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 Supplemental Cloud Terms
(Applicable to all Cloud Application Manager Services)
- 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 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.
- 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 will 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.
- 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.
2. CenturyLink Cloud Service Providers
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 at the time of set up and purchase of additional terms and conditions governing the applicable Cloud Service Provider’s services. A link to the additional terms is included below for informational purposes.
Customer acknowledges and agrees that certain 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.
Please note the above services are available only to Customers with legal/billing addresses in the United States or United Kingdom.
3. CenturyLink-Provided Third Party Software
Customer will not use, and will not authorize any third party to use, any software with the Services 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 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.
- Red Hat — Red Hat RHEL Agreement
In conjunction with the 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 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 Services.
- Microsoft or its suppliers is not responsible for providing any technical support related to the Microsoft Software or the 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.
- 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.