Software Specific Terms Addendum

 

1.1 Right to Access.  During the License Term and subject to all of the restrictions set forth in the EULA related to the Software, OT grants to Licensee a non-exclusive, non-sublicensable, non-transferable right to access and use the online portal hosted by OT for the storage and communication of encrypted messages processed by the OpenText Encrypt solely for Licensee’s internal business purposes and by your third-party message recipients (the “Services”). Licensee are responsible and liable for: (a) Licensee’s use of the Services, including any violation or breach of the EULA; (b) any use of the Services or actions taken through use of Licensee’s Access Credentials; and (c) Licensee’s authorized employees and independent contractors (“End Users”) and message recipients compliance with the terms of this EULA.   

1.2 Accounts and Access Credentials. Use of the Services may require Licensee or Licensee’s End Users to create an account (“Account”) connected to access credentials (including, but not limited to, usernames and passwords) (“Access Credentials”). An Account is not required by Licensee or Licensee’s End Users to operate the OpenText Encrypt, however, it may be required to fully access the Services. Licensee and Licensee’s End Users are solely responsible for taking reasonable security measures to protect Licensee’s Access Credentials and agree not to share any End User’s Access Credentials. Licensee must notify OT immediately upon discovery of any unauthorized use of Licensee’s Access Credentials or unauthorized access to, or use of, any Account. Licensee is responsible for compliance with this EULA by Licensee’s End Users and for any and all (i) acts or omissions of Licensee’s End Users with respect to the Services; (ii) activities that occur under any of Licensee’s End User’s Accounts; (iii) any actions, or unauthorized use, by Licensee’s Access Credentials.  The actions of Licensee’s End Users with respect to the Services shall be binding on Licensee.

1.3 Licensee Content. Licensee grants OT a non-exclusive, worldwide, royalty-free, fully-paid license to use Licensee’s data and other information uploaded, generated, stored or transmitted by Licensee into the Services and/or through the Software (“Licensee Content”): (a) to perform OT’s obligations under this EULA; (b) as authorized or instructed by Licensee; (c) to provide, maintain and improve the Services; and/or (d) as required by applicable law. As between Licensee and OT, Licensee’s Content belongs to Licensee, and OT makes no claim to any right of ownership in Licensee Content. Licensee represents and warrants to OT that License is the owner of all rights to Licensee Content, or that Licensee has the right to reproduce, distribute, transfer and/or provide Licensee Content to OT for the purposes of this EULA. Licensee remains solely responsible at all times for Licensee Content and for ensuring that Licensee Content complies with the EULA and with all legal and regulatory obligations applicable to Licensee Content.

1.4 Licensee’s Obligations for Licensee’s Content. Licensee represents and warrants that: (a) Licensee owns or has a valid license to all of Licensee Content; (b) Licensee has all necessary consents, authorizations and/or legal permissions required to permit the processing of Licensee Content under this EULA; and (c) none of Licensee Content: (i) is subject to the International Traffic in Arms Regulations maintained by the Department of State; (ii) infringes any intellectual property, proprietary, contractual or privacy rights of any party; (iii) contains software viruses or any other computer code, files or programs that interrupts, destroy or limits the functionality of any computer software or hardware or telecommunications equipment; (iv) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous or otherwise objectionable; or (vi) in the sole of judgment of OT, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose OT or its customers to any harm or liability of any kind. OT has the right, but not the obligation, to monitor Licensee’s use of the Services to determine Licensee’s compliance with this EULA. OT has the right to suspend or terminate Licensee’s use of the Services if OT reasonably believes that you have breached any of Licensee’s obligations set forth in this Section. Unless otherwise agreed in writing, the Services and the Software shall not be used to encrypt application-generated (bulk) emails. Additionally, OT reserves the right to display a short message on all outbound encrypted emails.

1.5 Retention and Deletion of Licensee Content. OT shall have no obligation to retain, delete or return Licensee Content to Licensee except as provided in this EULA. Unless otherwise stated in this EULA, OT will delete all of Licensee Content no later than 30 days following the expiration or termination of the License Term.

1.6 Privacy and Data Protection Laws. OT will provide the Services in accordance with privacy and data protections laws, to the extent applicable. To the extent that OT processes personal data on Licensee’s behalf in performing the Services: (a) OT shall implement reasonable and appropriate technical and organizational measures designed to protect personal data against unauthorized or unlawful processing; (b) OT shall not collect, sell or use such personal data except as necessary to perform the Services, or as otherwise permitted by the applicable laws; and (c) where an individual submits a verifiable request to OT to exercise their privacy rights relating to their personal data in respect of Licensee as the named customer, OT shall forward these requests to Licensee’s email address on file with OT as soon as reasonably practicable. To the extent that OT requires personal data to provide the Services, Licensee will provide personal data only to the extent reasonably required. Licensee is responsible for implementing and maintaining privacy protections and security measures for components that Licensee provides or controls, as well as complying with Licensee’s obligations under this EULA or otherwise required by law including (without limitation) any requisite consents required to share or manage such personal data. To the extent that the provision of the Services by OT involves the processing of personal data: (a) if such personal data is subject to applicable Data Protection Legislation (as defined in the Data Processing Addendum available at  https://www.opentext.com/assets/documents/en-US/pdf/opentext-data-processing-addendum-en.pdf and which may be updated from time to time (the “DPA”)), the terms of the DPA shall apply and be deemed incorporated herein automatically; and (b) if such personal data is subject to the Applicable State Privacy Laws (as defined in the U.S. State Privacy Addendum available at https://www.opentext.com/assets/documents/en-US/pdf/opentext-us-state-privacy-addendum-legal-document-en.pdf and which may be updated from time to time (the “U.S. State Privacy Addendum”)), the terms of the U.S. State Privacy Addendum shall apply and be deemed incorporated herein automatically. If Licensee is a “Covered Entity” (as such is defined in 45 CFR § 160.103) and Licensee uses certain OT Services to transmit, store, or otherwise process Protected Health Information (as such is defined in 45 CFR § 164.501), so that OT is acting as a “Business Associate” (as such is defined in 45 CFR § 160.103) in relation to the same, the terms of the OT Business Associate Agreement here at https://www.carbonite.com/legal/business-associate-agreement shall apply and be deemed incorporated herein automatically.