Scope. This Solution Specific Schedule – GoAnywhere MFTaaS & Globalscape Arcus (“Schedule”) sets forth additional terms and conditions regarding Client’s use of Fortra’s hosted secure-file-transfer-as-a-service (“SFTaaS”) Solutions, GoAnywhere MFTaaS and Globalscape Arcus, applicable as identified on an Order Form. This Schedule will control in case of any conflict between the terms and conditions in this Schedule and the Master Solutions Agreement (“Agreement”) with respect to the SFTaaS Solutions referenced herein.
Definitions. For the purposes of this Schedule, the following terms have the meanings set forth below. Capitalized terms not defined herein have the meaning given to them in the Agreement.
“Content” means any data or document owned or licensed by Client that is loaded into a Subscription Service by Client.
“Personal Information” means any information relating to an identified or identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal Information is Confidential Information. Client acknowledges that it does not disclose Personal Information to Fortra when it uses GoAnywhere transfer Personal Information to any recipients
“Subscription Services” means the hosted SFTaaS Solution licensed for use by Client under this Agreement, including (i) software (and all updates, add-ons, and enhancements thereto) provided by Fortra for use in conjunction with the SFTaaS Solution and (ii) associated Maintenance Services. Subscription Services are not Professional Services.
Rights, Restrictions, and Responsibilities.
Subscription Services. Subject to the terms and provisions of this Agreement, including Client’s payment obligations, Fortra hereby grants to Client, and Client hereby accepts, a limited non-exclusive, non-transferable, non-assignable, and worldwide license for the Subscription Period to access and use the Subscription Services in third party cloud platform or infrastructure chosen by Fortra and in object code/executable form for internal business purposes in the quantities set forth in the applicable Order Form, along with the applicable Documentation. Upon payment of the fees, Fortra shall deliver a key to make the current version of the Subscription Services available to Client. The Subscription Services shall be deemed delivered and accepted once made available to Client and the license to the Subscription Services shall commence upon such delivery. Client’s use of the Subscription Services is subject to Fortra’s then current privacy policy.
Agreement to Comply with Third-Party Infrastructure Terms. Client and Fortra hereby agree to comply with the applicable third party infrastructure terms set forth at Microsoft Client Agreement (for Globalscape Arcus) and/or AWS Customer Agreement (for GoAnywhere MFTaaS).
Restrictions. Client specifically agrees to limit the use of the Subscription Services, Documentation, and Third-Party Software (if any) in accordance with the Masters Solutions Agreement. Client shall not (i) use the Subscription Services other than for Client’s own internal business purposes; (ii) outsource, sublicense, resell, or otherwise allow use of the Subscription Services for the benefit of any third party; (iii) permit timesharing or service bureau use or otherwise commercially exploit or make the Subscription Services, Documentation, or Third-Party Software available to any third party other than as expressly permitted under the terms of the Agreement; (iv) attempt to circumvent, disable or defeat the limitations on Client’s use of the Subscription Services which are encoded into the Subscription Services and/or Third-Party Software’s key; (v) use the Subscription Services and/or Third-Party Software (a) to violate any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination and/or false advertising); (b) in any application that may involve risks of death, personal injury, severe property damage or environmental damage, or in any life support applications, devices or systems; or (c) such that the total number of Authorized Users or Authorized Devices in excess of the total Seats or other license metric allocated to Client as reflected in the applicable Order Form; (vi) file copyright or patent applications that include the Subscription Services and/or Third-Party Software or any portion thereof; (vii) use the Third-Party Software within any other applications or products other than with the Subscription Services; (viii) make any Client copies of the Subscription Services and/or Third Party Software except with the prior written approval of Fortra and for nonproduction backup purpose only; (ix) disclose results of any Subscription Services or program benchmark tests without Fortra’s prior written consent; (x) combine the Subscription Services with any other services or software to create a commercially available solution.; or (xi) except as expressly provided herein, copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, any part of the Subscription Services.
Client’s Responsibilities in Using the Solution. Client shall: (1) use the Solution only in accordance with this Agreement and applicable laws and government regulations; (2) prevent unauthorized access to or use of the Solution, and notify promptly of any such unauthorized access or use; (3) safeguard the authentication credentials that Client uses to access the Solution and not share any authentication credentials with any third party; (4) be solely responsible for the use of appropriate safeguards to protect against unauthorized access or use of any data transmitted using the Solution; and (5) be solely responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of any data transmitted including, without limitation, Personal Information, trade secrets, confidential business information, or intellectual property.
Administration of Subscription Services. Client shall be solely responsible for administration of the Subscription Services and for the acts and omissions of Client’s administrator users and any other user who accesses the Subscription Services with Client account credentials. Fortra shall not be liable for any loss of data or functionality caused directly or indirectly by such administrator users. Client agrees to make every reasonable effort to prevent unauthorized third parties from accessing or using the Subscription Services. Fortra may modify the Subscription Services with or without notice to Client. Clients are responsible for assessing the suitability of the Subscription Services for Client’s intended use. By using the Subscription Services, Client accepts responsibility for use of the Subscription Services, and acknowledge that they meet Fortra requirements and enable Fortra’ compliance with applicable laws.
Third-Party Software. Third Party Software that may be appropriate or necessary for use with the Subscription Services or Software may be specified in the Documentation or on other portals or websites as applicable.
Client’s Content for Subscription Services. Client at all times retains full right, title and interest to its Content. Client represents and warrants that, to its actual or constructive knowledge, the use or transmission of the Content does not violate any applicable laws. Fortra strongly recommends that Client maintain appropriate backup copies of the Content.
License to Content. Fortra does not, directly or indirectly, have the ability to view the Content; however in order to provide the Subscription Services, certain rights to the Content are required. To that end, Client hereby grants Fortra a non-exclusive, non-transferable (subject to the Assignment section of the Agreement), royalty-free, right to process and display Content during the Term, solely to the extent necessary to provide the Subscription Services hereunder.
Feedback. Fortra shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate in the Subscription Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the Subscription Services (“Feedback”). In no event shall feedback be deemed to be Client Confidential Information.
Personal Information. Subject to Section 4 of the Agreement, in providing the Subscription Services hereunder, Client may disclose Personal Information to Fortra. If applicable, Fortra shall process all Personal Information in accordance with the Fortra Data Processing Addendum located at https://www.fortra.com/legal/data-processing-agreement.
Future Features and Functionality. Client agrees that any purchases under this Agreement are not contingent on the delivery of any future feature or functionality or dependent on any oral or written public or private comments made by Fortra regarding future features or functionality. Fortra may release improvements and other features and functionality in its discretion. Some features and functionality may be available only with certain versions of the Subscription Services.
Incorporated Addenda. Addenda incorporated herein by reference, applicable on a case-by-case basis depending on the Solution(s) ordered and the scope of Client’s authorized use in compliance with the Agreement:
GoAnywhere SaaS Policies and GoAnywhere MFT Client Care Manual
Globalscape Arcus Service Level Policy
Fortra Data Processing Agreement