Cloud Server as IaaS Terms & Conditions

Transcription

1 Cloud Server as IaaS Terms & Conditions SCOPE This document states additional service term and conditions to the ones stated in the Cloud Server as IaaS Service Definition document, complementing the information on it. Reciprocally the former is also complemented by the latter, therefore it is bound to it. Besides, Pricing and Billing, including unit prices, volume discounts, earlier termination fees, payment conditions, and so on are defined in the Cloud Server as IaaS Pricing document. Therefore, this document is bound to both aforesaid documents, and all of them shall be considered as a whole. PURPOSE The TISSAT s Terms & Conditions of Service (this Agreement ) contains the terms and conditions that govern Customer access to and use of the Service (as defined below) and is a binding agreement between TISSAT, S.A. (abbreviation of TECNOLOGIA E INGENIERIA DE SISTEMAS Y SERVICIOS AVANZADOS DE TELECOMUNICACIONES, SOCIEDADA ANONIMA, also abbreviated in this document as TISSAT, or referred as we, us, or our ) and the Customer, i.e. the entity you represent (also referred as you or your ). This Agreement becomes effective when you sign the Call-Off Contract (according to process established in RM 1557iv G-CLOUD 4 SERVICES FRAMEWORK) or when you start using any of the Services, whichever is the earliest date (the Effective Date ). Subject to the terms and conditions of this Agreement, during the term of this Agreement, TISSAT will provide to the customer access to the Services described in the respective Service Definition, i.e. in this case the TISSAT s Cloud Server as IaaS Service. The Customer understands and agrees that by using any on-line process or consenting to the terms of this Agreement, the Customer has made a binding selection of the type of Services to be provided and all associated specifications, prices, policies and documentation related to the delivery of the Services.

2 DEFINITIONS In this document and its attachments or in its bound or associated documents both Customer and TISSAT will use the following definitions: G-Cloud 4 Framework Agreement and Call-Off Contract have the meaning established in RM 1557iv G-CLOUD 4 SERVICES FRAMEWORK according to the last version of documents published in UK Government Procurement Service (hereafter abbreviated as GPS) web-site. Service refers to cloud computing services delivered by TISSAT, subject of this Agreement. Cloud computing is a model for enabling ubiquitous, convenient, on-demand network access to a shared pool of configurable computing resources (e.g., networks, servers, storage, applications, and services) that can be rapidly provisioned and released with minimal management effort or service provider interaction. Three different roles should be differentiated in the customer side: The Customer, the Users and the End Users (in general the initial will be in capital letter when it s needed to differentiate them from a generic usage or other meaning): 1. The Customer is you, the organization or entity that contracts this service for its Users (Note: Therefore, hereafter the words you or your also means or refer to the Customer); 2. The Users are the Customer employees, collaborators or third parties workers that are collaborating or working for the Customer (and all of them have been previously entitled by the Customer to use of this service). The Customer vouches for all of them and assumes the responsibility and liability of any misuse or any other improper, unlawful, or incorrect use of this service that any User could commit; the Customer is also responsible and liable of any Service usage cost incurred by its Users whatsoever and howsoever arising. 3. End User means any individual or entity that directly or indirectly accesses or uses your products, services or data, delivered by you (probably using our service API) on (Page 2)

