CenturyLink Provided Third Party Software
Customer will not use, and will not authorize any third party to use, any software with the Services, including without limitation the CenturyLink APIs, in any manner that may require, pursuant to any applicable license, that any CenturyLink Services, components thereof, or other intellectual property of CenturyLink or its licensors be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients.
In conjunction with the Cloud Services, you may be allowed to use certain software developed and owned by third parties (“Third Party Software”). The Customer’s election to use the Third Party Software constitutes acceptance of the additional terms and conditions either identified below or located at the applicable URL.
and for third party licenses: http://www.cloudera.com/content/cloudera/en/documentation/Licenses/Third-Party-Licenses/Third-Party-Licenses.html
Red Hat RHEL http://www.redhat.com/en/about/red-hat-end-user-license-agreements
Geotrust (Linux & Windows)
Apache Httpd Open SSL, Web and Tomcat
In conjunction with the Cloud Services, you may elect to use certain software developed and owned by Microsoft or its licensors (collectively, “Microsoft Software”). If you choose to use the Microsoft Software, Microsoft and its licensors require that Customer agrees to these additional terms and conditions.
- Customer shall not remove, modify or obscure any copyright, trademark or other proprietary rights or notices that are contained in or on the Microsoft Software; or transfer or use the Microsoft Software outside of the Cloud Services.
- Microsoft disclaims, to the extent permitted by law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Cloud Services.
- Microsoft or its suppliers is not responsible for providing any technical support related to the Microsoft Software or the Cloud Services.
- The Microsoft Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. Customer or any of its users do not have the right to use the Microsoft Software in any application or situation where the Microsoft Software’s failure or interruption could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of Microsoft Software for administrative purposes, to store configuration data, engineering and/or configuration tools or other non-control applications, the failure of which would not result in death, personal injury or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. Customer shall indemnify and hold CenturyLink harmless from any third party claim arising out of use of the services in violation of this Section 3(d).
- Customer consents to the disclosure of certain Customer information, including by way of example name, address, product use by type.
- CenturyLink reserves the right to disconnect access to Microsoft Software if it becomes aware of or believes in good faith of any violation of these terms. In addition, Customer agrees to cooperate in good faith with CenturyLink to investigate and remedy the non-compliance.
Any add on services, including Managed Backup, and any other managed application services, including Managed MySQL or Managed Microsoft SQL are subject to the applicable Service Schedule and Service Guide.
Mobile Access to CenturyLink Cloud Services. If applicable, authorized users may access certain CenturyLink Cloud Services through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement.
Cloud Application Manager
The terms in this Section 4 apply only to Cloud Application Manager Services then available and purchased prior to April 25, 2017. Cloud Application Manager purchased on or after April 25, 2017, are governed by separate terms and conditions.
Any services and features that have been added to the Cloud Application Manager Service since April 25, 2017 which are not addressed in the CenturyLink Cloud Schedule or the CenturyLink Cloud Supplemental Terms are governed by CenturyLink’s standard terms and conditions for such Cloud Application Manager services, including the Cloud Application Manager Supplemental Terms. Your election to purchase such services constitutes your acceptance of such terms.
Customer acknowledges and agrees that certain Cloud Service Provider "CSP" services are not available in all geographical locations or markets or customer segments. CenturyLink reserves the right to restrict access to certain CSPs at its discretion and/or as directed by the applicable CSP.
For Cloud Application Manager Services purchased prior to April 25, 2017 Microsoft and AWS CSP services are available only to non-government Customers with a legal and billing address in the United States. CSP services available in other geographic locations are subject to separate terms.
- Description. Cloud Application Manager enables the customer to automate deployment of applications, enable cost control and user governance, auto scale applications and manage applications and infrastructure across public clouds (e.g. AWS, Azure, CenturyLink Cloud) and private clouds (via OpenStack and VSphere). Cloud Application Manager is available as software as a service (“SaaS”) or a downloadable virtual appliance. For virtual appliance Customers, CenturyLink will deliver to Customer access to a downloadable instance of Cloud Application Manager. The Cloud Application Manager is licensed to Customer (and any employee authorized by Customer) under the terms and conditions set forth below.
