Cloud Terms Agreement - Bonterms

Cloud Terms Agreement

The Agreement.

The Bonterms Cloud Terms are standardized terms for use of cloud services. To use the Bonterms Cloud Terms, Customer and Provider complete and execute a Cover Page that specifies Key Terms, Attachments (such as a Support Policy or Data Protection Addendum) and any Additional Terms. Collectively, the Bonterms Cloud Terms, Cover Page and any Orders form the parties’ agreement (“Agreement”). Conflicts between parts of the Agreement are governed by Section 22.5 (Order of Precedence). Capitalized terms are defined in context or in Section 23 (Definitions).

Cloud Service.

Subject to this Agreement, Customer may use the Cloud Service for its own business purposes during each Subscription Term (“Permitted Use”). This includes the right to copy and use the Provider Software (if any) and Documentation as part of Customer’s Permitted Use. Customer will comply with the Documentation in using the Cloud Service.

Users.

Customer may permit Users to use the Cloud Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Cloud Service and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Provider upon learning of any compromise of User accounts or credentials.

Affiliates.

Customer’s Affiliates may serve as Users under this Agreement. Alternatively, Customer’s Affiliates may enter into their own Orders as mutually agreed with Provider, which creates a separate agreement between each such Affiliate and Provider incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with Provider, and breach or termination of any such separate agreement affects only that agreement.

Data.

Use of Customer Data. Subject to this Agreement, Provider will access and use Customer Data solely to provide and maintain the Cloud Service, Support and Professional Services under this Agreement (“Use of Customer Data”). Use of Customer Data includes sharing Customer Data as Customer directs through the Cloud Service, but Provider will not otherwise disclose Customer Data to third parties except as permitted in this Agreement.

Security. Provider will implement and maintain the Security Measures identified on the Cover Page. If no Security Measures are identified, Provider will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.

DPA. The parties will adhere to the Data Protection Addendum (DPA), if any, identified on the Cover Page.

Usage Data. Provider may collect Usage Data and use it to operate, improve and support the Cloud Service and for other lawful business purposes, including benchmarking and reports. However, Provider will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Users or any other person and (b) aggregated with data across other customers.

Mutual Compliance with Laws.

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