1. Scope. With respect to Fortra’s Tripwire Solution, this Schedule sets forth additional terms and conditions regarding Client’s use of the ExpertOps managed services (“Services”) as identified on an Order Form, and purchase of Professional Services relating to such Services. Notwithstanding any reference to “purchase” in this Schedule or in an Order Form, Software is licensed, not sold. 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 Fortra’s Tripwire Solution.
2.Definitions. Capitalized terms not defined herein have the meaning given to them in the Agreement.
- 2.1. Administrative Data” means limited personal contact information, such as name, telephone number and email address, of a party’s representatives who are directly involved in the administration and management of the Agreement and the Services provided under the Agreement, including, without limitation, personal contact information of registered users provided as part of the Services registration process.
- 2.2. "Collected Data" means technical data generated from use of the Services regarding use, performance and types of environments scanned, which Fortra may collect and use on an aggregated, anonymized basis only to (a) optimize and improve its products and services, or otherwise operate Fortra’s business; and/or (b) analyze, publish and report on industry trends. Collected Data does not include Client Content.
- 2.3. “Client Content” in the context of this Schedule, means all Client system information provided by Client, and configuration information accessed or managed by Fortra in the performance of the Services, excluding Administrative Data and Collected Data.
- 2.4. “Hosted Service” means the managed service offering hosted by Fortra, as described in the Service Description, including any updates, enhancements, and new features to such offering that Fortra makes available during the Term at no additional charge. The Hosted Service also includes the installation, implementation, and configuration of Software related to use of the Hosted Service, provided by Fortra.
- 2.5. “Remote Operations” means the remote management by Fortra of Client’s on-premise Software, as described in the Service Description. Remote Operations also includes any updates, enhancements, and new features to such offering that Fortra makes available during the Term at no additional charge. Remote Operations requires at least one year of support. Fortra will provide Client with technical support and new releases that Fortra makes generally available in accordance with Fortra’s Support Policies in effect at the commencement of each support term, found at www.tripwire.com/terms.
- 2.6. “Professional Services” means professional consulting services and training offerings identified in an Order Form and provided by Fortra per the Tripwire Professional Services Schedule. Examples of such additional Professional Services are listed in the Service Description under ‘Excluded Services.’ Such Professional Services are available on a time and expense basis and will be quoted separately.
- 2.7. “Service” means, except where specifically stated otherwise, both methods of provision of the Tripwire ExpertOps managed service: Hosted Services and Remote Operations. Service does not include Professional Services or Cloud Services.
- 2.8. “Service Description” means the description of Services for the Service Tier, in effect at the commencement of each Term, available upon request.
- 2.9. “Service Level Agreement” or “SLA” is the Service Level Agreement for the Service Tier, in effect at the commencement of each Term, available upon request.
- 2.10. “Service Tier” means the Services level (defined in the Services Description) selected by Client, as identified in the Order Form.
- 2.11. “Software” means (a) for Remote Operations, Tripwire software products purchased separately by Client and installed on Client systems by Client or, if purchased, with the assistance of Tripwire Professional Services; and (b) for Hosted Services, Tripwire software products, identified in an Order Form, used to provide the Hosted Service during the Term, including all new releases provided by Fortra as part of the Hosted Service during the Term.
- 2.12. “Term” means the initial minimum period of time for which Client commits to purchase and pay for Services, as set forth in an Order Form, or any subsequent, sequential Service period for which Client places an Order Form. Unless stated otherwise in an Order Form, each Term will be twelve months.
3. The Service.
- 3.1. General Description. The Services pertain to Fortra’s delivery of the certain Tripwire Software as a managed service. The Service may be hosted by Fortra in the cloud (“Hosted Service”) or may be available via remote management of the Client’s on-premises Software solutions licensed to Client separately (“Remote Operations”). Fortra shall make the Services available to Client during the Term pursuant to this Schedule, the relevant Order Form, and the relevant published Service Descriptions and SLA. Client may increase the number of monitored nodes and/or upgrade the Service Tier during a Term by placing an order and paying the applicable fees. Client’s access to and use of the Services from certain countries may be restricted by applicable laws and may be subject to technical limitations of the Services.
- 3.2. Delays. Any delays in Fortra’s ability to perform Professional Services or deliver the Service caused by Client may result in additional applicable charges for Fortra resource time.