- License Grant. CenturyLink hereby grants to Customer a nonexclusive, non-transferable, worldwide, subscription-based license to install, test, and use, the Cloud Application Manager, including embedded software components and use of all documentation associated therewith, but only for Customer’s internal business operations. The license granted to Customer in this Section 4 applies to both SaaS and virtual appliance versions of Cloud Application Manager. Notwithstanding anything to the contrary in the Agreement, CenturyLink reserves the right to make any updates, error corrections, bug fixes, and other modifications to the Cloud Application Manager. The licenses granted herein are conditioned upon payment of the subscription fees and are subject to the terms set forth herein and in the Agreement between Customer and CenturyLink.
- Termination. Customer is responsible for providing notice of termination for any Cloud Application Manager Services to Cloud Application Manager Support to ensure any applicable recurring billing charges are terminated. Customers utilizing Cloud Application Manager via an on premise virtual network appliance must immediately cease use of and delete all instances of the software as of the effective date of termination. CenturyLink’s enforcement of this provision shall survive the termination of the Cloud Application Manager Services and/or Agreement.
- Cloud Service Provider. In addition to the terms identified in the Cloud Application Manager Supplemental Terms, the following provisions shall apply if Customer elects to purchase CSP services from CenturyLink.
Customer authorizes CenturyLink to collect and share certain Customer information with partner CSPs for the purposes of assistance in setting up accounts, complying with CSP license terms and/or in connection with monitoring for and responding to misuse or suspected misuse of the Services by Customer. The information required to be collected and shared by CenturyLink may vary by CSP. CenturyLink, on behalf of itself or an applicable CSP, reserves the right to immediately suspend or terminate the Services (and availability of any CSP offering) upon notice in the event CenturyLink (or the CSP) reasonably determines, becomes aware of or suspects misuse of the Services (or CSP offering) by Customer, if any use or action or suspected use or action exposes or threatens to expose CenturyLink (or the CSP) to liability, obligation, security risk, violation of law or breach of its underlying agreement with the applicable CSP.
CenturyLink shall have no liability for any damages whatsoever arising from or related to the services provided by a CSP or any failure, interruption, suspension or termination of services provided by a CSP or any failure of security standards implemented by a CSP. Customer's sole remedy for any CSP provided services are provided in the applicable terms between the Customer and the CSP. Notwithstanding anything to the contrary, CenturyLink shall not be obligated to provide any indemnity to Customer for any services provided by a CSP or any interruption, failures or termination of services provided by a CSP.
- Authorization. Customer agrees that: (i) it will provide accurate and complete information as requested by CenturyLink in connection with its registration for the Services; and (ii) any registrants, authorized users placing orders for Service on its behalf have full legal capacity to do so and are duly authorized to do so and to legally bind Customer to the Agreement and all transactions conducted under Customer's account.
- Authorized Users. Customer agrees to safeguard the Cloud Application Manager so as to ensure that no unauthorized person will have access to it or allow access beyond the authorized number of subscribers, and that no persons authorized to have access will make any unauthorized use. Customer will promptly report to CenturyLink any unauthorized use of the Cloud Application Manager of which Customer becomes aware and will take such further steps as may reasonably be requested by CenturyLink to prevent unauthorized use thereof.
- Indemnity. Customer will indemnify, defend and hold harmless CenturyLink, its Affiliates and licensors from and against any losses arising out of or relating to any third party claim concerning (i) Customers’ or its users use of the Service and/or any CSP offering in a manner not authorized by this Agreement and/or any unauthorized use or access of the Service; (ii) alleged infringement or misappropriation of any third party rights by Customer or any users who access the Service through Customer.
