Cloud Service
Agreement
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PREPARED FOR
[Customer Name]
PREPARED BY
[[Sender Company]
Cloud Service Agreement
This Cloud Service Agreement (hereinafter referred to as the “Agreement”) is made and entered into on [Effective Date],
By and Between
[Sender Company] (hereinafter referred to as the “Company”), whose registered office is at [Sender Company Address], and;
[Customer Name] (hereinafter referred to as the “Customer”), whose registered office is at [Customer Address].
Together, the Company and the Customer will be referred to as the “Parties,” and individually as the “Party.”
RECITALS.
WHEREAS the Customer requires cloud services from the Company;
AND WHEREAS the Company agrees to render such services to the Customer.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
TERMS AND CONDITIONS.
1. DEFINITIONS.
(a) Passwords. Passwords shall mean the customer-established passwords and temporary passwords provided by the Company, security credentials, or authentication keys provided or used in relation to the service.
(b) In-line Service. In-line Service is defined as processing data in transit to and from the end-user to the Internet.
(c) Confidential Information. Confidential Information of the Company includes the know-how, inventions (whether or not patentable), techniques, or ideas related to the service; the design and architecture of the service; the computer code, internal documentation, and design and functional specifications of the service; the pricing of the service offered to the Client by the Company; the terms of this Agreement; and any problem reports, analysis and performance information related to the service.
(d) Authorized Distributor or Reseller. Any person or organization authorized by the Company to engage in transactions with the Customer on behalf of the Company.
(e) Customer Users. Any person or organization who uses the Customer's product/services.
2. SERVICE.
(a) Description. The Company shall provide the service ordered by the Customer in accordance with this Agreement. All available cloud services under this Agreement are collectively defined as the “Service” unless otherwise set forth in the Product License Guide for a specific cloud service, as used herein.
(b) Customer Configuration. The Company’s provision of the Service is based on the requested Customer configurations. The Customer acknowledges and agrees that the Customer is solely responsible for the Customer Configurations and assuring that the selection conforms to the Customer’s policies and procedures and complies with all applicable laws and regulations in jurisdictions where the Customer accesses the Service.
3. FEES.
The provision of the Service to the Customer by the Company under this Agreement is subject to the Customer's timely payment of all fees owed to the Company or its authorized distributors or resellers transacting with the Customer for the use of the Service, as provided in the Customer's order. All fees paid to the Company are non-refundable.
4. ACCESS AND LICENSE.
Company grants to the Customer, solely in accordance with the applicable terms as set forth in the Agreement:
(a) The right to access and use the Service during the term of this Agreement, up to [Maximum Allowed Users] user(s) for Customer's own internal business operations and not for the benefit of any other person or entity, and;
(b) A personal, non-transferable, non-exclusive, non-sublicensable license during the Service term to use and distribute the Software to the Customer Users in object code form only, solely for the purpose of accessing the Service.
5. USER RESTRICTIONS.
The Customer shall use the Service in accordance with this Agreement. Customer shall not, and shall prevent users from using the Service to:
(a) Re-sell, rent, lend, lease, distribute, or share the Service (including on “service bureau” a basis), or otherwise provide third parties with access or grant third parties rights to the Service
(b) Alter or remove any marks or proprietary legends contained in the Service
(c) Evade or otherwise interfere with any authentication or security measures of the Service (e.g., pen testing)
(d) Interfere with or disrupt the integrity or performance of the Service
(e) Send SPAM or any other form of duplicative and unsolicited messages, other than marketing and promotional messages, to the Customers who have opted in and agreed to receive such communications.
6. EXCESSIVE CONSUMPTION.
If the Company determines that the Customer's aggregate activity on the Service imposes an unreasonable load on bandwidth or infrastructure, the Company may impose controls to keep the usage below excessive levels. The expected average weekly usage of the In-line Service is [Average weekly usage per sec per user] per second per user. Upon receiving Service notification (e.g., Email) of excessive (vs. expected) usage, the Customer agrees to immediately work on a usage reduction plan or to work with its authorized reseller to enter into a separate fee agreement for the remainder of the Service term.
If the Parties are not able to establish a resolution within [Time period to establish a resolution] day(s) after the initial Service notification, then the Company may institute controls on the Service or terminate the Service and this Agreement without liability.
