order Form. The Order Form summarizes the pricing and delivery details for the software.

SERVICE TERMS:
‍All customers agree to the Service Terms when using Athennian Software. The Service Terms cover elements of our contracts such as licenses, confidentiality, representations & warranties. Our Service Terms are found here. Past versions of the Services Agreement are available here.
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SUPPORT SERVICE TERMS:
‍Athennian's availability and support to our customers. Our Support Services Terms are found here. Past versions of the Support Services Terms are available here.
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SERVICE LEVEL AGREEMENT:
‍Athennian's commitment to our Service Support Terms. Our Service Level Agreement is found here. Past versions of the Service Level Agreement are available here.
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DATA PROCESSING ADDENDUM:
‍The Data Processing Addendum is a key document outlining processes and guidelines for Athennian and our Customers in relation to GDPR Regulation. Our Data Processing Addendum is found here. Past versions of the Data Processing Addendum are available here. Our list of sub-processors currently engaged is here. To subscribe for updates to our sub-processor list please fill out this form.
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DEVELOPER TERMS AND CONDITIONS:
‍Our developer terms and conditions are found here.

REGISTERED AGENT SERVICES:
‍Terms and Conditions are found here.

INFORMATION SECURITY

‍Athennian prioritizes customer data security. We know that the security and integrity of customer data is the paramount concern of our customers. That is why we keep it private and safe. Our customers entrust us with large amounts of sensitive information. Athennian helps customers maintain control of their privacy and data security using industry-standard controls, including:

Data Security: We provide our customers compliance with high security standards, such as end-to-end encryption, auditing standards (SOC 2 Type II), and robust customer support.
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Disclosure of Customer Data: Athennian only discloses Customer Data to third parties where disclosure is necessary to provide the services.
‍Trust: Athennian has developed a comprehensive risk management and information security program to ensure a secure environment for customer information. Independent third-party experts confirm Athennian’s adherence to high industry standards on an annual basis.
Data Region: Customers have the ability to select Canadian or United States data residency depending on their needs.

ASSURANCE REPORTING
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What Security Assurance Reporting can you provide to our team?

Once we have an NDA in place we can forward the following reports to your team:
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SOC2 Type II Audit Report
InfoSec Program Summary (this includes executive summaries of our Business Continuity Plan and Disaster Recovery Plans)
Executive Summaries of Athennian’s annual DRP and IRP tests.
Executive Summary of Athennian’s annual Penetration and Vulnerability tests.

SECURITY FAQs
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Questions Related to Customer Data Security

Is our data encrypted?

Customer Data is end-to-end encrypted.

Data in transit: TLS1.2+

Data at rest: AES256

Where will our data be stored?

Athennian’s default Region for Customer Data stored at rest is in Canada at Amazon Web Services’ data centres located in the Canada (Central) ca-central-1 Region (Montreal area with backup centres in the metro Toronto area).

U.S. data residency is only available on request and will be confirmed in an Order Form signed by Customer. If U.S. data residency is requested, data will be stored at rest in Amazon Web Services’ US West (Oregon) us-west-2 Region. There is no additional fee for U.S. data residency.

What third parties will have access to our data?

In order to deliver the Services, Athennian partners with a variety of subprocessors and services subcontractors. These are listed on our website here: https://www.athennian.com/legal-terms-portal/sub-processor-list

We use various analytics partners to analyse user activity on the Athennian platform so we can make improvements and enhancements to the application over time. Although we’re not able to disable these analytics tools, the data shared with these partners is aggregated and de-identified (anonymized). See Section 6.4 License by Customer for Customer Data and Customer Content in Athennian’s Service Terms.

If your data is subject to the GDPR, you have objection rights when Athennian makes changes to its subprocessors, namely our customers have the right to terminate their agreement with Athennian (see Section 6.4 Objection Right for New Sub-processors in Athennian’s Data Processing Addendum).

Athennian will be responsible for the performance of its personnel and subcontractors, and their compliance with Athennian’s obligations under this Agreement (stated explicitly in our contract - Section 5.8).

From where does Athennian currently provide Support Services?

Currently from Canada and the United States, but we may provide these services from elsewhere without notice to Customer.

From where does Athennian conduct security investigations?

Our security forensic investigators are located in Canada, the U.S. and the UK.

From where does Athennian currently provide billing and administrative services?

Currently from Canada and the United States, but we may provide these services from elsewhere without notice to Customer.

Can Athennian complete our Vendor Security Questionnaire (“VSA”)?

