The following Supplemental Terms apply only to the specific Cloud Services to which the Supplemental Terms relate. In the event of a conflict between the terms of these Supplemental Terms and the terms of the CenturyLink Customer agreement or other agreement governing use of the Cloud Services (the “Agreement”), the terms and conditions of these Supplemental Terms apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.
Universal Supplemental Cloud Terms (Applicable to all Cloud Services)
- If CenturyLink reasonably believes any Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including the documentation, the Cloud Terms, or the Acceptable Use Policy) (“Prohibited Content”), CenturyLink will notify Customer of the Prohibited Content and may request that such content be removed from the Cloud Services or access to it be disabled. If the Prohibited Content is not removed or disabled within three business days of our notice, CenturyLink may remove or disable access to the Prohibited Content or suspend the Cloud Services to the extent it cannot be removed or disabled.
- From time to time, CenturyLink may offer free or discounted pricing programs covering certain usage of the Services (each, a “Special Program”). CenturyLink may stop accepting new sign-ups or discontinue a Special Program at any time. Standard charges will apply after a Special Program ends or if Customer exceeds the limitations by the Special Program. Customer is responsible for complying with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) for the Special Program as described in the offer terms for the Special Program or on the pricing page for the eligible Cloud Service(s). Access to or use of the Cloud Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., establishing multiple CenturyLink accounts in order to receive additional benefits under a Special Program) is prohibited and Customer’s account may be immediately terminated without notice. CenturyLink is not responsible for data stored or instances provided as part of a Special Program.
- CenturyLink or its suppliers may collect and process, and share with each other, "Relationship Data" and "Usage Data" solely for the following purposes: (i) Relationship Data -- to operate the Services, manage Customer accounts, send notifications, invoice purchased services, provide support, and comply with applicable law and (ii) Usage Data - to provide the Service (including tracking and managing its infrastructure, network, storage, and software for billing, capacity planning, troubleshooting, and other forecasting and improvement purposes). CenturyLink may share Relationship Data and Usage Data with its affiliates and third party service providers for these purposes only, to comply with contractual obligations or as otherwise required by applicable law. For purposes hereof, "Relationship Data" means personal information that CenturyLink or its suppliers collect from Customer during the registration, activation and maintenance of a Service account and "Usage Data" means information regarding Customer's or its end users' consumption of the Service, such as information on the amount of computing and storage resources purchased or consumed, user counts, and third party licenses consumed. Customer, on behalf of itself and any applicable third parties, hereby consents to CenturyLink accessing, storing and otherwise processing and transferring Customer data, Relationship Data and Usage Data in or to the United States or to any other jurisdiction where CenturyLink has a data center, support, or processing systems. It is Customer's responsibility to ensure that it has obtained all requisite consents and to comply with applicable law with respect to data processing and transfers across jurisdictions.
- Managed Application Services. Any supplementary managed services, including Managed Backup, and any other managed application services, including Managed MySQL or Managed Microsoft SQL are subject to usage guidelines found in the Service Guide and the applicable Service Level Agreement.
- Customer agrees to comply with the Foreign Corrupt Practices Act (“FCPA”), and all applicable anti-bribery and anti-corruption laws of other nations, including but not limited to the UK Bribery Act (collectively, “Anti-Corruption Laws”). Customer, its employees, contractors and affiliates and end users or customers ill not (i) make or arrange any contact with or (ii) make or cause to be made, any payment or offer of anything of value to any foreign (non-U.S.) government official or political party, or candidate without prior written approval. If anyone, including a foreign official or an agent thereof, requests or solicits Customer to provide a payment or anything of value to influence an act or decision of the official or his/her government, or to secure an improper advantage, in order that Customer or CenturyLink obtain or retain business for itself or another, Customer will refuse to make such payment or provide such thing of value and will immediately report the incident to CenturyLink. Customer further represents, warrants and certifies that it, including its personnel, subcontractors and affiliates currently complies with, and shall continue to, comply with all applicable Anti-Corruption Laws and CenturyLink policies in all countries in which it provides services and will not take any actions that would result in a violation of Anti-Corruption Laws by CenturyLink or an affiliate. Customer shall make its books and records available to CenturyLink for inspection upon CenturyLink’s request, so that CenturyLink can evaluate whether Customer has devised and maintained a system of internal controls sufficient to provide reasonable assurances that (a) it has complied with the terms of this provision; and (b) its accounts accurately and fairly reflect, in reasonable detail, its transactions and payments in furtherance of its performance under this Agreement.
