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CTG Cloud Services Service Terms

These Service Terms set out the service-specific terms and conditions applicable to the Company’s cloud service to be provided by the Company to the Customer under the signed Order Form to which these Service Terms are attached, and form part of the Agreement for the Service.

Unless otherwise defined below, words and expressions in these Service Terms have the same meaning as set out in the Master Agreement.

These Service Terms are strictly limited to provision of the Service, and shall not apply in respect of any other service(s) that may be provided by the Company to the Customer under a Master Agreement.

1 Interpretation

In these Service Terms, unless the context otherwise indicates:

Account means the Customer account profile and usage information regarding the Services selected and enabled, including End User or Solution Recipient activities, account management information, End User identification and business contact information.

Additional Services means the Service options described in paragraph 13 of these Service Terms;

APIs means application programming interfaces which the Company may make available to the Customer, and which forms part of, or otherwise interacts with and utilises the Services, to provide certain functionalities to the Customer, including the ability to request and order the new Services and Additional Services, and amend existing Service Options.

Cloud Web Portal means the Company’s web based portal through which the Customer manages the Account.

Cloud Data Center means a data center facility where the Company provides the Services from and where Services Components are hosted and made available for the Customer’s use.

Cloud Services Focal Point means the Company contact point as specified by the Company to which the Customer directs communications relating to the Services.

Cloud Web Portal means website portal provided by the Company to enable the Customer to use the Services and view additional Services Options and Account information.

Company Image means a software image file containing the functionality of a software program of the Company.

Company Site means the Company’s or the Company’s Affiliate’s locations from which the Service is provided.

Content means all data, software, Solutions, Customer Provided Software, products, data and information, including, without limitation, any hypertext markup language files, scripts, programs, recordings, sound, music, graphics, images, applets, or servlets that are created, installed, uploaded, or transferred in connection with the Services by the Customer, End Users or Solution Recipients.

Customer Business Manager means a Customer representative who has the authority to act on Customer’s behalf regarding the Services including ordering Services, enabling and disabling Services; and is responsible for communications with the Company and receiving communications from the Company by email.

Customer Provided Software means any Customer owned or licensed software, other than the Images licensed under the Agreement.

Customer Site means the Customer’s locations (or third party locations where the Customer has a presence) to which the Service is to be provided.

Emergency Maintenance means maintenance that is not Scheduled Maintenance;

Enabling Software means any Services Component Software and documentation the Company provides to the Customer to facilitate the Customer’s access to and use of the Services.

Entitlements means the parameters relating to the Customer’s use of the Services that are set out in the Order Form and are used in part to determine the charges payable by the Customer for the Services (e.g. number of End Users, transactions, storage).

Image means an OS Image by itself or in conjunction with a Company Image or Third Party Image.

Master Agreement means the Master Services Agreement entered into between the parties and identified in the Order Form, or if no Master Service Agreement exists between the parties or otherwise specified in the Order Form, CTG’s general terms and conditions as varied and published from time to time on

Licence Agreement means the specific Customer terms and conditions, or Third Party Agreement, that applies to a specific Service Component, as notified to the Customer from time to time.

OS Image means a software image file containing the functionality of an operating system software program.

SC Image means an Image the Company makes available as a Services Component.

Scheduled Maintenance means the maintenance that is performed by the Company during its standard maintenance window.

Services Components means the hardware, software, Service Component Software, APIs, tools, and any documentation (electronic or otherwise) the Company utilizes to provide the infrastructure, Cloud Web Portal, and functionality of the Services or that the Company makes available as part of the Services.

Service Extension Term means a period of not less than 12 months as agreed between the parties extending the Service Initial Term.

Service Initial Term means the initial term of the Service as specified in the Order Form, or, if not so specified on the Order Form, then an initial term of twelve (12) months.

Service Renewal Term means successive periods of one (1) month or such other period specified in the Order Form.

Services Options means the options, features and configurations that can be selected by the Customer in respect of the Service.

Solution means the Customer created software application solution that the Customer makes available to an End User or Service Recipient in a VM.

Solution Recipients means any entities or individuals to whom the Customer provides access to a VM or product or services that the Customer offers in a VM.

Termination Fee means the fee payable under paragraph 18 of these Service Terms.

Third Party Agreement has the meaning given in paragraph 6.4 of these Service Terms.