3 top of the infrastructure, platform and Service provided by us; it must be noted that End Users are a subset of Users. Therefore, it applies all the stated for Users. 4. Finally, please, note that the word client will be used for the software to be installed in the User s devices in order to can use this service. Earlier Termination means the termination of this contract as consequence of a unilateral decision, made by either the Customer or TISSAT, of finishing the service or the contract before the duration period established in the Contract or in one of its possible novation conditions. Service Level Agreement (or SLA) means all service level agreements that we offer with respect to the Services covered by this Agreement as are stated in the Cloud Server as IaaS Service Definition document, and that could be updated from time to time subordinated to the general G-Cloud 4 Framework Agreement and to the Call-Off Contract established with the Customer, and that it will be notified to you according to the procedure established in that agreement or contracts. Effective Date is the date when this Agreement becomes effective, and it is the earliest of two dates: the one when you sign the Call-Off Contract and the one when you start using any of the Services. Extra-persistence Period. First it should be noticed that its exact duration is established in the Cloud Server as IaaS Service Definition document, therefore the numbers showed in this definition are only a possible example. If Contract expiration date is reached and we have not received your termination notification then a warning is sent to you asking for its urgent renewal on the next 2 business days and advising about the service unavailability then. After those 2 business days, your access to data will be lost. Besides, during that period (or previously) you, the Customer, can explicitly request for a free extra-persistence of data for a 5 calendar-day period (unless an explicit agreement with other conditions): this complimentary extra service is only to let you verify the consistency of your downloaded data, but without normal access to our service, after which data will be completely erased. Acceptable Use Policy means the document currently available on our web site and updated from time to time describing or policy on the usage of the Services. (Page 3)

4 Web site means our main web site or any affiliated site, under our domain TISSAT.es. Suggestions means all suggested improvements to the Services that you send us, through our blogs, forums, web sites, ticketing system, chat or support lines. All intellectual property associated with the Suggestions rests exclusively with TISSAT. TERMS AND CONDITIONS According to above definitions, and subordinated to the general G-Cloud 4 Framework Agreement and to the Call-Off Contract established with the Customer, TISSAT and Customer AGREE that: CLAUSE I. Warranties and Scope I.1 Each party warrants that it has full capacity and authority, and all necessary licenses, permits and consents to enter into and perform this Agreement. I.2 The Service shall be provided in compliance with applicable law and regulation. I.3 This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. I.4 Save as expressly set out in this Agreement, all conditions, warranties and representation, express or implied, statutory or otherwise (including the fitness of the Service for a particular purpose) are hereby excluded. CLAUSE II. Service II.1 II.2 You take full responsibility for all activities that occur under both your contract and your service use, undertaken by you, your employees or any third party contracted by you or working for you in anyway. We are not responsible for any unauthorized access to your account. You must contact us in case you believe that any unauthorized third party has used your account. We provide support without charge through information available on our web site, such as lists of frequently asked questions, blogs and forums. We also provide ISO certified support including a ticketing system and make available a phone support line, free of charge, through which you can submit queries to our support staff. We are not responsible for the telephone call charges. More details about our Support Service are showed in Cloud Server as IaaS Service Definition document. (Page 4)

5 II.3 II.4 II.5 II.6 II.7 The Customer by itself and in behalf of all its employees, workers and users as well as third parties using this service (whom it vouches for) guarantees the full compliance with Acceptable Use Policy as stated in CLAUSE III, and besides Customer specifically guarantees too that the computing units and any information included in them (bare text, documents, images, video and any other kind of information) are of its own or have rights to access them, to keep copy and to out-placing them, and that any included information (by itself or in conjunction with other) is fully legal (in all of meaning of this word) and lawfully compliant with all the applicable UK laws as well as the EU ones. We are not responsible for any third party content or software applications installed in relation with the Services we provide. These third party content or software applications may be made available to you by us, but may be subject to their own terms and conditions. The customer is responsible for use of the Services, including the use of any Third-Party Software utilized in connection with the Services, by any End-Users to the same extent as if the customer was using the Service itself. The Customer will indemnify, defend and hold harmless TISSAT Indemnified Parties from and against any claims, actions, demands, suits, liabilities or obligations brought against any of the Indemnified Entities by a Third-Party Software Provider for any breach or misuse of the software. You understand, accept and agree that the Service as it is, and its main characteristics are stated in the Cloud Server as IaaS Service Definition document. You understand and you accept that the Service will be improved from time to time as we add new features as well as we improve performances or solve any possible bug, or similar maintenance tasks. In some cases that could mean short service usage incidents and problems, even services cuts or outages, or other inconveniences. Those actuations will be notified to you in advance, and that period will be excluded from our SLA. Furthermore, if needed and subject to the general G-Cloud 4 Framework Agreement and to the Call-Off Contract established with the Customer, we may modify the Service definition and conditions, provided we notify and send you the Cloud Server as IaaS Service Definition and/or Cloud Server as IaaS Billing documents by the channel established in Call-Off contract with at least 30 days advance. Those service changes will be effective at the date determined by us in the aforesaid notification. Moreover, by continuing to use the Service after the effective date of modifications, you agree to be bound by the modified terms or conditions. (Page 5)