- CenturyLink’s SLA only applies to the respective vendors’ supported configurations at the time SLA support requests are triggered. If any configuration or version is identified as “unsupported” by a vendor, the Services are subject to all of the following conditions and/or requirements: (i) a service level objective (“SLO”) in lieu of any other applicable SLA will apply. This SLO shall refer to reasonable effort support by CenturyLink, and no credits shall apply; (ii) CenturyLink, in its reasonable discretion may elect to charge the customer for any support or additional tasks/work incurred resulting from Customers continued use of unsupported configuration. Customer acknowledges and agrees that it is solely responsible for selecting and ensuring its software and systems are up to date and supportable. Customer’s failure to do so may result in CenturyLink’s inability to provide the Services and CenturyLink shall have no liability therefrom. When an operating system and/or any 3rd party software used in connection with the Service is no longer supported by the applicable vendor, then 1) CenturyLink’s SLA will no longer apply, and 2) Customer may be required to purchase vendor supported upgrades at an additional cost o allow CenturyLink to continue to provide the Services. Customer acknowledges and agrees that it is solely responsible for selecting and ensuring its software and systems are up to date and supportable. Customer consents to CenturyLink’s and its affiliates or subcontractors’ use and transfer to the United States, or other countries, data or information (including business contact information such as names, phone numbers, addresses and/or email addresses) of the customer for the sole purpose of: (i) fulfilling its obligations under the Agreement; and (ii) providing information to Customer about CenturyLink’s products and services. Customer represents that it will ensure that all information provided to CenturyLink is accurate at all times and that any business contact has consented to CenturyLink’s processing of such information for the purposes identified herein.
- If the Customer contracting with CenturyLink is a German company or a German branch of a multi-national company, Customer acknowledges and agrees that, as the data controller, it is solely responsible for the lawfulness of the data processing and compliance with mandatory provisions of the German Data Protection Act. As the data controller, Customer is required to execute a Data Protection Agreement (a “DPA”). Please download and print the DPA
and return an executed copy by email to CenturyLink. Please include an email or address where CenturyLink can return a countersigned copy.
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 Service Guide.
Intrusion Prevention Services
CenturyLink’s Intrusion Prevention Services (“IPS”) leverages software owned and developed by Trend Micro and its licensors. Customers use of IPS constitutes Customer’s acceptance to the following additional terms and conditions.
- Trend Micro may (i) use uploaded or collected data from installed Trend Micro software to improve products and services; (ii) share data that has been identified as malicious or unwanted content with affiliates and security partners; and (iii) use and disclose uploaded or collected data for analysis or reporting purposes only if any such use, sharing, or disclosure does not identify CenturyLink or Customer or include any information that can be used to identify any individual person.
- U.S. GOVERNMENT USE. Software and any accompanying documentation are “Commercial Items” developed exclusively at private expense, consisting of “Commercial Computer Software Product” and “Commercial Computer Software Product Documentation” (as such terms are defined in the applicable US federal government procurement regulations) and may only be transferred to the U.S. Government with the prior written consent of an officer of Trend Micro and solely with “Restricted Rights.”
- IPS may operate by forwarding certain data, including but not limited to URLs, IP addresses, contact information, email accounts, websites, files and network packets back to CenturyLink and/or Trend Micro owned or controlled servers for scanning (“Scanning Data”). Scanning Data does not include any type of medical, financial or personally identifiable information as defined under applicable law. These servers employ Trend Micro proprietary technology to identify and screen malicious or potentially unwanted contract based on user proscribed parameters. By utilizing this Service, Customer authorizes CenturyLink and Trend Micro to access the Scanning Data for the sole purpose of identifying and screening malicious or potentially unwanted content. This Service may entail the transfer of Scanning Data to servers outside of the jurisdiction where Customer is located. No scanning data is forward or transferred to or through China or any prohibited nation as defined by the US Department of Commerce.