Third Party Image means a software image file containing the functionality of a third party software program.

Virtual Machines or VM means a virtual machine instance that the makes available to the Customer as part of the Services consisting of virtual computer processing unit, virtual memory and virtual local storage.

2 Overview

2.1 The Service is designed to provide the Customers with the ability to utilize virtual computing resources to support the Customer’s computing needs. The Service is a shared physical run environment that is administered by a common cloud management platform leveraged across multiple clients. The Service provides flexibility at the platform level, service management capabilities and security features.

<pstyle="margin-left: 1em;"="" style="box-sizing: border-box; color: rgb(51, 51, 51); font-size: 14px;">2.2 The Customer is responsible for the use of the Services by End Users and Solution Recipients, and the access and use of any Service Component by End Users and Solution Recipients, including the actions of any End User and Solution Recipients, and for ensuring that each End User and Solution Recipient complies with the Agreement, and other referenced documents.</pstyle="margin-left:>


3 Service Performance and Location

3.1 The Company will provide the Service to the Customer in accordance with the Agreement.

3.2 The Order Form will include details of:

3.2.1 the Customer and Company Sites; and

3.2.2 the Service Options that will apply under the Agreement.

3.3 The Customer acknowledges that the infrastructure supporting the Service and the Account contact information and End User information provided by the Customer is stored and delivered by utilising the Company Cloud Data Centre in Hong Kong or such other locations the Company deems necessary for the delivery of the Services.

4 Account Set up

4.1 The Customer must set up and maintain an Account to access the Services. The steps to set up and maintain an Account is set out in this paragraph 4.

4.2 Upon execution of the Agreement for the supply of the Services, and subject to the Customer’s compliance with the terms of the Agreement, the Company will:

4.2.1 assign a business manager to assist the Customer to set up and maintain the Account;

4.2.2 provide contact information for Account management support;

4.2.3 establish the Account and enable the Services selected by the Customer via the Order Form;

4.2.4 notify the Customer of when the Service is ready for use;

4.2.5 provide a welcome pack which will include information on the Services, and applicable forms, if any, to enable configuration of specific Services and email contact information for the Company’s Cloud Services Focal Point(s); and

4.2.6 provide password secured logins that will enable the Customer to access the Service; and

4.2.7 provide information and access identification required to access any Additional Services ordered by the Customer.

4.3 The Customer will:

4.3.1 provide a resource as a single point of contact for business and enablement activities;

4.3.2 review the welcome package and perform activities to initiate use of the Account, verify Account information and set up, perform Services enablement activities and keep all such Account and the Customer’s contact information current;

4.3.3 designate up to three Customer Business Manager to be responsible for validating, managing, and authorizing administrator access and rights to the Account;

4.3.4 ensure Customer Business Managers are aware of their and the Customer’s responsibilities with regard to the Services and the terms of the Agreement;

4.3.5 inform the Company, via the Cloud Web Portal, of any changes to the Customer Business Manager;

4.3.6 provide information required to configure any Additional Services ordered and perform any required activities to initiate or change and manage the use of such Additional Services; and

4.3.7 monitor End User’s use of the Service, coordinate, manage, educate, and be responsible for the activities of all End Users and their compliance with the terms of the Agreement.

5 Services Enablement

5.1 When an Account is set up, the Company will activate and make available standard Services Options for use by the Customer. Not all Services or Service Options may be available at the same time from all Cloud Data Centers.

5.2 The Company will provide the Customer a list of available Services Component Software available for the Customer’s selection in a hard copy or in an on-line Service catalogue. The Company may from time to time add new Services Component Software as set forth in paragraph 14 of these Service Terms.

5.3 The Customer is responsible for proper selection and use of any Services and Service Options. For any improper use of a Service (including the use of Services Component without proper Entitlements), the Company may:

5.3.1 assess Additional Charges that would have been due for use of the Services Component; or

5.3.2 require the Customer to obtain proper Entitlements.

5.4 If the Customer downloads or installs any Enabling Software, the Customer agrees not to use such Enabling Software for any purpose other than to facilitate or enable the Customer’s access and use of the Services. If Enabling Software is presented with a separate Licence Agreement at the time of installation or download, such separate agreement will govern its use.

