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.
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.
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.
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.
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.
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.