ADDENDUM A
TERMS FOR AMAZON WEB SERVICES AND MICROSOFT AZURE
If Client is purchasing Amazon Web Services and/or Microsoft Azure, through Logicworks, then the terms and conditions set forth in this Addendum B shall, to the extent applicable to Client, form a part of the Agreement and shall be included in the “3P Terms”. Unless otherwise defined herein, capitalized terms have the meanings ascribed to such terms in the Agreement.
1. AGREEMENT TO AMAZON/MICROSOFT TERMS. In connection with providing Managed Services to Client, Logicworks agrees to manage those Third-Party Resources identified in a Service Order executed by the parties. As identified in a Service Order, Third-Party Resources may include cloud-computing resources that are provided by Amazon Web Services, LLC (“AWS”) or, as applicable, Microsoft Corporation (“MSFT”) and resold by Logicworks as part of the Amazon Partner Network or, as applicable, the MSFT partner program. Client acknowledges that its use of any AWS or, as applicable, MSFT resource is governed by and subject to the following terms and conditions, as amended from time to time. For AWS, such terms can be found at: (1) aws.amazon.com/legal, (2) AWS Customer License Terms, available at https://s3.amazonaws.com/Reseller-Program-Legal-Documents/AWS+Reseller+Customer+License+Terms.pdf and (3) the privacy policy at www.aws.amazon.com/privacy/ (collectively, with the AWS Service Level Agreement, AWS Customer Agreement, AWS Service Terms, and Terms of Use, each as amended from time to time, the “AWS Terms”). For MSFT, such terms can be found at: (i) azure.microsoft.com/en-us/support/legal/ and (ii) https://www.microsoft.com/licensing/docs/customeragreement (the “MSFT Terms”). In accordance with the AWS Terms or, as applicable, the MSFT Terms, Amazon or, as applicable, MSFT may capture, retain and use network or usage information whenever Client uses any AWS or, as applicable, MSFT resources. By signing the Agreement, Client explicitly agrees to be bound by the AWS Terms or, as applicable, the MSFT Terms and acknowledges that its use of AWS or, as applicable, MSFT resources is subject to the AWS Terms or, as applicable, MSFT Terms. Amazon or, as applicable, MSFT may perform maintenance on any AWS or, as applicable, MSFT resources or its network at any time, provided that Logicworks uses reasonable attempts to notify client as soon as commercially possible upon notice from AWS or, as applicable, MSFT.
2. RESPONSIBILITIES. Client shall contact Logicworks for all support related to the Cloud Infrastructure and shall not attempt to contact Amazon or, as applicable, MSFT directly. In the event Logicworks reasonably concludes that the Services are being used by Client in contravention of any of the terms and provisions contained in the Agreement or the AWS Terms or, as applicable, the MSFT Terms, Logicworks has the right to suspend the Services and Cloud Infrastructure without liability within two (2) business days after giving written notice and a request to cure to Client. Client accepts and shall observe the allocation of responsibilities to each party in the Responsibilities Matrix (as defined in the Cover Page). In connection with any termination of the Agreement, Client shall promptly notify Logicworks of its intent to either: (i) deactivate all AWS or, as applicable, MSFT resources, in which case all copies of the Client Content will no longer be available and will not be returned to Client; or (ii) have all linked accounts disassociated from Logicworks’ reseller account and transferred to Client, in which case, if Client is not in breach of the Agreement and arranges for a direct payment method with Amazon or, as applicable, MSFT, then Logicworks shall notify AWS or, as applicable, MSFT of the request and implement the transfer with the exception of Logicworks’ intellectual property and Preexisting Material. Client’s failure to notify Logicworks will be deemed to be an election by Client to deactivate all AWS or, as applicable, MSFT resources upon termination. If Client has a Business Associate Agreement (HIPAA Addendum) with Logicworks then client is responsible for initiating a BAA directly with Amazon. In connection with any usage of the AWS or, as applicable, MSFT resources, Client shall: (i) comply with all regulations, statutes, laws or guidance applicable to Client’s industry, and business; (ii) comply with all license terms or terms of use for any software, data, service or website used or accessed with the AWS or, as applicable, MSFT resources; (iii) be responsible and liable for, the use of the AWS or, as applicable, MSFT resources by Client, its customers and end users, and any person who gains unauthorized access to the AWS or, as applicable, MSFT resources as a result of Client’s failure with respect to security precautions; and (iv) put in place such security measures commensurate with the requirements and industry standards of its business. Client may only use the AWS or, as applicable, MSFT resources for lawful purposes. Client is solely responsible for deactivating all AWS or, as applicable, MSFT resources or for instructing Logicworks in writing to deactivate all AWS or, as applicable, MSFT resources, as applicable. Logicworks is not responsible for unauthorized access to or use of an AWS or, as applicable, MSFT resource, unless directly the fault of Logicworks due to a violation of law. Client shall be responsible and liable for, the use of any AWS or, as applicable, MSFT resources by Client, its Users, and any person who gains unauthorized access as a result of Client’s failure with respect to security precautions.