6 CLAUSE III. Acceptable Use Policy. III.1 The Customer ( you ) may use TISSAT s Services for lawful purposes only. You may not use them: III.1.a In any way that breaches any applicable local, national or international law or regulation. Specially you grants that any usage you make of our service will not violate criminal legislation as set out in the relevant UK Criminal Acts, which include but are not limited to the Computer Misuse Act (1990), the Protection of Children Act (1978), the Criminal Justice Act (1988), and the Prevention of Harassment Act (1997), as well as will be compliant with Data Protection Act (1998) and the Electric Commerce (EC Directive) Regulations (2002), III.1.b In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect. III.1.c For the purpose of harming or attempting to harm minors in any way. III.2 About the contents you, the Customer, must guarantee that : III.2.a You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you are entirely responsible for all Content that you upload, post, or otherwise transmit via the Services. You agree that you are responsible for the conduct of all users of your account and any Content that is created, transmitted, stored, or displayed by, from, or within your account while using TISSAT services and for any consequences thereof. III.2.b You do not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; III.2.c You do not infringe the rights of others, including the right of privacy and copyright (an example would be sharing without permission of the copyright owner protected material such as a music or video file). III.2.d You do not knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any service, computer software or hardware. (Page 6)

7 III.2.e You not use them illegally or irresponsibly to the detriment of other users extract, collect, process, combine or store personal data about other users. III.2.f Contributions must be accurate (where they state facts), be genuinely held (where they state opinions) and comply with applicable law from which the TISSAT s Service are acquired and in any country from which they are posted. III.2.g Contributions must not contain any material which is defamatory of any person, obscene, offensive, hateful or inflammatory promote sexually explicit material, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, any copyright, database right or trade mark of any other person, be likely to deceive any person, be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence, promote any illegal activity, be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety, be likely to harass, upset, embarrass, alarm or annoy any other person, be used to impersonate any person, or to misrepresent your identity or affiliation with any person, give the impression that they emanate from us, if this is not the case, advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse, to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam). III.3 About of misuse of Service resources: III.3.a You must not use either the Service or your account for the purpose of obtaining unauthorized access to any computer or service. You are responsible at all times for use of the account, whether through yourself or through third parties. Customers must not, via tunnelling, use of proxies, or by any other means, attempt to avoid the service restrictions imposed on your account. III.3.b You must not employ programs that consume excessive CPU time, network capacity, disk IO, storage space or IPv4 address space, that could impact other users and is in excess of resources allocated to the customer III.3.c The Customer accepts and acknowledges that they have the responsibility to ensure that this Service is not used by any of its Users (of the Customer) in an irresponsible manner. Among others, but not limited, the following activities are deemed irresponsible: (Page 7)