5.5 APIs may be available to access and use the Services, including requesting and ordering or deleting Services Options and Service Components, and are provided as a convenience for the Customer. The Customer use of any such API does not relieve the Customer of its obligations to use the Services in accordance with the terms of the Agreement for any selected Service Component.

5.6 The Company may change or delete an API at any time. The Company will post advance notification of any such changes in the Cloud Web Portal or by other means. The Customer acknowledges that once an API is changed or deleted it will no longer work and the Customer is responsible to update their use of any such API.

5.7 The Company will be entitled to treat any service request from the Company as approval for the Company to disable or enable selected Services Options.

6 Services Component Software Options

6.1 Each VM ordered by the Customer will be provisioned and loaded:

6.1.1 with an OS Image selected by the Customer; and

6.1.2 other required Images based on the Service Component Software selected by the Customer.

6.2 Operating Systems

6.2.1 The Company will provide all OS Images for the Virtual Machines used by the Customer.

6.2.2 The Customer’s legacy operating system may not be used in the Service.

6.2.3 The Customer use of an Image containing a Microsoft operating system is provided on, and subject to the terms, set out in paragraph 6.4 of these Service Terms.

6.3 Use of Services Components Software

6.3.1 The ordering by the Customer of a VM to be provisioned with particular Services Component Software will affect the charges the Customer will be invoiced by the Company as set out in the Order Form.

6.3.2 The Customer understands the Company may provide usage data and Entitlement information provided by the Customer (or otherwise becomes available to the Company during the course of the provision of the Services) to the third party supplier of a Services Component.

6.3.3 The Customer’s use of Services Component Software included in any Image is governed by the applicable Licence Agreement.

6.3.4 Notwithstanding any terms of a Third Party Agreement to the contrary, the following terms apply to each Services Component:

a. the Services Component is provided for the duration the Service Component is selected by the Customer and is not perpetual;

b. no installation or download of a Services Component, in whole or in part, is permitted except as set out in paragraph 5.4 of these Service Terms;

c. no copies (including back-up copies) of a Services Component, in whole or in part, are permitted except as expressly set out the Agreement;

d. no transfer of a Services Component, in whole or in part, is permitted; and

e. any money back guarantee and warranty that may be provided in a Third Party Agreement does not apply to Services Components.

6.3.5 For Images from the Company, any terms in the Third Party Agreement applicable to "Licensee" apply to the Customer, and terms applicable to a “Program” apply to such Images.

6.3.6 If there is a conflict between the terms of the Agreement and those of a Third Party Agreement, the terms of the Agreement prevail. Services Components may not contain all features or functions of the particular generally available software available directly from the software licensor.

6.3.7 The Company or its suppliers retain all rights, title, and interest in the Services Components. The Customer agrees to not:

f. use, copy, modify, make derivative works based upon, link to, or distribute any portion of the Services or Services Components except as expressly provided in the Agreement; or

g. reverse assemble, reverse compile, or otherwise translate any of the Services or Services Components except as specifically permitted by law without the possibility of contractual waiver.

6.4 Services Component Third Party Software

Third party software, including open source software, may be provided as part of the Services as a Service Component Software. Any such third party software and its use will be licensed in accordance with the applicable third party licence agreement (“Third Party Agreement”). The Third Party Agreement is an agreement between the Customer and the third party software owner or rights holder only. The Company is not a party to any such Third Party Agreement. The Customer receives no warranties, indemnities or express or implied patent or other licence from the Company with respect to any third party software.

7 Content

7.1 Ownership

7.1.1 The Customer (or the Customer’s licensor) retain all right, title, and interest in the Content.

7.1.2 The Customer grants to the Company and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable licenc5e and approval to host, cache, copy, and display the Content for the purpose of and in conjunction with providing the Services for the term of the Agreement.

7.1.3 The Customer represents and undertakes:

h. the Customer has and will maintain in effect during Customer’s use of the Services, all such licences and approvals necessary to grant the Company, its Affiliates, and its subcontractors the rights under paragraph 7.1.2 of these Service Terms and that they will be provided at no charge to the Company;

i. to comply with the terms of any such licences and approvals;

j. that by adding, creating, installing, uploading, or transferring the Content, or using APIs to do any of the foregoing, for use in conjunction with the Services, the Customer is not exceeding any specified entitlement or permitted use or violating applicable Third Party Agreements or applicable laws.

