Custodia Compliance Cloud OneSM  - Terms of Use

The purchase and use of Custodia Compliance Cloud OneSM (herein “the Services”) is governed by legal agreements to be entered into by Clients and Custodia or an authorized Custodia Partner. The following terms and conditions shall be included in such legal agreements, subject to change at any time by Custodia.

All references to “Client”, “You” and “Your” in this annex shall mean collectively the organization and the end user of the Services. All references to “Supplier”, “We”, “Us”, or “Our” shall mean Custodia. 

I.	General Terms of Service

1.	Right to use. 
We grant you the right to access and use the Services included with your Subscription, as further described in this Schedule. We reserve all other rights.
2.	Acceptable use. 
You may use the Services only in accordance with this Schedule. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Services, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Services. You may not rent, lease, lend, resell, transfer, or host the Services, or any portion thereof, to or for third parties except as expressly permitted in this Schedule. 
3.	End Users. 
Client controls access by End Users and is responsible for their use of the Services in accordance with the Agreement. 

4.	Client Data. 
Client is solely responsible for the content of all Client Data. You will secure and maintain all rights in Client Data necessary for us to provide the Services to you without violating the rights of any third party or otherwise obligating Supplier to you or to any third party. Supplier does not and will not assume any obligations with respect to Client Data or to your use of the Services other than as expressly set forth in the Agreement or as required by applicable law. 

5.	Responsibility for your accounts. 
You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services. You must promptly notify our Client support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Services.

6.	Compliance with Law, Rules and Regulations. 
You agree that in connection with the exercise of your rights and performance of your obligations under the Agreement, you will comply in all material respects with all applicable laws and regulations. You acknowledge that Supplier exercises no control whatsoever over your Content or the information passing through the Supplier Data Center, and that, as between you and Supplier, it is your sole responsibility to ensure that the information you transmit and receive complies with all applicable laws and regulations. You agree that you will comply at all times with Supplier’s Rules and Regulations in existence from time to time and of which you have been notified.

7.	Term, termination, and suspension.
a. Subscription term and termination. Subscriptions will remain in effect for a period set out in the applicable Subscription order, unless terminated earlier as provided herein. Subject to the conditions herein, Subscriptions will automatically renew for additional terms of one (1) year each, at the then-standard rates, or as otherwise agreed by the parties. The Agreement and applicable Schedule shall remain in effect for as long as there are ongoing Subscriptions, with regard to these ongoing Subscriptions.
c. Suspension. We may suspend your use of the Services if: (1) it is reasonably needed to prevent unauthorized access to Client Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this Schedule; or (4) you do not abide by Section 1(b) herein, or you violate other terms of this Schedule. If one or more of these conditions occurs, then:
A suspension will apply to the minimum necessary part of the Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 20 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 45 days after we suspend, we may terminate your Subscription and delete your Client Data without any retention period. We may also terminate your Subscription if your use of the Services is suspended more than twice in any 12-month period.
d. Termination For Cause. Either party will have the right to terminate this Schedule if: (a) the other party materially breaches any term or condition of this Schedule, including but not limited to the payment of fees, and fails to cure such breach within thirty (30) days after written notice of the same; (b) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (c) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
e. No Liability for Termination. Neither party will be liable to the other for any termination or expiration of this Schedule which occurs in accordance with the terms of the Schedule.
8.	Warranties.
a. Limited warranty Services. We warrant that the Services will meet the terms of the SLA during the Term. Your only remedies for breach of this warranty are those in the SLA.
b. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty; (ii) this limited warranty does not cover problems caused by accident, abuse or use of the Services in a manner inconsistent with this Schedule or our published documentation or guidance, or resulting from events beyond our reasonable control; and (iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements.
c. DISCLAIMER. (i) EXCEPT FOR THE EXPRESS WARRANTIES SET OUT ABOVE, ALL SERVICES PERFORMED, AND SERVICES PROVIDED, AND SPACE MADE AVAILABLE BY SUPPLIER HEREUNDER ARE PERFORMED, PROVIDED, AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND CLIENT'S USE OF THE HOSTING SERVICE IS AT ITS OWN RISK. SUPPLIER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SUPPLIER DOES NOT WARRANT THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (ii) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. WHILE SUPPLIER’S SERVICES PROVIDE CLIENT WITH CONNECTIVITY TO THE INTERNET, SUPPLIER DOES NOT AND CANNOT CONTROL THE FLOW OF INFORMATION TO OR FROM SUPPLIER’S DATA CENTERS TO OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH SUPPLIER’S CLIENTS' CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH SUPPLIER WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, SUPPLIER CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, SUPPLIER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
d. Warranties by Client. (i) Client's Content. Client represents and warrants that it owns or has the legal right and authority, and will continue to own or maintain the legal right and authority during the term of this Schedule, to place and use the Client content as contemplated by this Schedule, and to use, modify, transmit, and distribute the Client Content without infringing, misappropriating, or otherwise violating any intellectual property rights of any third party. 
(ii) Client's Business. Client is familiar with the laws and regulations applicable to Client's business. Client represents and warrants that Client's business does not, and will not during the term of this Schedule, contain or transmit any material that would violate any applicable local state, national, foreign or international law. In the event of any breach, or reasonably anticipated breach, of such warranty, in addition to any other remedies available at law or in equity, Supplier shall have the right, after notice to Client, with an adequate opportunity to cure based on the specific circumstances, in Supplier’s sole discretion: (A) to terminate or restrict access to any such materials in any manner, and/or (B) to suspend any related Services provided Supplier takes the minimal action(s) necessary to address the specific violation. 
9. Defense of claims.
a. Defense. (i) We will defend you against any claims made by an unaffiliated third party that a Service infringes that third party's patent, copyright or trademark or makes unlawful use of its trade secret. (ii) You will defend us against any claims made by an unaffiliated third party that (1) any Client Data, Client Content, Non-Supplier or Non-Microsoft Products, you use, directly or indirectly, in using a Service infringes the third party's patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from violation of the Acceptable Use Policy.
b. Limitations. Our obligations in Section 5.a. will not apply to a claim or award based on: (i) any Client Solution, Client Data, Non-Supplier or Non-Microsoft Products, modifications you make to the Services, or services or materials you provide or make available as part of using the Services; (ii) your combination of the Services with, or damages based upon the value of, Client Data or a Non-Supplier or Non-Microsoft Product, data, or business process; (iii) your use of a Supplier or Microsoft trademark without our express written consent, or your use of the Services after we notify you to stop due to a third-party claim; (iv) your redistribution of the Services to, or use for the benefit of, any unaffiliated third party;.
c. Remedies. If we reasonably believe that a claim under Section 5.a.(i). may bar your use of the Services, we will seek to:(i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Services. If these options are not commercially reasonable, we may terminate your rights to use the Services and then refund any advance payments for unused Subscription rights.
d. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties' respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.