- No SLA or SLO shall apply to the IPS services. CenturyLink and its suppliers will use reasonable efforts to properly identify applications and files for detection, given the nature and volume of malicious and unwanted electronic content, CenturyLink and its suppliers cannot guarantee that the IPS service will properly detect or clean all applications and files that are malicious or that Customer does not use or want. In addition, CenturyLink and its suppliers cannot guarantee that use of the IPS Services will not cause certain files, applications, emails or other web content to be screened or blocked and that any rejected filed may be recoverable. CenturyLink and is suppliers exclude any and all liability and/or damages arising from or related to this section.
- Customer is solely responsible for complying with all applicable laws, including all applicable export laws and regulations related to the IPS service.
- By electing to use the IPS service, Customer expressly consents to the use of any uploaded, collected or Scanned Data and the processing or transfer of any such data by Trend Micro in or to the United States. It is Customer’s responsibility to ensure that it has obtained all requisite consents and to comply with applicable law with respect to data processing and transfers across jurisdictions.
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.
Marketplace Provider Program
- These Marketplace Provider Program supplemental terms and conditions shall apply to Customers voluntarily participating in the Marketplace Provider Program (fka “Cloud Marketplace Provider Program”). Customers that elect to participate in the Marketplace Provider Program may alternately be referred to as “Providers” for the purpose of delineating these supplemental program terms in this section 4. As part of the Marketplace Provider Program, a Provider may integrate its technology product or service (“Provider Product”) with the CenturyLink Cloud platform, leveraging the application process and support resources provided by the Marketplace Provider Program. The CenturyLink Cloud Marketplace Provider Program Guide (“Program Guide”) is incorporated herein by reference and made a part hereof may be found in the CenturyLink Marketplace Provider Program Guide.
- Either party may suspend Marketplace Provider Program activity for any reason or no reason upon thirty (30) days prior written notice to the other party. Notwithstanding the foregoing, CenturyLink may suspend and/or terminate the Marketplace Provider Program immediately and without notice in the event Provider violates the Confidentiality, Acceptable Use or Intellectual Property terms and conditions per the Agreement or CenturyLink’s corporate Open Source policy in CenturyLink’s sole and reasonable discretion.
- Upon any termination or expiration of the Marketplace Provider Program, any Provider data, content or other materials on the CenturyLink Cloud Service will be deleted and Provider shall: (i) immediately cease all use of the CenturyLink Marketplace Provider Program integration benefits listed in section 4(d) below; and (ii) promptly return to CenturyLink (or, if CenturyLink so requests, destroy in accordance with CenturyLink instructions) all copies of any firmware or software provided by CenturyLink in connection with the Marketplace Provider Program, all Confidential Information and any other CenturyLink materials related to the Marketplace Provider Program in Provider's possession.
- Subject to the terms of this Marketplace Provider Program, Provider is eligible to receive the following benefits from the CenturyLink Cloud platform team to support integration testing and evangelism; (i) a usage credit starting at two thousand dollars ($2,000) per month to support any workloads related to integration testing and evangelism activities; (2) access to integration specialists who can help optimize integration strategy; and (3) support from the CenturyLink Platform Enablement team to evangelize their certified integration to the market. In order to receive these benefits, Providers must have an Agreement in place with CenturyLink. All benefits and processes of the Marketplace Provider Program will be kept up to date in the Program Guide linked above.
