This Schedule will control in case of any conflict between the terms and conditions in this Schedule and the Agreement with respect to Fortra’s Digital Guardian Cloud Services.
1. DEFINITIONS
1.1. “Authorized Users” is as defined in the Agreement.
1.2. “Cloud Components” means such elements of the Cloud Services as Fortra hosts on its computers pursuant to the applicable Order Form.
1.3. “Cloud Services” means, collectively, Fortra’s Digital Guardian cloud services (e.g., Digital Guardian Software as a Service offerings and related Digital Guardian software) listed in the Order Form.
1.4. “Digital Guardian Software as a Service (SaaS)” – Fortra provides a SaaS offering that delivers agent management, advanced data analytics and workflows driven from data collected from Digital Guardian Agents and/or Digital Guardian Appliances (each as described in the Service Specifications).
1.5. “Services Environment” refers to the combination of hardware and software components owned, licensed or managed by Fortra to which Fortra grants Client and its Authorized Users access as part of the Cloud Services which Client has ordered. As applicable and subject to the terms of the Agreement and the Order Form, Client Data may be hosted in the Services Environment.
1.6. “Service Specifications” means the service descriptions that are applicable to the Cloud Services, including any hosting, support and security policies and other descriptions referenced or incorporated in such descriptions or the Order Form.
1.7. “Subscription Period” is as defined in the Agreement.
1.8. “Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of the Cloud Service and made available to Client through, within, or in conjunction with Client’s use of the Cloud Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, data libraries and dictionaries, and marketing data.
2. CLOUD COMPONENTS & USE OF THE SYSTEM IN GENERAL
2.1. Use of the Cloud Services. During the Subscription Period, Client may access and use the Cloud Components pursuant to: (a) the terms of any outstanding Order Form, including such features and functions as the Order Form requires; and (b) Fortra’s policies posted on its website, as such policies may be updated from time to time.
2.2. Service Specifications. The Cloud Services are subject to and governed by the Service Specifications. Service Specifications may define provisioning and management processes applicable to the Cloud Services, types and quantities of system resources, functional and technical aspects of the Cloud Services, as well as any Cloud Services deliverables, if applicable. Client acknowledges that use of the Cloud Services in a manner not consistent with the Service Specifications may adversely affect Cloud Services performance and/or may result in additional fees.
Fortra may make changes or updates to the Cloud Services(such as infrastructure, security, technical configurations, application features, etc.) during the Subscription Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third Party Software. The Service Specifications are subject to change at Fortra’s discretion.
2.3. Documentation: Client may reproduce and use the Documentation solely as necessary to support Authorized Users’ use of the Cloud Services.
3. RIGHTS GRANTED
3.1. Usage Rights. For the duration of the Subscription Period and subject to Client’s payment obligations, and except as otherwise set forth in the Agreement or the Order Form, Client has the non-exclusive, non-assignable, worldwide limited right to access and use the Cloud Services that Client ordered, including anything developed by Fortra and delivered to Client as part of the Cloud Services, solely for Client’s internal business operations and subject to the terms of the Agreement and Client’s Order Form, including the Support Terms and Conditions(as defined below). Client may allow Authorized Users to use the Cloud Services for this purpose and Client is responsible for its Authorized Users' compliance thereof. Client does not acquire under the Agreement any right or license to use the Cloud Services in excess of the scope and/or duration of the Cloud Services stated in the Order Form. Upon the end of the Cloud Services ordered, Client’s right to access and use the Cloud Services will terminate.
3.2. Client Data. To enable Fortra to provide Client the Cloud Services, Client grants Fortra the right to use, process and transmit, in accordance with the Agreement and the Order Form, Client Data for the duration of the Subscription Period plus any additional post-termination period during which Fortra provides Client with access to retrieve an export file of Client Data.
3.3. Delivery. Except as otherwise expressly set forth in the Order Form for certain Cloud Services offerings, Client acknowledges that Fortra has no delivery obligation for any other Solutions and will not ship copies of such programs to Client as part of the Cloud Services.
3.4. Third Party Software. As part of the Cloud Services offerings, Fortra may provide Client with access to Third Party Software. The third party owner, author or provider of such Third Party Software retains all ownership and intellectual property rights in and to that content, and Client’s rights to use such Third Party Software are subject to, and governed by, the terms applicable to such content as specified by such third party owner, author or provider, unless otherwise specified in Client’s Order Form.