7.2 Responsibilities

7.2.1 The Customer is solely responsible for all Content, including selection, creation, design, usage, licensing, maintenance, testing, and support.

7.2.2 As part of the responsibility stated in paragraph 7.2.2 of these Service Terms, the Customer is also responsible for any individual’s personal information or any information the Customer considers confidential that is provided by the Customer.

7.2.3 The Customer acknowledges and agrees that the Customer is solely responsible for any personal information that may be contained in Account information or in the Content, including any information which the Customer shares with third parties, and that the Customer is and will remain in compliance with applicable data privacy and protection laws.

7.2.4 The Customer acknowledges that:

k. the Company does not control the transfer of data over telecommunications facilities, including the Internet;

l. the Customer has reviewed the security features and parties respective responsibilities as described in the Agreement, and determined that they meet the Customer’s security needs; and

m.the Customer is solely responsible for determining the appropriate procedures and controls regarding security of the VMs (such as encryption, monitoring or scanning, and backup of all Content) and for the implementation of any such procedures and controls.

7.3 Content Access

The Company will not access the VMs or Content except:

7.3.1 as necessary to provide Services;

7.3.2 when the Customer expressly authorizes the Company;

7.3.3 to the extent required by law or as necessary to comply with the request of a governmental or regulatory body or order from a court of competent jurisdiction. In the event of any such valid legal or governmental request and to the extent that the Company is reasonably able, the Company will try to provide notice to the Customer to enable the Customer an opportunity to obtain a protective order.

8 Customer Provided Software

8.1 Subject to paragraph 6.2.2, the Customer is permitted upload any Customer Provided Software for use within the Services by installing it directly on a VM provided that the Customer has the necessary Entitlements and other rights and consents for adding, installing, uploading, transferring, and using such software with the Services.

8.2 Any such Customer Provided Software the Customer brings and uploads in connection with the Services is considered Content as defined in the Agreement.

9 Customer’s Agreements with Solution Recipient

9.1 Subject to the terms of this Agreement, the Company hereby grants the Customer a non-exclusive, non-transferable right to utilize the Services to support a Solution that the Customer creates or uploads to a Customer’s VM and to provide access to such Solution to Solution Recipient. The Customer is responsible for having appropriate agreement(s) in place with Solution Recipient that:

n. include terms and conditions that are no less protective of the Company's interest in the Services than the terms contained in the Agreement; and

o. do not provide Solution Recipients with any direct access to the Cloud Web Portal or APIs, or any sublicensing rights to directly access or use the Services or Services Components, including any Service Component Software.

9.2 Without limiting the generality of the foregoing, the Customer agrees to include provisions in each agreement with Solution Recipients to the effect that:

p. any contractual limitation of liabilities or remedies, monetary or otherwise, apply equally as well to the Customer’s suppliers and subcontractors, including the Company, as third party beneficiaries;

q. any disclaimer of warranties and indemnities, whether express or implied, and any disclaimer of direct, indirect, consequential, special, incidental, punitive, or other damages apply equally as well to the Customer’s suppliers and subcontractors; and

r. an acknowledgement and agreement that the Solution Recipient’s exclusive remedy for any and all costs or damages arising out of, or relating to, use of the Solution within the Services, is against the Customer and not the Company.

9.3 The Customer will be responsible for the acts and omissions of each Solution Recipient as if those acts and omissions are those of the Customer.

10 Network Services

The Company will provide a redundant local area network and static IP addresses from the Customer’s IP pool or “private” non internet routable addresses from the Company’s IP pool. The Company will provide internet routable IP addresses in support of network address translation if required. Internet bandwidth is also available in support of customer environments as an Additional Service.

11 Backup and Restore Service

11.1 Service overview

11.1.1 Where selected under the Order Form, or subsequently ordered via the Cloud Web Portal or an API, the Service provides a multi-tenant backup designed to provide the Customer with system and file backup, and restore services, as described in this paragraph.

11.1.2 This Service does not include the ability for complete restore of a VM and is not a disaster recovery solution.

11.2 The Company will:

11.2.1 perform and store data file backups with the intent of storing the data on a storage area network, consisting of an initial full back up with particular daily incremental backups for files;

11.2.2 monitor and manage backup activity;

11.2.3 design a specific retention policy with the Customer for the backup and file;

11.2.4 perform administration, tuning, optimization, planning, maintenance, and operations management for backup and restore; and

11.2.5 provide and install additional infrastructure capacity for backup and restore, as required and as determined by the Company.