- IN ADDITION TO THE WARRANTY DISCLAIMERS SET FORTH IN THE AGREEMENT, THE ENTIRE RISK AS TO THE COMPLETENESS, ACCURACY, RESULTS, OPERATION, SECURITY AND PERFORMANCE OF THE CENTURYLINK CLOUD SERVICES, DEVELOPMENT TOOLS AND RELATED MATERIALS IS ASSUMED BY PROVIDER. FURTHER: (1) Provider warrants that the Marketplace Provider Products will not contain an Unmitigated Vulnerability. If an Unmitigated Vulnerability has been published, but Provider software patches, hot-fixes, or system updates have not been publicly released, the Provider will provide risk mitigation procedures in the form of compensating controls until such a time that the Provider provides an industry-approved resolution at the Provider’s expense. “Unmitigated Vulnerability” means any technology or configuration that, from a security perspective induces unacceptable operational risks and, is (i) inconsistent with industry-accepted practices, (ii) susceptible to being hacked, broken into or compromised, or (iii) referenced by the Carnegie Mellon CERT® Coordination Center at www.cert.org, and (2) Nothing in the performance of the Marketplace Provider Program shall convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by CenturyLink or its licensors and CenturyLink shall retain at all times all right, title and interest in and to the CenturyLink Cloud Services and any other materials or information it discloses or otherwise makes available in connection with this Marketplace Provider Program. CenturyLink intellectual property and proprietary rights include any skills, know-how, modifications or other enhancements developed or acquired in the course of configuring, providing, or managing the CenturyLink Cloud Service. Except as expressly set forth herein, nothing in the Marketplace Provider Program authorizes Provider to use, create or distribute any product or technology that is (a) derived from the CenturyLink Cloud Service or any related software or documentation, or (b) made available free of charge to recipients.
- The CenturyLink Marketplace is a catalog operated by CenturyLink that allows metered subscriptions to Provider Product entitlements to be offered to and purchased by other CenturyLink Cloud Customers. Any Provider Products offered through the CenturyLink Marketplace constitutes third party software not provided by CenturyLink and the Provider offering the Provider Products must specify separate terms, conditions, restrictions on use and privacy policies applicable to any Provider Products offered, including any applicable third party software terms. CenturyLink is not a party to the Provider Product terms. CenturyLink has no control over and does not guarantee the quality, safety or legality of items advertised, the truth or accuracy of any listing or third party software imbedded within such Provider Products, or the ability of sellers to offer the Provider Products and CenturyLink assumes no liability or responsible therefrom. CenturyLink is not a party to the Provider terms, while CenturyLink may help facilitate provisioning between CenturyLink Cloud Customers and Providers, any and all issues and/or disputes arising out of or related to the Provider Products is solely between Provider and the applicable Customer.
- CenturyLink may stop providing the CenturyLink Marketplace (or any features of or listings methods within the CenturyLink Marketplace) at CenturyLink’s sole discretion at anytime and without prior notice. In addition, CenturyLink may disable or remove Provider Products already purchased by a CenturyLink Cloud Customer, if CenturyLink determines in its sole discretion that the Provider Products may violate any CenturyLink policies or any other regulations, policies or laws. Provider and Customer acknowledge and agree that CenturyLink shall have no liability for any action taken pursuant to this subsection g.
- A CenturyLink Cloud Customer who elects to purchase any Provider Products authorizes CenturyLink, its affiliates, and its third-party payment processors and any third-party resellers to charge the payment method selected for CenturyLink Services for Provider Products purchased in the CenturyLink Marketplace. This may include one-time payments as well as metered payments. A “metered payment” is a payment that occurs at the specified intervals at value measured by the CenturyLink Cloud Services platform. Authorizations for these charges will remain until cancelled. Customers may cancel Provider Product subscriptions at any time by logging into the CenturyLink Cloud Services and stopping usage of the Provider Product in accordance with the corresponding article within the CenturyLink Knowledge Base.
- CenturyLink may from time-to-time offer or make available certain features or applications noted as a pre-release version (each, a “Beta Service”). All Beta Services active and accessible with the Cloud Services are collectively known as the “Beta Program”. Customer’s participation in any Beta Services and the Beta Program is voluntary. Beta Services may be made available at no cost or subject to applicable fees. Given the pre-release nature of beta services, not all Beta Services may be documented in the current version of the Service Guide.
- The Service Level Agreement (“SLA”) generally applicable to Cloud Services is not applicable to any Beta Services made available as part of a Beta Program.
- This Section 4 shall not apply to any Beta Service(s) as of the date that CenturyLink elects to make the feature or application generally available in accordance with the Cloud Schedule.
- CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA SERVICE IS DESIGNATED AS A “PRE-RELEASE” OR “BETA” SERVICE, IS NOT A FULLY TESTED SERVICE OFFERING, AND HAS NOT BEEN COMPLETED ACCORDING TO CENTURYLINK’S NORMAL DEVELOPMENT PROCEDURES. THE BETA SERVICE MAY CONTAIN BUGS, MAY NOT OPERATE PROPERLY OR PERFORM ALL INTENDED FUNCTIONS, AND MAY CAUSE ERRORS, DATA LOSS OR OTHER PROBLEMS. CUSTOMER ACCEPTS THE BETA SERVICE ON AN “AS IS”, “AS AVAILABLE” BASIS, WITH “ALL FAULTS”. CENTURYLINK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES (EXPRESS OR IMPLIED) REGARDING THE BETA SERVICE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONTAINED IN THE APPLICABLE AGREEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE BETA SERVICE(S) REMAINS SOLELY WITH THE CUSTOMER. NEITHER CENTURYLINK NOR ANY OF ITS SUPPLIERS WILL BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO USE OF THE BETA SERVICES, THE CLOUD SERVICES OR YOUR PARTICIPATION IN THE BETA PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, LOSS OF TIME OR BUSINESS), WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT OR OTHERWISE, AND REGARDLESS OF WHETHER CENTURYLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S SOLE REMEDY FOR ANY FAILURE BY CENTURYLINK TO PROVIDE THE BETA SERVICES OR ANY DAMAGES OR LIABILITY ARISING THEREFROM IS TO DISCONTINUE OR DISCONNECT THE BETA SERVICES.
CenturyLink Cloud Mobile Control End User License Agreement
THIS END USER LICENSE AGREEMENT (“EULA”) APPLIES TO THE CENTURYLINK CLOUD CONTROL MOBILE APPLICATION FOR DEVICES (“APPLICATION”). IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY. In particular, Section 2 (“Privacy and Data Security”) of this EULA contains important provisions and disclosures regarding data security and privacy that may affect your data and/or Content (collectively the “Privacy Provisions”).
- Scope of License. The Application is licensed, not sold, to you. All title and intellectual property rights in and to the Application and all modifications, updates, upgrades, enhancements and derivative works of the Application are owned exclusively by CenturyLink or its licensors. Your license is for personal use only and is limited to a limited, non-exclusive, revocable, non-transferable license to use the Application on any mobile phone, game device, digital media adapter, tablet PC, laptop PC, Desktop PC, smart TV or similar device you own or control (collectively, “Device” or “Devices”). You may not rent, lease, lend, sell, redistribute or sublicense the Application. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates or upgrades, or any part thereof. Any attempt to do so is a violation of the rights of CenturyLink and its licensors and CenturyLink reserves the right to immediately terminate Your access to the Application for violation of this Section. CenturyLink reserves all rights in and to the Application not expressly granted to you under this Agreement. This EULA does not allow you to use the Application on any Device that you do not own or control, and you may not distribute or make the Application available over a network where it could be used by multiple Devices at the same time.
Any software license agreement or user terms in effect between you and a third party platform or operating system provider governs the use of your Device running on that provider’s operating system. Such provider may at any time and without notice restrict, suspend or terminate your use of the Application or delete the Application from the Device on which it is installed without any compensation or refund to Customer from the applicable provider or CenturyLink.
User logins and passwords are for designated Authorized Users and may not be shared or used by anyone other than the designated Authorized User to whom the Authorized User login and password has been assigned. When you login to the Application to access your Customer account using your Authorized User login and password, CenturyLink will use your Authorized User login and password in the Application to connect with Customer’s subscription to the Service. You shall be responsible for the confidentiality and use of your Authorized User login and password. You are not permitted to share your Authorized User login or password with any other person or persons. You are responsible for all activities conducted under your Authorized User login.
The Application may store Content and data supplied by the Service, including personally identifiable information, locally on your Device. You also agree to comply with all applicable Customer policies, practices and procedures for using and securing your Device, the Application and any related Content. In particular, you must create a security key (i.e., a pin, passcode, patterned screen lock, or the like) for your Device, which as a precaution you should change regularly. Anyone with access to your unlocked Device may be able to view, add or edit information within the Service, within an Application or stored locally on your Device. An Application may allow you to enable a “remember” password or login credential option.