Yes! Please let your AE know and our security team will complete your VSA. We require an NDA to be signed prior to completing a VSA.

Can we enable MFA for user authentication?

Advanced authentication is currently handled through Athennian’s optional SSO integrations. Athennian offers Azure AD and OKTA SSO.

Do we have to have a whitelabel in order to use SSO?

Yes.

Are we able to monitor Athennian’s availability / uptime? What about scheduled downtime?

Yes! You can subscribe to uptime notifications by visiting https://status.athennian.com/

Can you provide more information about your backup procedures?

Athennian’s backup controls are detailed in the availability section of our SOC2 report. Our cloud infrastructure hosted by AWS includes multiple availability zones in each region which satisfies physical backup redundancy controls.

Athennian uses a blue/green deployment model which allows for any necessary roll-backs (none significant to date). RTO and RPO are 24 hours for Tier I services (essential to business operations of Athennian and its Customers).

Questions Related to Confidentiality and Privacy

Can you provide some insight into how Athennian’s US customers have responded to the data privacy provisions outlined in the agreement?

Our DPA has been revamped to incorporate relevant references to the CCPA, in addition to the GDPR. Other changes reflected in our most recent version include explicit references to the Standard Contractual Clauses (SCCs), and removal of the reference to the Privacy Shield between the EU and the US (which was struck by the European courts in July 2020).

We are confident that this update to our DPA satisfies the requirements of our US customers.

Last updated: March 25, 2022

This Athennian E-File Fee Schedule (the “Fee Schedule”) applies when You order E-File Services, or use E-File functionality within the Services. This Fee Schedule, and Your use of E-File, are subject to the Service Terms available in the Legal Terms Portal, including the provisions of the Service Terms that limit Our liability. Terms having a meaning defined in the Service Terms will have the same meaning when used in this Fee Schedule.

Athennian may amend this Fee Schedule from time to time, with or without prior notice. The amended Fee Schedule will become effective when posted in the Legal Terms Portal. Registry Fees and Third Party E-File Fees are flow-through charges, without additional mark-up, and are subject to change from time to time.

Fees. You will pay additional fees for any use of the functionality within the Services that provides the ability for You to electronically file documents in certain jurisdictions (“E-File”). E-File fees include fees charged by Us (“Athennian E-File Fees”), fees charged by government registries (“Registry Fees”), and fees charged by third-party intermediaries (“Third-Party E-File Fees”). Current combined E-File fees are as follows:

Jurisdiction	Description of Services	Fee	Turn Around Time
ON-Canada	Ontario Articles of Incorporation (Form 1)	$49.75	Less than 5 minutes 95% of the time.
ON-Canada	Ontario Initial Return/Notice of Change	$15.75	Less than 5 minutes 95% of the time.
ON-Canada	Ontario Annual Return (w/ data extract)	$27.75	Less than 5 minutes 95% of the time.
BC-Canada	Incorporation Application	$14.75	Less than 5 minutes 95% of the time.
BC-Canada	Change of Office Address	$11.75	Less than 5 minutes 95% of the time.
BC-Canada	Annual Report (BC company)	$11.75	Less than 5 minutes 95% of the time.
BC-Canada	Change of Directors	$11.75	Less than 5 minutes 95% of the time.
BC-Canada	Annual Report (EP/Foreign Company)	$23.75	Less than 5 minutes 95% of the time.
BC-Canada	Change of Address	$11.75	Less than 5 minutes 95% of the time.

Deposit Account. Unless stated otherwise in an Order Form, You will maintain a deposit account with Us (the “E-File Deposit Account”) with a minimum balance (the “E-File Deposit Account Minimum Balance”). E-File fees will be paid from the E-File Deposit Account from time to time as You use E-File. The initial E-File Deposit Account Minimum Balance is specified in the Order Form. You will pay the initial E-File Deposit Account Minimum Balance to Us before using E-File. We may change the amount of the E-File Deposit Account Minimum Balance from time to time by notice to You, based on Your use of E-File. You will maintain a balance in the E-File Deposit Account that is not less than the required E-File Deposit Account Minimum Balance. You will not be able to use E-File if there are insufficient funds in the E-File Deposit Account to pay for the applicable E-File fees.

Invoicing. Unless stated otherwise in an Order Form, We will invoice You monthly. Invoices will include a breakdown of Athennian E-File Fees, Registry Fees and Third Party E-File Fees, the application of funds from the E-File Deposit Account, the balance owing (if any), and the amount (if any) required to refresh the E-File Deposit Account to the E-File Deposit Account Minimum Balance.