11.3 The Customer will submit:

11.3.1 a request to the Company identifying which files or VMs need to be backed up; and

11.3.2 a service request to restore data from backup media.

11.4 User requested on-demand unscheduled incremental local data backup/restore capability is also available by submitting a service request.

12 Change and Maintenance Management

12.1 The Company will maintain and install updates and fixes as the Company deems appropriate to the Cloud Data Center, any of the Images or any other part of the Services. Services or part of the Services (including the Cloud Web Portal) may not be available during these times.

12.2Scheduled Maintenance

12.2.1 Whilst the Company will not seek the Customer’s approval to execute any Scheduled Maintenance, the Company will use reasonable endeavour to:

s. minimize impact of any Scheduled Maintenance to the Services; and

t. communicate the changes planned for each maintenance window, via the Cloud Web Portal, email, or other methods.

12.2.2 The Scheduled Maintenance window is the particular date(s) and time(s) of each month decided by the Company from time to time.

12.3 Other Change Windows

Whilst it is the Company’s intent to contain all maintenance that may impact the Services, in particular the availability of VMs, storage, network and other Services, during Scheduled Maintenance, other maintenance or changes may be used on an exception basis for management of the environment. The Company will make reasonable endeavours to minimize Customer impact during such change windows and will notify the Customer in advance.

12.4 Emergency Change

The Company reserves the right to interrupt Services to perform Emergency Maintenance as needed and without any notice.

12.5 Customer Requested Change

12.5.1 The Services support change to the Service Options that can be made by the Customer.

12.5.2 To make change to a Service Option, the Customer should submit a change requests via the Cloud Web Portal. Subject to the availability of the Cloud Web Portal, change requests may be made twenty four (24) hours per day, seven (7) days per week. The Customer or End User (or both) may need restart, or reboot of Services Components, such as VMs, following performance of the change.

13 Additional Services Options

13.1 The following Additional Services are available to be ordered by the Customer for an Additional Charge:

13.1.1 Virtual Firewall The Company will provide the Customer with a managed virtual firewall provisioning between multiple virtual local area networks . A primary and backup virtual firewall will be provided for each order.

13.1.2 Virtual Load Balancer Services This Additional Services is a software based virtual load balancer which allows the Customer to dynamically monitor and balance transmission control protocol (TCP) servers and applications in real time.

13.2 The Customer may order or change an Additional Service by completing the relevant Order Form and submitting it to the Company. The supply of Additional Services require extended scheduling and set up activities and are therefore not available to order from the Cloud Web Portal or using APIs.

13.3 Upon acceptance of the Order Form by the Company, the Company will contact the Customer for any scheduling or set up activities as required and will notify the Customer when such Additional Service become available as part of the Service.

14 Changes to the Agreement, the Services, Service Options or Service Components

14.1 The Company may from time to time add new Services or Service Options, or in its reasonable discretion, change Agreement terms or withdraw existing Services or Service Options, in whole or in part.

14.2 The Company will notify the Customer of any such new or changed Service or Service Option, terms or Services withdrawals and the effective date of such by providing notice directly to a Customer Business Manager using current information in the Account. For any withdrawal of a Service or a Service Options or for any change in Agreement terms that affects existing Services, the change will be effective the later of i) 30 days after the date of the notice; ii) the specified effective date.

14.3 The Customer acknowledges its agreement to any of the changes specified in paragraph 14.2 by i) continuing to use or ordering Services after the effective date of the change, ii) allowing Services to renew after receipt of the change notice; or iii) by signing (in writing or electronically, where permitted) an applicable revised Order Form or other change authorization mechanism the Company may provide.

14.4 If the Customer does not accept a change, prior to the change effective date, the Customer is responsible for i) discontinuing use of affected Services prior to the effective date of the change or ii) providing the Company with written notice of its intent not to renew at least thirty days prior to a renewal date. If the Customer does not discontinue use of affected Services prior to the effective date of the change or fails to provide such notice of the Customer’s intent not to renew, and there is a change in the recurring or usage charges, the new charges will apply and the Customer agrees to pay such new charges.

