Cloud Application Manager

Supplemental Terms

Updated: July 9, 2019

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 what 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 required by the Cloud Service Provider governing the applicable Cloud Service Provider’s services. These additional terms create a binding agreement between the CSP and Customer and provides the right of the CSP to enforce the terms directly against Customer.

Microsoft Azure

CSP services for Microsoft Azure available from CenturyLink are available only to Customers with legal/billing address in the United States, Canada, the United Kingdom, and certain countries in Asia Pacific and Latin America. 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, Canada, the United Kingdom, and certain other countries in Europe and Latin America. 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 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: Nothing herein or in any Work Request will transfer to Customer any CenturyLink Technology, and all right, title and interest in and to CenturyLink Technology 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. As used herein, "CenturyLink Technology" means the proprietary technology of CenturyLink and its licensors, including services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, report formats, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world and also including any derivatives, improvements, enhancements or extensions of CenturyLink Technology conceived, reduced to practice, or developed during the term of a Service Order.

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 the 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. 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.