8 (i) Attempting unauthorised and/or illegal access of computers, networks and/or accounts not belonging to the party seeking access and any act which interferes with the services of another user or network or any act relating to the circumvention of security measures. (ii) Sending unsolicited bulk messages (spamming),utilising our servers or network, generating a significantly higher volume of outgoing than a normal user, using a non-existent return address, open relaying, sending out unsolicited from any other network that points to a TISSAT s servers and other unsolicited communications not mentioned herein. (iii) Hosting of fraudulent or phishing sites, (iv) Usage of TISSAT s services to circumvent the security of third party machines and exceeding data transfer allocation. (v) Any other mentioned in this CLAUSE III or in any other part of this Agreement. III.4 III.5 III.6 You or your Users may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to us will always be accurate, correct and up to date. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). The Customer by itself and in behalf of all its employees, workers, Users and End Users as well as third parties using this Service whom it vouches for or the services that Customer develops on our Service guarantees the full compliance with all the points established in the above Acceptable Use Policy. The Customer assumes the full liability of responsibility of any consequence (whatever it is) of violating this Acceptable Use Policy, whatsoever and howsoever arising, and will assume any liability and responsibility that could be assigned to TISSAT paying for all the damages that could be claimed to TISSAT, its directors, officers, employees, and affiliates (collectively, the TISSAT Indemnified Parties ), as well TISSAT Indemnified Parties costs of legal defence and other related processes. Furthermore the Customer will compensate TISSAT Indemnified Parties for repudiation or business losses and any (Page 8)

9 other loss or damage of any nature whatsoever and howsoever arising out of such event. CLAUSE IV. Security, Confidentiality and Privacy IV.1 We will implement reasonable and appropriate measures to help secure your data against accidental or unlawful loss, access or disclosure in relation to the use of our Services. In fact one of our Data Centre is Tier IV certified by the uptime Institute and our services are certified according to ISO and ISO IV.2 Moreover, TISSAT is committed to protecting and respecting your privacy. For the purpose of the Data Protection Act 1998 ("Act"), the data controller is Tissat. We also comply with Directive 95/46/EC, which relates to the processing of personal data and on the free movement of data, and the equivalent Spanish Law: Ley Orgánica de Protección de Datos de Carácter Personal (LOPD) 15/1999, and the regulations and rules that develops this law. IV.3 You may use encryption technology to further protect your data from unauthorized access. IV.4 Given all our current Data Centres are in Spain, we will not move your data from the technical node in which it resides to another technical node in a different country; anyway if for any unforeseen reason we need do so, it will never happen without ask for your acquiescence and only will be done after obtaining your acceptance, unless required to comply with the law or requests of governmental entities. IV.5 Each party acknowledges that it will have access to certain confidential information of the other party. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party s attorneys, accountants and other advisors as reasonably necessary to carry out the purposes of this Agreement), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information. IV.6 Information will not be deemed Confidential Information hereunder if such information: IV.6.a is or becomes known without restriction to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party; (Page 9)

10 IV.6.b becomes generally publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; IV.6.c or is independently developed by the receiving party without reference to the Confidential Information. CLAUSE V. Your responsibilities V.1 You are the only entity responsible for the creation, development, operation, maintenance and use of your data and applications. V.2 You must comply with our Acceptable Use Policy and the Law, as defined in CLAUSE III. V.3 You are responsible for any claims from third parties related to your data or use of Service. V.4 Your are responsible for properly choosing, configuring and using the Services and defining your own policies to maintain, secure, protect and backup your data, further the ones included in the Service Definition. V.5 You are responsible for Users use of your data and applications and you will ensure that all end users do not put at risk your compliance with the obligations under this Agreement. V.6 You are responsible for providing support to your End Users (if any). V.7 As stated in the Cloud Server as IaaS Service Definition document, we no charge neither nor downloading/uploading traffic nor for API requests (PUT, POST, COPY, ). In order to have right to this bargain you must guarantee that it makes rational and reasonably efficient use of the service undertaking that: V.7.a V.7.b In case of use this service from an application that it has been developed following the best programming practices, preventing for example that its application make unnecessary calls to our service API, and so on. The stored object will not be used for broadcasting implementation, i.e. of course the objects could be shared, if that s the Customer s policy, for many users, but the goal cannot be to provide access at the same time to all the users. Moreover, neither a CDN Service (Content Delivery Network) nor something like is acceptable usage of this service. (Page 10)