7. DATA PROTECTION.
The Customer may provide the Company with cloud application data and network traffic data such as IP address, URL, URL category, file type, filter result, virus ID, files, records, metadata, the Customer-selected account names and activity types, and any other network traffic sent to or received from the Customer through use of the Service, in detail and/or in an aggregate form (hereinafter collectively referred to as the “Use Data”).
The Customer may also provide the Company with other information such as administrator identifying information, user and group names, and other information through or in connection with the Customer's use of the Service (hereinafter referred to as the “Admin Data”). The Company shall act as a data processor and process the Use Data and Admin Data of the Customer only on behalf of and under the direction of the Customer (and its designees), as set forth in this Agreement. Company shall use Use Data and Admin Data only for legitimate business purposes in connection with providing and promoting its Services, as set forth in this Agreement.
8. OBLIGATIONS.
The Customer represents and warrants that:
(a) It will comply with all applicable privacy and data protection laws and regulations applicable to its business and its performance of its obligations under this Agreement with respect to any Use Data and Admin Data uploaded to, submitted to, stored on, or processed by the Service, and;
(b) It will provide any notices and obtain required consents related to its use of the Service and Company provision of the Service, including those related to the collection, use, processing, transfer, monitoring, and disclosure of Use Data and Admin Data.
9. CONFIDENTIALITY.
Either Party may provide to the other information under this Agreement that is confidential in nature in connection with business discussions related to the Service (“Confidential Information”). All such information shall be marked as confidential in order to be protected hereunder and shall not be disclosed to any third party.
10. INDEMNIFICATION.
Customer will defend, indemnify, and hold harmless Company, its directors, officers, employees, agents, successors, and assigns from and against any actual or third-party claims, actions, suits, liabilities, losses, damages, costs, and expenses arising out of or in connection with the Agreement.
11. SUPPORT.
Support Services provided with the Service are governed by the terms and conditions located at [Support Policies Link], which may be updated from time to time and incorporated into this Agreement by reference. The Service shall include any and all updates, upgrades, and bug fixes that may be provided to the Customer from time to time. In the event the Customer experiences any incidents or failures relating to the Service, the Customer shall report such matters to the Company immediately.
12. WARRANTIES.
The Company warrants that the material functions of the Service shall operate substantially in accordance with the terms of this Agreement and any other applicable Documentation. The Company shall provide the Service in accordance with the applicable service levels for the specific type of Service as set forth in the applicable service level agreement (hereinafter referred to as the “Service Level Agreement”). The Company shall provide the Customer with the applicable Service Level Agreement upon the Customer’s written request. The remedies set forth in the Service Level Agreement shall be the Customer’s sole and exclusive remedy, and the Company's sole and exclusive liability, for any breach of the warranties set forth in this Agreement and in respect of any Service affecting events.
13. LIMITATION OF LIABILITY.
Both Parties shall not be liable for any indirect, incidental, special, or consequential damages or loss or costs of procuring substitute goods, software, or Services, even if they were made aware of the possibility of such damages arising out of or in connection with this Agreement.
14. TERM AND TERMINATION.
This Agreement shall commence on [Effective Date] and continue till [Agreement Term]. The Service term of the Agreement shall commence on the date that the Company makes the Service available to the Company and shall continue for the period specified by the Company or ordered by the Customer unless earlier terminated under this Agreement by any Party.
15. ARBITRATION.
In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s), who shall be appointed by [Arbitration Appointing Party Name]. The place of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrators’ decision shall be final and binding upon both Parties.
16. GOVERNING LAW.
This Agreement hereto shall be governed and interpreted following the laws of [Governing Law].
17. AMENDMENTS.
No amendment, change, or modification of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed on behalf of the Parties hereto by their duly authorized representatives.
18. SEVERABILITY.
In the event any provision of this Agreement is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.
19. NOTICES.
Any notices required or permitted by this Agreement shall be in writing and delivered by certified mail or courier to the above-mentioned address.
20. ENTIRE AGREEMENT.
This Agreement represents the entire understanding of the Parties superseding all prior Agreements, understandings, and discussions, whether conveyed orally or in writing, and there are no other warranties, commitments, understandings, or representations with respect to this Agreement.
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms as proposed herein in the Agreement as of the aforementioned date.
[Customer Name]
[Sender Company]
Name:
Name:
Signature:
Signature:
Date:
Date:
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