3. HANDOVER OF ACCOUNT. Unless otherwise specified in a Service Order, Logicworks may design, test, build or otherwise deploy any portion of the Cloud Infrastructure or any Deliverables on AWS or, as applicable, MSFT accounts maintained by and in the name of Logicworks. Such accounts, including, without limitation, those accounts that are transferred to Logicworks by Client or created by Logicworks, in each case, for the purpose of Client’s receipt of the Services shall, for the duration of the committed term set forth in a Service Order be maintained by and in the name of Logicworks, it being understood that a sub-account may, upon written request, be transferred to Client at the end of the Term, provided Client has paid all outstanding Invoices including any fees for Professional Services assessed in connection with such transfer. Upon a termination of the Agreement, Logicworks shall in good faith assist Client take over direct billing responsibilities for any subaccount related to its Cloud Infrastructure that may be under Logicworks’ name or control.
ADDENDUM B
TERMS FOR PROTECTED INFORMATION
These terms and conditions form a part of the Agreement. Unless otherwise defined herein, capitalized terms have the meanings ascribed to such terms in the Agreement.
1. USE OF ENCRYPTION. Client shall encrypt all PII (as defined below) while it is “at rest” (e.g., resides in databases, files, or in storage) in the Cloud Infrastructure and while it is “in motion” (e.g., is in the process of being transmitted manually or by automatic protocol) to, from or through the Cloud Infrastructure using an encryption process that meets the standards recommended by the National Institute of Standards and Technology. Client shall identify and interpret all Privacy Laws and industry standard controls that apply to the transfer, use, storage, backup, availability, integrity, security and destruction of any Client Content in connection with the Services. Client is solely responsible for ensuring that all PII is encrypted prior to and during its shipment. Logicworks has no obligation to examine Client Content prior to shipment to ensure that it has been encrypted and Logicworks shall have no liability to Client for any data breach, lost data or other harm arising from Client’s failure to encrypt. “PII” means: (1) personally identifiable information that would be considered “nonpublic personal information” under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1338); (2) information concerning an individual that is protected from disclosure by other applicable federal or state laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act of 1996; and (3) any nonpublic information that can be used, directly or indirectly, to identify an individual, such as a social security number, driver’s license number, date of birth, email address, and physical, mental, economic or cultural data. Client shall comply with all of the terms and conditions applicable to Client in the Agreement, all license terms for any software, data, service or website used or accessed with the Cloud Infrastructure and all laws, rules, regulations and governmental obligations that are applicable to Client’s business, including, as applicable, Privacy Laws and providing notice to and obtaining consent from Client’s Users. Client shall inform Logicworks in writing if Client’s compliance with applicable law requires any modification to Logicworks’ Services.
2. DATA PROTECTION. Client acknowledges that unless specifically contracted on a Service Order as an element of Services between Client and Logicworks, (i) Logicworks does not create or maintain an archive or backup of any data, site content, Client Content or other information maintained or otherwise stored in the Cloud Infrastructure and (ii) Logicworks shall have no liability to Client or any other person for loss, damage or destruction of any such information. Services required to copy and return Client Content may be arranged as Professional Services for an hourly fee, and Client acknowledges that it is solely responsible for the security, protection and backup of all Client Content. Notwithstanding any other provision in this Agreement, Client shall make the final decision regarding whether any Service meets or exceeds its legal obligations with respect to the transfer, use, storage, backup, availability, integrity, security and destruction of all data and Client Content. Use of any Services does not replace the need for Client to maintain regular data backups or redundant data archives and Client agrees to back up all data, files, and information prior to the performance of any Services.
3. DUTY TO MITIGATE. Logicworks does not have knowledge of the Client Content that is stored in the Cloud Infrastructure, including the quantity, value or use of the data. Client is therefore responsible to take all reasonable steps to mitigate the risks inherent in the provision of the Services, including loss of data such as PII.