11 V.7.c In any of these previous situations is detected: (i) It will be corrected by the Customer without caveat as soon as possible and with higher priority than others activities that the Customer could have planned previously. (ii) Besides TISSAT is entitled to limit the bandwidth used by the Customer. (iii) Moreover, depending on the magnitude and source of the problem, TISSAT is also entitled to partially freeze the service (e.g. to preclude that object are downloaded) or even suspend it during the period the problem is still unsolved, and notwithstanding we will entitled to keep billing for the quantity of information stored during that period, and we accept no liability for any loss or damage of any nature whatsoever and howsoever arising out that situation. V.7.d V.7.e Whether one or more of the previous conditions are consciously infringed or not corrected when detected that enables TISSAT to lawfully earlier terminate the service and without prejudice of TISSAT to any rights, remedies or obligations of Customer to TISSAT accrued under this service or contract prior to its termination, besides of billing for service usage until the earlier termination of service, the earlier termination fee, and so on, as established in Cloud Server as IaaS Service Definition and Cloud Server as IaaS Billing documents. In the other hand, if the Customer needs to change any of above conditions, we shall reach a new settlement about costs. CLAUSE VI. Fees and Payment VI.1 We calculate and bill fees for the use of the Service on a monthly basis. You will pay us the applicable fees, as described in the Cloud Server as IaaS Billing document, by using any of the available payment methods. In case you have made a pre-payment and therefore have a credit in your account, we will deduct the monthly fees from it. VI.2 Partial payment of the fees is considered non-payment, including the cases in which a pre-paid amount is not enough for the applicable monthly fees. VI.3 You may not withhold or deduct any amount from the monthly fees, if so it will be considered a non-payment. VI.4 We may charge you interest at the highest rate permitted by law on all late payments (Page 11)

12 VI.5 All fees payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. If you are obligate to pay taxes or duties for the use of this Service, you must advice us about and provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. VI.6 When you are obligated to pay any sort of taxes or duties, those taxes or duties will be added to your monthly fee. Partial payment of them will be considered nonpayment. VI.7 The Customer may not rely on a Force Majeure Event as stated in X.3 for any delay or non-performance of any obligation to pay for the fees related to the Services provided under this Agreement. VI.8 Subject to the general G-Cloud 4 Framework Agreement and to the Call-Off Contract established with the Customer, changes on fees for the Service will be effective at a date determined by us, provided we advice you by the channel established in Call-Off contract with at least 30 days advance. By continuing to use the Service after the effective date of any fee modifications, you agree to be bound by the modified terms. CLAUSE VII. Suspension of Service VII.1 We may suspend your Service, partially or in full, immediately upon notice to you if we determine: VII.1.a you are in breach of this Agreement; VII.1.b in the correspondent cases sated in point V.7 of this Agreement. VII.1.c you are delayed for 15 or more days on the payment of any applicable fees. VII.1.d you or an User s use of the Service poses (i) a security risk to us or any third party, (ii) may adversely impact the Service or the systems on which the Services operate or the data of any other customer (iii) or may subject us or any third party to liability; VII.2 If we suspend your right to use any portion or all of the Service: (Page 12)

13 VII.2.a you remain responsible for all fees and charges you have incurred until the date of suspension and for all fees and changes of any Service you still use but we might not have suspended. VII.2.b besides, during the suspension time we will entitled to keep billing for the quantity of information stored during that period, and we accept no liability for any loss or damage of any nature whatsoever and howsoever arising out that situation. VII.2.c we will not erase any of your data and applications, except if the suspension lasts for more than 30 days and you have not resolved the reasons that led to the suspension. VII.2.d you will not be entitled to any service credits under any service level agreement for the period of suspension; CLAUSE VIII. Term and Termination VIII.1 The term of this Agreement will commence on the Effective Date and will remain in effect during the period established in the Call-Off Contract. VIII.2 However, subordinated to the general G-Cloud 4 Framework Agreement and to the Call-Off Contract established with the Customer this Agreement can also be terminated by you or us, according to VIII.3 and VIII.4. VIII.3 Termination for Cause: VIII.3.a Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the thirty (30) day notice period. VIII.3.b We may also terminate this Agreement immediately upon notice to you if we believe providing the Services could create a substantial economic, technical or security risk for us or in order to comply with the law or requests of governmental entities or if the provision of any of the Services has become impractical for any legal or regulatory reason. VIII.3.c In the correspondent cases sated in point V.7 of this Agreement. VIII.3.d Either party may terminate this Agreement upon written notice to the other party if such other party becomes the subject of a petition in bankruptcy or (Page 13)