15 Service Commencement and Term

15.1 The Service will commence on the date the Company notifies that the Service is available for use and, subject to earlier termination in accordance with the Agreement, will continue for the Service Initial Term.

15.2 Unless:

15.2.1 a party gives notice to terminate the Service no less than thirty (30) days before the expiry of the Service Initial Term; or

15.2.2 the parties agree a Service Extension Term in accordance with paragraph 15.3, the Service Initial Term will automatically renew for successive Service Renewal Terms until a party gives notice to terminate the Service no less than thirty (30) days prior to the expiry of any Service Renewal Term.

15.3 The parties may at any time prior to expiry of the Service Initial Term agree in writing to a Service Extension Term. Unless a party gives notice to terminate the Service no less than thirty (30) days before the expiry of the Service Extension Term, the Service Extension Term will automatically renew for successive Service Renewal Terms until a party gives notice to terminate the Service no less than thirty (30) days prior to the expiry of any Service Renewal Term.

16 Service charges variation

16.1 The Company has the right to increase the Recurring Charges or Additional Charges (or both) by ten percent (10%) at the commencement of the initial Service Renewal Term immediately following expiry of the Service Initial Term or the Service Extension Term (or both) provided that the Company notifies the Customer of such adjustment not less than thirty (30) days before expiry of the Service Initial Term or the Service Extension Term (as the case may be).

17 Termination

17.1 Customer termination for convenience

17.1.1 The Customer may terminate the Agreement on written notice to the Company, in which event this paragraph 17.1 will apply.

17.1.2 Upon receipt of a termination request, the Company will proceed to close the Account unless there are any active VMs or other active Services.

17.1.3 If there active VMs or other Services are running within the Account, and the Customer has the ability to delete VMs or Service, the Company will send the Customer a confirmation request with Account closing instructions. The Company will not close the Account until the Company receives a confirmation from the Customer that all required closing activities are completed from the Customer. Upon receipt of such confirmation the Company will proceed to close the Account.

17.1.4 The Customer understands that charges continue to accrue for all active VMs and other active Services until the Account is closed.

17.1.5 The Customer remains responsible to the Company for all charges incurred through the effective date of termination and any applicable Termination Fee.

17.2 Termination by the Company

17.2.1 The Company may terminate the Customer’s access to Services, in whole or in part, or terminate any VM or other Services option, or prevent access to any new Services if:

u. the Customer fails to pay charges due as specified in the Agreement

v. continued provision of Services, in whole or in part, or the Customer’s use of Services in whole or in part may cause the Company to violate any law, rule, regulation, governmental policy, or court order;

w. use of Services, in whole or in part, is inconsistent with a contractual commitment owed to, or intellectual property right of, a third party.

17.2.2 The Customer is responsible for paying all charges due and payable up to the date of termination.

18 Termination Fee

18.1 The Termination Fee for the Service is an amount equal to one hundred percent (100%) of the charges for the Service(s) payable for the unexpired remainder of the then current Service Initial Term, Service Extension Term or Service Renewal Term (as the case may be).

18.2 The parties agree that the Termination Fee has been calculated as, and is, a genuine pre-estimate of the loss likely to be suffered by the Company.

19 Customer Representations, Warranties and Acknowledgements

19.1 The Customer represents and warrants that:

19.1.1 its use of the Services will comply with the Company’s security policy, Third Party Agreements, and any other Company policies referenced or set out as an attachment to the Agreement. The Customer is responsible for any services issues that result from the Customer’s failure to adhere to the Company’s security policy, and if applicable, any other the Company’s policies referenced or set out as an attachment to the Agreement;

19.1.2 that the Customer is responsible for the identification and interpretation of any applicable laws, regulations, and statutes that affect the Customer’s existing systems, programs, or Account information or Content to which the Company will have access during the Services. It is the Customer’s responsibility to ensure the systems, programs provision of Account information and Content meet the requirements of those laws, regulations and statutes.

19.2 The Customer acknowledges and agrees that it is the Customer’s responsibility to determine whether the capacity of the Services, Services Components, VMs and Cloud Data Center selected by the Customer, will meet the Customer’s capacity, performance, or scalability needs. The Customer is responsible for planning for and requesting changes to VMs and available Services, including any additional capacity required to support anticipated peaks in demand that may significantly increase web site hits, transaction volumes, or otherwise increase system resource utilization.

