Cloud Terms Agreement - Toolkit of Additional Terms

* These examples show how to add Additional Terms to a Cover Page for the Bonterms Cloud Terms (Version 1.0). * You can delete, replace or add to provisions of the Bonterms Cloud Terms or Service Level Agreement (SLA) Attachment.* We also show how to add Attachments to the Cloud Terms Cover Page.* These are examples only. Have legal counsel review before using.

CLOUD TERMS

Additional Terms

The following additions to or modifications of the Bonterms Cloud Terms are agreed by the parties and control in the event of any conflicts:

Add Affiliates to Permitted Use

Replace the first sentence of Section 2 (Cloud Service) with the following:

Subject to this Agreement, Customer may use the Cloud Service for its and its Affiliates’ internal business purposes during each Subscription Term (“Permitted Use”).

Add Open Source Warranty

Add a new Section 8.2 (c):

Provider represents and warrants that Customer’s internal use of the unmodified Provider Software in accordance with the Agreement will not subject Customer to any open source license terms.

Remove Limit on Sensitive Data

Delete Section 9.2(b) which reads:



“(b) will not submit Sensitive Data to the Cloud Service, and”

Change Payment Period

Replace the second sentence of Section 12.1 (Payment) with the following:

Unless the Order states otherwise, all amounts are due within [__] days after the invoice date (the “Payment Period”).

Buffer Period Before Termination

Replace the first sentence of Section 14.2 (Term of Agreement) with the following:



This Agreement starts on the Effective Date and continues until 60 days after the end of all Subscription Terms, unless sooner terminated in accordance with its terms.

Change Enhanced Cap

Replace the definition of “Enhanced Cap” in Section 16.5 (Liability Definitions) with the following:



“Enhanced Cap” means the greater of $__million US Dollars and [three] times ([3]x) the General Cap.

Specify Order of Mitigation Efforts

Replace Section 17.5(b) with the following:



(b) replace or modify the allegedly infringing portion of the Cloud Service to avoid infringement, without reducing the Cloud Service’s overall functionality or, if neither (a) nor (b) is commercially feasible,

Approval of Logo Usage

Add as a second sentence in Section 20 (Publicity):



Furthermore, neither party may use the name, logo or trademark of the other party without the other party’s prior approval.

Provider indemnity and liability obligations for Trials and Betas

Replace the last sentence of Section 21 (Trials and Betas) with the following:



Notwithstanding anything else in this Agreement, Provider offers no warranty, SLA or Support for Trials and Betas.

Add Insurance Requirements

Add a new Section 22.16 (Insurance):



Provider shall comply with the obligations set forth in Attachment __ (Insurance Requirements) identified on this Cover Page.

SERVICE LEVEL AGREEMENT (SLA)

Additional Terms

The following additions to or modifications of the Bonterms Service Level Agreement (SLA) Attachment are agreed by the parties and control in the event of any conflicts:

Revise elements of Section 7 (SLA Key Terms Chart):

Change Target Availability

Replace the definition of Target Availability in Section 7 (SLA Key Terms Chart) with the following:



“Target Availability” is [99.5]% or higher and “Credit Tier 1” is 99.00% - [99.49]%. All other elements of the SLA Key Terms Chart remain the same.

Change Multiple Failures Threshold

Replace the definition of Multiple Failures in Section 7 (SLA Key Terms Chart) with the following:



“Multiple Failures” means the Monthly Uptime Percentage is in Credit Tier [3] or below for [2] consecutive months or any [3] months in a rolling [12]-month period.”

Replace Entire Section 7 (SLA Key Terms Chart):

SLA Key Terms Chart

Replace Section 7 (SLA Key Terms Chart) in its entirety with the following:



SLA Key Terms Chart
:: Monthly Uptime Percentage: :: Service Credit:
Target Availability: :: ____% or higher :: None
Credit Tier 1 :: _____% - _____% :: __% of monthly fees
Credit Tier 2 :: _____% - _____% :: __% of monthly fees
Credit Tier 3 :: _____% - _____% :: __% of monthly fees
Credit Tier 4 :: < _____% :: __% of monthly fees

Multiple Failures: :: means Target Availability is not met for __ consecutive months or any __ months in a rolling __-month period.

Attachments (link or attach)

The following Attachments (if any) are incorporated into the Agreement:

Acceptable Use Policy (AUP)

The AUP [attached to this Cover Page][found at this link]

Support Policy

Service Level Agreement (SLA)

Bonterms Service Level Agreement (Version 1.0) - https://bonterms.com/forms/service-level-agreement-version-1-0/ [as modified by the Additional Terms set forth above]

Data Protection Addendum (DPA)

Bonterms Data Protection Addendum (DPA)(Version 1.0) as implemented by the DPA Setup Page between Customer and Provider with a DPA Effective Date of ______ attached to this Cover Page.

Security Measures