Your Application login and password will be stored on your Device on an approximately two (2) week rolling basis after which You will be required to re-enter Your login and password. If your Device is lost, stolen or your logon otherwise compromised, You must immediately change Your password. Use of the Application to access the Service requires Internet access and You understand and accept the risk of accessing and transmitting information, data or Content over the Internet. By using the Application, You and Customer accept full responsibility for any losses, unauthorized access and/or damages that may result from that action, including without limitation any breach notification obligations and agree not to hold CenturyLink liable for any losses or damages resulting from such use or your failure to comply with this Section 2.
The Application is not HIPAA-compliant, nor does it satisfy PCI Standards or other requirements for the protection of credit card data and government ID numbers. You may not use or customize the Application in any manner that would require CenturyLink, the Service, or the Application to process personal healthcare, credit card, or government ID number data or otherwise comply with, satisfy or meet any related compliance requirements or standards.
- Termination. This EULA shall terminate immediately and automatically upon any termination of the Customer’s Agreement. This Agreement is effective until terminated by you or CenturyLink. Your rights under this Agreement will terminate automatically without notice from CenturyLink if You fail to comply with any term(s) of this Agreement. Upon any such termination, You shall immediately cease all use of the Application and destroy all copies, full or partial, of the Application. Termination of this EULA shall not entitle the Customer or you to any refund, credit, or other compensation from CenturyLink.
- Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CENTURYLINK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CENTURYLINK DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION, THAT THE FUNCTIONS CONTAINED WITHIN, OR SERVICES PERFORMED OR PROVIDED BY, THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED.
- Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CENTURYLINK BE LIABLE FOR PERSONAL INJURY OR DAMAGE TO PERSONAL PROPERTY, OR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CENTURYLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall CenturyLink’s total liability to you for all damages exceed the amount of fifty dollars ($50.00). CenturyLink reserves the right to change, suspend, remove, or disable access to the Application at any time without notice. In no event will CenturyLink be liable for the removal of or disabling of access to the Application. CenturyLink may also impose limits on the use of or access to the Application, in any case and without notice or liability.
- Indemnification. You will indemnify, defend and hold CenturyLink, its affiliates, subsidiaries, and parent, and each of their respective directors, officers, employees, and agents, and their successors and assigns harmless from and against all claims, damages, losses, and liabilities, including reasonable attorney’s fees, arising from or related to the Application or the use thereof.
- Service Level Agreement. Any service level commitment or warranty in effect between the Customer and CenturyLink, as set forth in the Agreement or otherwise, shall not apply to the Application. CenturyLink shall determine, in its sole discretion, the level of support it will provide for the Application, and any such support shall be subject to change without notice.
- Export Compliance. You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using any of the Application, you represent and warrant that (i) you are not located in any a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also agree that you will not use the Application for any purposes prohibited by United States law.
- Other Users. It is your responsibility to impose any restrictions on viewing by you, other employees of your company, and CenturyLink will have no liability to anyone due to or based on the content viewed via the Application.
- Third Party Beneficiaries. CenturyLink’s licensors or any third party platform or operating system provider whose software is included in or as a component of the Application will be third party beneficiaries of this Agreement, as applicable.
- Governing Law. The laws of the state of Missouri govern all matters arising out of this Agreement and your use of the Application, without regard to any conflicts of laws principles.
- Severability, Waiver, and Survival. If any provision of this Agreement is declared to be illegal, unenforceable, or in conflict with any other provision of this Agreement, that provision will be deleted or modified, as applicable, without affecting the validity of the other provisions. Any waiver or failure to enforce any obligation or requirement by either party does not waive that party’s right to later enforce that requirement in the future. The terms of this Agreement that are expressly stated to survive or that by their nature would logically be expected to survive termination or expiration of this Agreement shall so survive.
CenturyLink Network Exchange
Please note: CenturyLink Network Exchange Service is not currently available in Latin America.
Where available, Customer’s use of CenturyLink Cloud entitles Customer to the provisioning and use of CenturyLink’s Network Exchange Service. Use of Network Exchange is subject to the Network Exchange Supplemental Terms and the Service Level Agreement.