- 3.3. Delivery, Term and Renewal. All Software is delivered electronically. The Remote Operations offering is provided in full month increments and the initial Service Term begins on the first day of the month in which the Service is activated. For the Hosted Service, the initial Service Term (i) begins on the day in which Fortra provides to Client user access credentials to the ExpertOps console, proxy appliances, and Tripwire Enterprise agents for download, and (ii) continues for the Term specified in the Order Form. The Term will not automatically renew; Client must place an Order Form for each renewal Term. Fortra may notify Client of the planned end of availability of a given Service by giving at least six (6) months prior written notice before such end of Service availability. This notice may be given by email to Client’s then-current business or technical contact, and/or by publication on the applicable interface(s) through which Client’s administrator interacts with the Service. During such notice period, Fortra will continue to provide the Service as described herein.
- 3.4. Limited Warranty; Disclaimers. During each Term, Fortra will use commercially reasonable efforts to provide the Service in substantial conformance to the Service Description and Service Level Agreement. FORTRA’S ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDY FOR A BREACH OF THE WARRANTY IN THIS SECTION 3.6 WILL BE TO PROVIDE THE APPLICABLE SLA CREDIT TO CLIENT AS DESCRIBED IN THE SERVICE LEVEL AGREEMENT, PROVIDED CLIENT HAS GIVEN FORTRA A WRITTEN REQUEST FOR THE SLA CREDIT WITHIN 10 DAYS AFTER THE DATE ON WHICH THE EVENT GIVING RISE TO THE SLA CREDIT OCCURRED.
- 3.5. Support. The Service includes access to customer support as described in the Service Description.
4.Data.
- 4.1. PCI DSS Responsibility Matrix. The parties acknowledge that, except for Remote Operations, compliance with specific PCI DSS requirements for cardholder data environments that the Service accesses shall be the responsibility of Client, Fortra, or shared, as enumerated in the PCI DSS responsibility matrix, available upon request. Fortra will not be liable for the disclosure, monitoring, loss, alteration or corruption of Client Content to the extent it results from Client’s failure to implement reasonable security measures to protect against unauthorized use of facilities, computers, network access devices or passwords.
- 4.2. Protection of Client Content. For Hosted Services, excluding Remote Operations, Fortra will maintain administrative, physical, and technical safeguards for the purpose of protecting the security, confidentiality and integrity of Client Content, as described in the SOC 2 audit in effect at the commencement of a Term, which is available on request. Fortra will use commercially reasonable efforts to avoid (a) disclosing Client Content except as compelled by law in accordance with the Agreement or as expressly permitted in writing by Client; or (b) accessing Client Content except to provide the Services or prevent or address service or technical problems, or at Client’s request in connection with Client support matters.
- 4.3. Restoring Client Content. In the event of any inadvertent deletion or corruption of any Client Content that is stored on the Hosted Service, Fortra will use commercially reasonable efforts to restore the deleted or corrupted Client Content from the latest backup of such Client Content that Fortra maintains in accordance with Fortra’s standard archival procedures. FORTRA’S EFFORTS TO RESTORE DELETED OR CORRUPTED CLIENT CONTENT PURSUANT TO THIS SECTION 4.3 WILL CONSTITUTE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND FORTRA’S SOLE LIABILITY FOR OF ANY DELETION OR CORRUPTION OF CLIENT CONTENT. This Section 4.3 does not apply to Remote Operations
- 4.4 Excluded Data and Erasure. Other than Administrative Data, Fortra does not require access to, and Client shall not provide, Excluded Data. Client must inform Fortra of any Excluded Data within Client Content promptly after discovery and take all necessary action to cease the transmission of Excluded Data. If Client inadvertently discloses any Excluded Data in the course of receiving Services, Fortra will (a) at Client’s direction either return such information to Client or destroy such information as soon as Fortra becomes aware of such disclosure; and (b) treat such information as Confidential Information under the terms of this Agreement.
- 4.5. Administrative Data. Each party may provide Administrative Data to the other party. Recipient may store the Administrative Data in databases located and accessible globally by their respective personnel and use it for purposes reasonably necessary to the administration of this Agreement.
5. Non-Solicit. Client acknowledges that the Services to be performed under this Statement of Work require highly trained individuals and that Fortra expends significant resources to properly train and educate such individuals. Client will not solicit or offer employment to any Fortra employee who performs Services under this Statement of Work during the term of this Statement of Work and for a period of six (6) months thereafter.