20 Suspected Violations

20.1 The Company reserves the right to investigate potential breaches of the Agreement.

20.2  If the Company reasonably determines that a breach the Agreement, then the Company may, in its sole discretion do one or more of the following:

20.2.1 restrict the Customer’s access to the Services;

20.2.2 remove or require removal of any offending Content;

20.2.3 terminate the Agreement for cause; or

20.2.4 exercise other rights and remedies, at law or in equity.

20.3 Except in an emergency or as may otherwise be required by law, before undertaking the activities in paragraph 20.2 of the Service Terms, the Company will attempt to notify the Customer by any reasonably practical means under the circumstances, such as, without limitation, by telephone or e-mail. The Customer is responsible to immediately backup Content prior to any such termination or notify the Company if they have remedied the situation. The Customer is responsible to take such actions within five Business Days. The Customer understands upon termination and Account closing all Content will be lost.

20.4 The Customer will promptly notify the Company of any event or circumstance related to the Agreement, the Customer’s use of the Services and Content of which the Customer becomes aware that could lead to a claim or demand against the Company, and the Customer will provide all relevant information relating to such event or circumstance to the Company at the Company’s request.

21 Indemnification by Customer

21.1 The Customer will defend the Company and its Affiliates and their employees, officers, and directors at Customer’s expense, and pay all costs, damages, and reasonable attorneys’ fees that a court finally awards (or to which the Customer agrees to in any final settlement) for any governmental imposed fines and penalties, or for any third party claim:

21.1.1 that Content or Customer’s use of the Services violates a Customer obligation in paragraphs 7, 19 and 20 of these Service Terms;

21.1.2 that Content infringes a third party’s intellectual property or other rights; or

21.1.3 that is brought by a Solution Recipient or End User is related, directly or indirectly, to the Services.

21.2 For indemnification under this paragraph 21 of these Service Terms, the Company will:

21.2.1 promptly notify the Customer in writing of the claim; and

21.2.2 allow the Customer to control, and will cooperate (subject to reimbursement of any reasonable cost) with the Customer, in the defence of the claim and any related settlement negotiations.

22 Compliance with Laws

22.1 The Customer is solely responsible for complying with laws, rules, and regulations (including without limitation all privacy and data protection laws and regulations) that may be applicable to Content, any personal information that the Customer may provide and the Customer’s use of the Services.

22.2 The Customer agrees not to place or allow any Content or Account information within the Services that require or impose any legal or regulatory compliance by the Company except as expressly stated in the Agreement.

22.3 Regardless of where the Customer, the End Users or Solution Recipient are located when accessing the Services, the Customer agrees to comply with all applicable export and import laws and regulations, associated embargo and sanctions regulations and prohibitions on export for certain end uses or by any prohibited end users. The Customer is prohibited from exporting, re-exporting, diverting transfer, disclosing or permitting access to any portion of the Services, Enabling Software, Content, or related technical information, directly or indirectly, in violation of export and import laws and regulations.

22.4 The Customer agrees to provide all information necessary, in connection with the Services, to (i) determine all relevant export authorizations and (ii) export and import the Content. The Customer shall be fully responsible for the correctness of information provided by the Customer and any use of it to comply with applicable regulations.

22.5 The Company will advise the Customer of Cloud Data Center location(s) and the Customer may be able to select which Cloud Data Center that the Services will be delivered from. The Customer acknowledges that the Company may use global resources (non-permanent residents used locally and personnel in locations worldwide) to remotely support the delivery of Services. The Customer represents that no Content accessible to the Company for the Services will require an export licence or is restricted from export to any of the Company group’s global resource or personnel under applicable export control laws.


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The Customer hereby agrees to grant to the Company a non-exclusive, worldwide, royalty-free, fully paid-up license during the term of the Agreement to use the Customer’s trade marks, marks, logos or trade names in connection with the Company’s provision of Services (including support of Services) to the Customer and to be listed as a customer of the Services by the Company or its designees. The license granted in this paragraph will include the right for the Company to sublicense its Affiliates and any Third Parties providing all or part of the Services on behalf of the Company to achieve the foregoing.

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