Cloud Application Manager

Supplemental Terms

Updated: June 11, 2020

The following Supplemental Terms apply only to the Cloud Application Manager Services (“Services”). 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 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.

1. Universal Cloud Application Manager Supplemental Terms
(Applicable to all Cloud Application Manager Services)

  1. 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 anonymized 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 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 for the sole purpose of: (i) providing and managing the Services; (ii) fulfilling its obligations under the Agreement; and (iii) complying with applicable law. 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.
  2. Production related information or data is not managed within the CenturyLink Cloud Application Manager as this platform serves solely as an orchestration engine. CenturyLink does not have access to the proprietary data that resides within the native platforms.
  3. CenturyLink’s access to scripts related to activities performed on the applications and infrastructures is limited to the organizations and workspaces that are dedicated to the customer account. CenturyLink only accesses these environments when the customer requests support and/or Managed Services Anywhere. Once the service and/or accounts are terminated, the associated scripts are also terminated. CenturyLink does not continue to access or retain proprietary customer script information.
  4. 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 counter-signed copy.
  5. Withholding Taxes. All invoices will be issued to Customer and paid in the currency specified in the Service Order. Customer will pay such invoices free of currency exchange costs, or bank charges. Service charges are exclusive of Taxes and presented without reduction for any Withholding Tax, all of which are the responsibility of the Customer. “Withholding Tax” means any amount on account of tax on sources of income which a payor is obliged to deduct from payments due to a recipient and account for to any tax authority. In the event that any payment to be made to CenturyLink hereunder should be subject to reduction by reason of a Withholding Tax, Customer agrees to pay CenturyLink such amounts as would have been necessary so that the aggregate net amount received by CenturyLink after application of a Withholding Tax, is the same amount as would have been received by CenturyLink if there had been no requirement to deduct or withhold such tax.

2. CenturyLink Cloud Service Providers

Customer acknowledges and agrees that certain CSP services are not available in all geographical locations, 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.

In the event Customer elects to purchase cloud services from a Cloud Service Provider (CSP) made available by CenturyLink, Customer agrees that such purchase is contingent upon Customer’s affirmative acceptance of additional terms and conditions as may be required.

Microsoft Azure

CSP services for Microsoft Azure available from CenturyLink are available only to Customers with legal/billing address in the United States, Canada, Australia, Hong Kong, Singapore, Argentina, Brazil, Chile, Columbia, Ecuador, Peru, the United Kingdom, and certain countries in Europe. A CenturyLink representative should be contacted for a detailed list of geographic, sector, and feature availability. Customer further agrees to comply with any applicable CenturyLink requirements with respect to local entity contracting and billing. Customer’s use of Microsoft Azure services made available from CenturyLink constitutes Customer’s acceptance of the applicable Microsoft terms. The terms applicable by available country are located at Microsoft Cloud Agreement.

Amazon Web Services

CSP services for Amazon Web Services available from CenturyLink are available only to Customers with legal/billing addresses in the United States, Australia, Singapore, Argentina, Brazil, Chile, Columbia, Ecuador, Peru, the United Kingdom, and certain countries in Europe. A CenturyLink representative should be contacted for a detailed list of geographic, sector, and feature availability. Customer further agrees to comply with any applicable CenturyLink requirements with respect to local entity contracting and billing. Customer is required to click to accept the applicable Terms and Conditions for AWS Resale or AWS End Customer as part of the account set up process.

3. Third Party Software

Customer will not use, and will not authorize any third party’s use of, any software with the Services in any manner that may require any component of CenturyLink Services or other intellectual property of CenturyLink or its licensors to be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients.

Certain materials made available in connection with the Services to allow access to and/or use of the Services, including APIs, documentation, software, command line tools, and other related technologies may be made available to you by the applicable third party provider under a separate license, as may be updated from time to time, or other open source license.

4. Managed Services Anywhere

Proprietary Rights: No Services provided by Managed Service Anywhere will transfer to Customer any CenturyLink intellectual property, and all right, title and interest in and to CenturyLink intellectual property will remain solely with CenturyLink, its affiliates and their licensors. CenturyLink will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of CenturyLink. CenturyLink’s intellectual property and proprietary rights include skills, know-how, modifications or other enhancements developed or acquired in the course of configuring, providing, or managing the Service.

Customer Information Processing: Customer hereby grants to CenturyLink (and, where necessary, will procure the grant from relevant End Users) all rights and permissions necessary to access and/or process Customer provided information, data or materials as necessary to provide the Services. In particular, such rights include processing: (i) to prevent or address service or technical problems; (ii) to provide Customer with additional or extended support; (iii) to prevent or address fraud, or security issues; or (v) to comply with Customer's reasonable and lawful instructions communicated to CenturyLink.

Transfer of Undertakings: To the extent Services include the provision of resources on a committed basis, such that the provision of or subsequent expiry, cancellation or termination of the Services constitutes a transfer of undertakings within the meaning of the United Kingdom Transfer of Undertaking (Protection of Employment) Regulations 2006 and related legislation ("TUPE") or similar law or regulation in other jurisdictions, Customer agrees that the terms of CenturyLink’s standard TUPE Addendum will apply.

5. Cloud Application Manager Dedicated Edition

Dedicated Edition Patching and Upgrades: To take advantage of all Cloud Application Manager Dedicated Edition up to date and/or most recent features, enhancements, and other improvements, the Customer’s instance of Cloud Application Manager Dedicated Edition must be updated to the current version of the virtual appliance software; otherwise. the virtual appliance software must remain within two major versions of the then current available version, unless otherwise authorized by CenturyLink. Patches will be provided and can be installed by the Customer or CenturyLink to ensure the software is current with security and bug fixes.

Upgrades and patches may be installed by either the Customer or by CenturyLink’s Operations team, upon the Customer’s approval. Instances without Fail Over may require a brief outage to install patches or upgrades. Where Cloud Application Manager Dedicated Edition is deployed with Fail Over active, Cloud Application Manager disruption is not expected to occur.

Installation and Use: Moving an existing installed Cloud Application Manager Dedicated Edition to new infrastructure is not supported. Customers will need to cancel their current subscription and order a new subscription.

Fail Over: With a Cloud Application Manager subscription the Customer has an option to purchase Fail Over. Fail Over provides the Customer with Cloud Application Manager and Managed Service Anywhere appliances that can be set up in primary and secondary deployment configurations. Customers who purchase the Cloud Application Manager Dedicated solution receive one subscription unless Fail Over is purchased. Fail Over enables Customers to run two independent instances (active/standby) with a single Cloud Application Manager subscription. If the active instance fails, the standby instance can be configured to be the active instance. This may cause a brief disruption (seconds to a few minutes) of the Cloud Application Manager platform from the time the user begins to manually activate the standby instance. CenturyLink Operations will schedule a time with the customer to setup Cloud Application Manager into the Customer’s Fail Over environment.

Regular Backups: Customer acknowledges that all Customer information and data resides on a server owned and/or controlled by Customer and that it, and not CenturyLink, is solely responsible for the security of and back up of any and all stored data or information. CenturyLink strongly recommends that Customers back-up relevant information or data (i) before CenturyLink performs patches, upgrades, or other activities on Customer’s Cloud Application Manager Dedicated Edition instance; and (ii) prior to the effective date of termination since the Dedicated Edition key will expire as of the effective date of termination or expiration. CenturyLink is not liable for loss or corruption of data or information.

6. CenturyLink Network Exchange

Where available, Customer’s use of Cloud Application Manager 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.