14 any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors VIII.3.e By any reason of Force Majeure as stated in X.3: In such case, either party may, during the continuance of any Force Majeure Event, terminate this Agreement by written notice to the other party if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 15 days. VIII.4 Termination for Convenience: VIII.4.a You may terminate this Agreement at any time and for any reason by providing us 30 days advance notice and closing your account and terminating all the Services; VIII.4.b We may terminate this Agreement at any time and for any reason by providing you 30 days advance notice. VIII.4.c Both cases will be considered as Earlier Termination, and in both of them the specific rules defined for Earlier Termination (in this Agreement and in Cloud Server as IaaS Service Definition and Cloud Server as IaaS Billing documents) will be applied. VIII.5 You remain responsible for all fees you have incurred until the date of termination. The customer s failure to timely pay all Fees as they become due shall constitute a material breach of this Agreement. If the customer is terminated for non-payment, all outstanding invoices as well as the remainder of all monthly Fees for the remaining term of the Agreement will be immediately due and payable upon the termination date as and for liquidated damages, and not as a penalty. VIII.6 In addition, in case of an earlier termination of this service decided by the Customer, besides of the fees established in Cloud Server as IaaS Billing document, the Customer shall indemnify TISSAT against any commitments, liabilities or expenditures which would otherwise represent an unavoidable loss for TISSAT by reason of the earlier termination of this service. VIII.7 You will not have access to your data or applications after the date of termination and therefore you must retrieve all the content that you require prior to the date of termination. VIII.8 The Customer shall be entitled to take advantage of any post-termination assistance TISSAT may make available with respect to the Service, such as data retrieval (Page 14)

15 arrangements. In fact, for this Service help is offered, if needed, for extracting data (or other similar task). Cost will depend on the working hours incurred by our staff, according to prices and conditions defined in Cloud Server as IaaS Service Definition and Cloud Server as IaaS Billing documents. After service termination, if previously asked for by you, you can take advantage of a complimentary extra-persistence period for your data stored in our service after which data will be completely erased: this free extra usage is only to let Customer verify the consistency of its downloaded data, but without normal access to our service. If you detect any problem in your downloaded data during the extra-persistence period, you could decide to renew the service for a month more at your cost in order to have enough time to duly terminate the service or contract our consultancy service to help you in that task. Any possible additional assistance asked for by the Customer after the extra-persistence period is subject to mutual agreement, but TISSAT shall be under no obligation to do so. CLAUSE IX. Proprietary Rights IX.1 IX.2 IX.3 IX.4 IX.5 IX.6 You or your licensors own all right, title, and interest in and to your data, as well as any service you develop using our APIs; however our API remain in our own in all of senses and you only are authorized to use it. You represent and warrant to us that you or your licensors own all right, title, and interest in and to your data and applications. We will not deliberately disclose your data, unless requested by the applicable governmental laws, regulatory bodies our court orders. We, or our licensors, own and reserve all right, title, and interest in and to the Service and its API. We grant you a limited, revocable, non-exclusive, non-sub licensable, non-transferrable license to use the Service and its API during its Term. Some content or applications may be provided to you under a separate license, in which case that license will govern your use of the Service. If you provide any suggestions to us, we will own all right, title, and interest in and to the suggestions without restriction. The Customer understands and agrees that as part of the Service, the customer may voluntarily participate in one or more discussions, public discussion groups or blogs with other users or employees of TISSAT. If so, the Customer understands and agrees that all information supplied as part of any such discussions shall be deemed non-confidential and not subject to the terms of CLAUSE IV. Moreover: (Page 15)

