Additional Terms Relating to Orders Including SaaS Products and/or Hosted Services
1) SAAS PRODUCTS. Where SaaS Products are made available under an Order, Sitecore and its licensors retain all right, title and interest in the SaaS Products and any applicable Documentation. Subject to compliance with the Agreement, Sitecore grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable (save as expressly provided in the Agreement) license to access the SaaS Products and copy and use the Documentation, solely during the applicable Subscription Term, and solely for the Permitted Usage. Customer’s use of the SaaS Products is subject to compliance with the Sitecore Usage Policy. An Order may set forth other specific license terms and restrictions applicable to the SaaS Products.
2) HOSTED SERVICES. Where Hosted Services are provided under an Order, Sitecore and its licensors retain all right, title and interest in the Hosted Services and any applicable Documentation. Subject to compliance with the Agreement, Sitecore grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable (save as expressly provided in the Agreement) license to use the Sitecore Technology and access the Hosted Services, and copy and use the Documentation, solely during the applicable Subscription Term, and solely for the Permitted Usage. Customer’s use of the Hosted Services is subject to compliance with the Sitecore Usage Policy. An Order may set forth other specific license terms and restrictions applicable to the Hosted Services.
3) SERVICE LEVEL AGREEMENT. Sitecore offers a service level agreement for each of its SaaS Products and Hosted Services (a “Service Level Agreement”), which can be found at https://www.sitecore.com/legal/sla.
4) WARRANTIES. Sitecore warrants that:
a) SaaS Products made available to Customer under an Order will materially perform in accordance with the Documentation during the applicable Subscription Term; and
b) the provision of Hosted Services under an Order will not violate any Applicable Laws.
5) DATA PROCESSING ADDENDUM & CUSTOMER DATA
a) Sitecore will manage, process and store all Customer Data in accordance with the Data Processing Addendum.
b) Customer owns and shall retain all right, title, and interest in and to the Customer Data. Customer represents and warrants that none of the Customer Data violates the Agreement and that it has all necessary right, title, interest and consent necessary to allow Sitecore to use Customer Data for the purposes of fulfilling its obligations under the Agreement, and Customer understands and agrees that the Customer Data should not include any Restricted Data without Sitecore’s prior written consent. Customer grants to Sitecore a non-exclusive and non-transferable right and license during the Subscription Term to copy, store, process, transmit and otherwise use the Customer Data solely as necessary and appropriate for Sitecore to fulfil its obligations under the Agreement and in accordance with Applicable Laws.
6) USAGE DATA. Customer understands and agrees that Sitecore will use the Usage Data (i) in order to provide the Sitecore Products and Services to Customer, and (ii) for its internal purposes to improve the Sitecore Products and Services, provided that any such use will not disclose the identity of Customer or its users. In addition, Sitecore may use Anonymized Data for the purpose of improving Sitecore Products and Services to the extent permitted under Applicable Law. As between the parties, Sitecore owns all right, title and interest in and to the Usage Data and Anonymized Data.
7) CUSTOMER INDEMNITY
a) Customer will defend, indemnify and hold harmless Sitecore and its respective directors, officers, employees, and agents (the “Sitecore Indemnitees”), from and against any third party claims, losses, damages, suits, fees, judgments, costs and expenses (collectively referred to as “Sitecore Claims”), including reasonable attorneys’ fees incurred in responding to such Sitecore Claims, that the Sitecore Indemnitees incur as a result of (i) Sitecore’s access to, collection, use or storage of Customer Data in performing its obligations under the Agreement (including, without limitation, making available the SaaS Products and/or providing the Hosted Services), including any claim that the Customer Data is Restricted Data, or (ii) conduct or alleged conduct that would constitute Customer’s breach of the Sitecore Usage Policy.
b) Sitecore must (i) provide reasonably prompt written notice of any Sitecore Claim to Customer, (ii) allow Customer to assume complete control of the defense or settlement of any Sitecore Claim, and (iii) provide reasonable cooperation and assistance. Sitecore may participate at its own expense using counsel of its choice. Sitecore’s failure to perform any obligations under this paragraph (c) will not relieve Customer of its obligations under this Section unless Customer can demonstrate that it has been materially prejudiced as a result of such failure. Furthermore, Customer may not settle any Sitecore Claim without Sitecore’s prior written consent (which such consent shall not be unreasonably withheld, conditioned or delayed) if such settlement (i) contains a stipulation to or an admission or acknowledgement of any liability or wrongdoing on the part of Sitecore, or (ii) imposes any obligation or liability upon Sitecore.
8) TERM AND TERMINATION
a) Suspension. Sitecore reserves the right, by providing electronic notice to Customer, to suspend any Order for SaaS Products or Hosted Services (as applicable) in the event Sitecore reasonably believes that Customer has materially violated the Sitecore Usage Policy or is causing an actual or imminent risk to the security or operations of Sitecore. Sitecore will provide as much advance notice as is reasonably practical of any suspension. In the event Customer does not cure the situation giving rise to this suspension or does not use its best endeavours to work with Sitecore to remediate the situation giving rise to the suspension within 10 days of receipt of notice, Sitecore may terminate the Order for breach with no further right to cure. Sitecore shall restore the affected SaaS Product(s) or Hosted Services as soon as reasonably practicable following the situation giving rise to the suspension being cured.
b) Termination for Change to Service Level Agreement. With respect to each of its SaaS Products and Hosted Services (as applicable), to the extent any updates to the applicable Service Level Agreement, even if reasonable, result in a material decrease in the Monthly Uptime Commitment (defined in the applicable Service Level Agreement), Customer may immediately terminate the applicable Order by providing written notice to Sitecore within 60 days after publication of such changes, and where failure to provide such timely notice will be deemed consent to such change. In the event Customer timely terminates such Order as set forth in the preceding sentence, Sitecore will refund the pro-rata share of any fees Customer has prepaid for the applicable Subscription Term under the Order.
c) Effect of Termination.
i) Upon termination of any Order including SaaS Products, Customer will immediately cease all use of such SaaS Products.
ii) With respect to Customer Data: (i) Sitecore will only retain the Customer Data stored in its systems for 30 days (the “Retrieval Period”) after termination of any Order for SaaS Products and/or Hosted Services (as applicable); (ii) Sitecore will make Customer Data available for retrieval during the Retrieval Period and will assist with any reasonable request from Customer to retrieve the Customer Data within the Retrieval Period, provided that if the Order is terminated for Customer’s breach: (A) such assistance will be provided at Customer’s cost; and (B) Customer acknowledges that Sitecore (acting reasonably) shall not be responsible where it is not able to assist as a result of the nature of Customer’s breach; and (iii) if requested by Customer, Sitecore will destroy Customer Data before expiration of the Retrieval Period, provided Sitecore may retain Customer Data where required by Applicable Laws or reasonably necessary to prevent liability.