End User Agreement (for Marketplaces) by Bonterms

Bonterms Standard End User Agreement (for Marketplaces) (Version 1.0)

For use in Marketplace transactions. Bonterms publishes this Standard Agreement but is not a party to the Agreement created between Provider and Customer and has no responsibility to either for its use.

Using this Standard Agreement.

1.1 Standard Agreement.

This Bonterms Standard End User Agreement (“Standard Agreement”) sets forth the terms and conditions under which Provider makes available Subscriptions to its Cloud Service or Provider Software (each, a “Product”) offered through a Listing on the Marketplace. Provider may (i) make additions to or modifications of this Standard Agreement (“Additional Terms”) or (ii) add Attachments by stating as such in its Listing. Any Additional Terms and any Attachments are collectively referred to as “Provider-Specific Terms.” Capitalized terms are defined in context or in Section 20 (Definitions).

1.2 Entering the Agreement.

Customer and Provider agree to this Standard Agreement and any Provider-Specific Terms (collectively, the “Agreement”) upon Customer’s first entry into an Order (“Effective Date”).

1.3 Orders.

As specified in the Marketplace, an Order may be between Customer and the Marketplace provider (or other reseller or agent of Provider) or directly with Provider. Each Order creates a separate Agreement between Provider and Customer but Orders do not become part of the Agreement.

1.4 Order of Precedence.

In the event of a conflict between the elements of the terms and conditions making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Provider-Specific Terms and (iii) this Standard Agreement.

Products.

2.1 Cloud Service.

Subject to this Agreement, Customer may use the Cloud Service for its own business purposes in accordance with the Permitted Use.

2.2 Provider Software.

Subject to this Agreement, Customer may install, copy and use the Provider Software for its own business purposes in accordance with the Permitted Use.

2.3 Users.

Customer may permit Users to use the Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Product 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.

Customer Data.

3.1 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.

3.2 Security.

Provider will implement and maintain the Security Measures, if any, identified in the Provider-Specific Terms. 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.

3.3 DPA.

This is a preview. The full template is free on GitLaw.