16 IX.6.a The Customer shall be solely responsible for determining whether to disclose or share any information on the foregoing forum and upon such disclosure or sharing, IX.6.b The Customer hereby grants TISSAT a non-exclusive, royalty-free, worldwide license to disseminate and sublicense other users of such forum to use information as part of the Service. IX.6.c TISSAT hereby grants to the Customer a non-exclusive, royalty-free, and worldwide license to use information supplied as part of the forum solely in connection with the use of the Service. IX.6.d The Customer hereby releases TISSAT from any and all liability in connection with information posted on the forum and acknowledges and agrees that all information received by the customer is provided by TISSAT and other customers exclusively on an AS IS basis and without express or implied warranties or representations of any kind as to accuracy, completeness, or otherwise. CLAUSE X. Other Liabilities and Indemnities X.1 You will defend, indemnify, and hold harmless TISSAT (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees) by any of your employees, collaborators, End Users and Users in general, or any third party entitled by the Customer to use directly or indirectly this service, arising out of or related to you use of, misuse of, or failure to use the Service, including without limitation: (i) alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other acceptable use policy violations; (ii) security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to you, to one of your customers, or to other third parties); (Page 16)

17 (iii) any action taken by us as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred. X.2 Besides, you shall indemnify and keep us indemnified against any and all costs, claims, losses, liabilities, proceedings and expenses (including legal fees) which are brought or threatened against us by any person, arising out of or in connection with your use of the Service or breach of this Agreement. X.3 Force Majeure: Neither party to this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to Force Majeure Event (any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war). X.4 Nothing in this Agreement shall exclude or limit either party's liability for fraud or fraudulent misrepresentation or any other matter for which liability cannot be excluded or limited as a matter of law. X.5 We shall not be liable to you for any indirect, special or consequential loss of damage or loss of profits, business opportunities, revenue, anticipated savings; wasted expenditure, goodwill or for any loss or corruption or destruction of data. X.6 Subject to aforesaid point of this clause, our total aggregate liability in contract, tort or otherwise (including negligence) howsoever arising out of or in connection with this Agreement shall in respect of any one or more incidents not exceed the total fees received by us from you in the last 6 months previous to the one in which the incident giving rise to the liability occurs. CLAUSE XI. Miscellaneous XI.1 The parties expressly agree that if any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. (Page 17)

18 XI.2 XI.3 XI.4 XI.5 XI.6 XI.7 Besides, the parties also expressly agree that if any limitation or provision contained or expressly referred to in this Agreement is held to be invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted, and if any party becomes liable for loss or damage, which would otherwise have been excluded, that liability shall be subject to the other limitations and provisions set out in this Agreement. We may provide any notice to you under this Agreement by posting information on our web site or by sending you a message to the address associated with your account. Notices will become effective upon posting or, if we notify you by , as stated in the message. It is your responsibility to keep your address valid. You will be deemed to have received any sent to the address associated with your account when we send the , whether or not you actually receive and/or read the . To give us notice under this Agreement you must contact us by addressed to legal@tissat.es or by post-mail addressed to the one established in the G-Cloud 4 Framework Agreement and to the Call-Off Contract established with the Customer. In the latter case our reception date will be considered as the effective date of your notification, and in the former one the effective notification date will be the date of our acknowledgement your notification. All communications and notices to be made or given pursuant to this Agreement must be in either English or Spanish. This Agreement is personal to you, the Customer, and accordingly you shall not assign, or grant any security interest over, any of its rights or obligations under this Agreement without obtaining our prior written approval. We retain the right to assign this Agreement to any company in our group structure (subsidiary or holding, at any level, or any holding subsidiary). Where applicable, i.e. subordinated to the general G-Cloud 4 Framework Agreement and to the Call-Off Contract established with the Customer, Spain will be the country of jurisdiction for all the terms and conditions of this service, stated in this section or any other part of this document ant its attachments, and both parties hereby submit to the exclusive jurisdiction of the Spanish Courts. (Page 18)