- Ownership. Customer receives no rights to the Cloud Application Manager and any software or documentation other than those specifically granted within this Section 4 of the Supplemental Terms. CenturyLink and its licensors own all right title and interest in and to the software and the documentation including without limitation all copyright and other intellectual property rights therein. Nothing in these terms transfers to Customer any title to or any proprietary or intellectual property right in or to the Cloud Application Manager and any software, documentation, updates, modifications, or derivative works therefrom and Cloud Application Manager shall be deemed to be confidential information. Customer acknowledges that the Cloud Application Manager may contain software licensed from third parties. All rights in and to any such third party software, data and servers are reserved by and remain with the applicable third parties. Customer agrees that such third parties may enforce their rights against Customer directly in their own names.
- Restrictions. To the maximum extent permitted by law, Customer will not (a) modify, reverse engineer, decompile, disassemble, attempt to derive the source code, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law); (b) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer access to Cloud Application Manager to any third party; (c) make any copy of or otherwise reproduce any instance of Cloud Application Manager (or any of the browser screens comprising user interface) except for those copies necessarily made by the personal computer and Internet browser that are running Cloud Application Manager; (d) use the Cloud Application Manager in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Section 4 or the Agreement.
- Customer Obligations. Customer will be solely responsible for, by way of example, the following: (a) providing, maintaining, and updating all hardware, software, and communications capabilities as required for use of Cloud Application Manager, including, without limitation, personal computers; (b) providing and maintaining, at all times during the term of the Agreement, the Internet access necessary for Customer's use of the Cloud Application Manager and it shall be deemed confidential information. Customer's failure to meet the responsibilities in this section may forfeit the SLA or result in CenturyLink's inability to provide the service to Customer. Customer is solely responsible for properly configuring and using the Cloud Application Manager and taking its own steps to maintain appropriate security, protection and backup of applicable content, which may include the use of encryption technology to protect content from unauthorized access and routine archiving of content. Given that Customer can self-provision and self-configure the Services and the Customer environment in ways that may reduce their security, notwithstanding anything else to the contrary in the Agreement, Customer acknowledges that it and not CenturyLink will be responsible for whether the Cloud Application Manager and Customer environment are configured in a secure manner. In addition, Customer is solely responsible for compliance related to the manner in which the Cloud Application Manager is used or accessed by Customer or its authorized users.
- Audit Right. Customer will retain records and supporting documentation sufficient to document its compliance with this Agreement, including usage of the Service and the fees payable for the Cloud Application Manager during the term of the applicable Agreement and for at least three years following the end of such term. With no less than 10 days prior written notice, Customer will provide to CenturyLink’s employees or agents (“Auditors”) access during normal business hours to Customer’s records and documentation necessary and/or appropriate for the purpose of determining compliance with this Agreement, including whether calculations of the fees payable under this Agreement are accurate and in accordance with the Agreement (an “Audit”). Customer will use commercially reasonable efforts to assist such Auditors in connection with such Audits. CenturyLink will provide a copy of their final report to Customer. If any audit reveals non-compliance by Customer and/or unpaid fees, Customer shall promptly remediate the non-compliance and pay such unpaid fees. CenturyLink may exercise its rights under this section any time it, its vendors or any CSP has a good faith reason to believe that Customer or its representatives are in violation of its obligations under the Agreement or using Services in any manner that may adversely impact CenturyLink or its applicable vendors. In addition, CenturyLink may further exercise its rights under this section for any other reason at any other time not to exceed once every 12-month period. Customer is responsible of reimbursing CenturyLink for all reasonable and appropriate out-of-pocket costs incurred in connection with the applicable audit. This section is not deemed a waiver of CenturyLink’s right with respect to any remedies or rights under any applicable termination section.
- Export Control. Customer will obey and comply with any and all applicable United States laws, rules, and regulations governing the export of Cloud Application Manager.