4. CLIENT DATA & PRIVACY
4.1. Use of Client Data. Unless it receives Client’s prior written consent, Fortra: (a) will not access, process, or otherwise use Client Data other than as necessary to facilitate the Cloud Services; and (b) will not intentionally grant any third party access to Client Data, including without limitation Fortra’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Fortra may disclose Client Data as required by applicable law or by proper legal or governmental authority. Fortra, if permitted by law, will give Client prompt notice of any such legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise to contest such required disclosure, at Client’s expense.
4.2. Risk of Exposure. Client recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Cloud Services, Client assumes such risks. Fortra offers no representation, warranty, or guarantee that Client Data will not be exposed or disclosed through errors or the actions of third parties.
4.3. Data Accuracy. Fortra will have no responsibility or liability for the accuracy of data uploaded to the Cloud Services by Client, including without limitation Client Data and any other data uploaded by Authorized Users.
4.4. Data Deletion. Fortra may permanently erase Client Data if Client’s account is delinquent, suspended, or terminated for 30 days or more.
4.5. Sample Match Services and Sample Match Data. Fortra’s Digital Guardian software employs certain features that may collect sensitive data or other information about Client and Client’s Authorized Users, including but not exclusive to names, addresses, e-mail addresses, social security numbers, credit card numbers or any other information. This information may be collected when the Client deploys the Digital Guardian service, with rules that would match these sensitive data types. A sample of this data is then transmitted and stored via encrypted services to the Digital Guardian reporting repository to be later used by the Client in the normal course of reviewing event/alert information within the Digital Guardian software (collectively, “Sample Match Data”). The collection of Sample Match Data may be necessary to provide Client and Client’s Authorized Users with the relevant Digital Guardian software functionalities as specifically ordered by Client (“Sample Match Services”). By default, Sample Match Data collection is disabled, and a dedicated add-on module license is required for Sample Match Data collection enablement. Fortra will use the Sample Match Data only to provide to Client the Digital Guardian software as enabled. Client is solely responsible for the content of all Sample Match Data. Client will secure and maintain all rights to the Sample Match Data necessary for Fortra to provide the Digital Guardian software to Client without violating or infringing on the rights (including but not limited to the privacy and intellectual property rights) of any third party or otherwise obligating Fortra to Client or to any third party.
5. CLIENT RESPONSIBILITIES & RESTRICTIONS
5.1. Acceptable Use. Client will not: (a) use the Digital Guardian software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Digital Guardian software, except Client’s employees and agents as specifically authorized by the Agreement; (b) provide Digital Guardian software passwords or other log-in information to any third party, except Client employees or agents as specifically authorized by the Agreement; (c) share non-public Digital Guardian software features or content with any third party; or (d) access the Digital Guardian software in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Digital Guardian software, or to copy any ideas, features, functions or graphics of the Digital Guardian software. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Authorized Users, Fortra may suspend Client’s access to the Digital Guardian software without advanced notice, in addition to such other remedies as Fortra may have. This provision does not require that Fortra take any action against Client or any Authorized User or other third party for violating this Section 5.1 or the Agreement, but Fortra is free to take any such action it sees fit.
5.2. Unauthorized Access. Client will take reasonable steps to prevent unauthorized access to the Digital Guardian software, including without limitation by protecting its passwords and other log-in information. Client will notify Fortra immediately of any known or suspected unauthorized use of the Digital Guardian software or breach of its security and will use best efforts to stop such breach.
5.3. Compliance with Laws. In its use of the Digital Guardian software, Client will comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Client Data.
5.4. Client Agents & Other Users. Client is responsible and liable for: (a) Client’s agents’ and Authorized Users’ use of the Digital Guardian software, including without limitation unauthorized user conduct and any user conduct that would violate the requirements of the Agreement applicable to Client; and (b) any use of the Digital Guardian software through Client’s account, whether authorized or unauthorized.
6. SOFTWARE SUPPORT
6.1. Software Support. Subject to payment by Client of amounts due hereunder, Fortra will support licensed Cloud Services pursuant to the current support terms (“Support Overview”). Fortra may change the Support Overview from time to time. Software support for the Cloud Services licensed hereunder commences upon the effective date of the relevant Order Form and continues for the Subscription Period as set forth in such Order Form.