Ivanti Supplemental Terms for the SaaS Offering
In conjunction with your purchase of a subscription for the SaaS Offering, you agree to these Supplemental Terms which are hereby incorporated into the End User License and Services Agreement between Ivanti and you (the "Agreement").
ACCESS. Ivanti hereby grants to you a non-exclusive, non-transferable right to access and use the features and functions of the applicable SaaS Offering consistent with the subscription you purchased and paid for. If you exceed the usage limits of the subscription purchased, you will incur additional fees for such excess usage. Unless otherwise agreed in writing, you may not decrease your subscription to the SaaS Offering within any contractual term. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the SaaS Offering, and notify Ivanti promptly of any such unauthorized use known to you.
Ownership. You retain all right, title and interest in and to all data, media and information you provide to Ivanti (the "Content"). Ivanti acknowledges that it neither owns nor acquires any additional rights in and to the Content not expressly granted by this Agreement.
Responsibility for Content and Security. You are responsible for all changes to and/or deletions of Content and the security of all passwords and other access protocols required in order to access the SaaS Offering and are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Content. You shall procure all rights and privileges to obtain and transfer Content to Ivanti under the terms of this Agreement. Your provision of such Content to Ivanti shall be in compliance with all applicable laws and regulations, including but not limited to all privacy laws and regulations. You understand and agree that the SaaS Offering does not require any Content that reveals personal information such as race, ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, information about an individual's health or sex life, government-issued identification numbers, or financial information. You agree that the use of any such Content is at your discretion and incidental to the use of the SaaS Offering. You represent and warrant that you own or otherwise have sufficient rights to grant Ivanti access to and use of the Content in accordance with the terms of this Agreement.
License. You hereby grant to Ivanti a non-exclusive, non-transferable right and license (a) to use the Content during the term of this Agreement for the limited purpose of performing Ivanti's obligations under this Agreement, and (b) to create anonymous profiles or insights from an analysis of or otherwise based on anonymized, aggregated Content, provided, however, in no event will you or any of your Users be personally identifiable.
CUSTOMER RESPONSIBILITIES. You shall not use the SaaS Offering to: (i) send any form of duplicative and unsolicited messages; (ii) harvest, collect, gather or assemble information or data regarding other users without their consent; (iii) transmit through or post on the SaaS Offering unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (iv) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (v) interfere with or disrupt the integrity or performance of the SaaS Offering or the data contained therein; (vii) attempt to gain unauthorized access to the SaaS Offering, computer systems or networks related to the SaaS Offering; or (viii) interfere with another user’s use and enjoyment of the SaaS Offering.
AVAILABILITY AND SERVICE LEVEL CREDITS.
Availability. The material features and functions of the SaaS Offering shall be available 99.9% of the time during each calendar quarter, except for: (i) the time during which the SaaS Offering is unavailable so that Ivanti or its hosting provider can perform maintenance and upgrades ("Planned Maintenance Downtime"); (ii) downtime caused by circumstances beyond Ivanti's control, including without limitation, events of Force Majeure; (iii) failure of your infrastructure or connectivity, computer and telecommunications failures,; (iv) general Internet outages, including, but not limited to network intrusions or denial-of-service attacks; (v) use of the SaaS Offering in sandbox, trial, beta, staging, pilot, demo and debugger accounts and other nonproduction or test environments; (vi) your or a third party's hardware or software; (vii) actions or inaction by you or any third party; (viii) your failure to modify your use of the SaaS Offering after being advised to do so; (ix) use of beta or trial services; or (x) acts or omissions of you, your employees, agents, or contractors, or anyone gaining access to the SaaS Offering by means of your passwords or equipment.
Reporting. If the SaaS Offering is not available, you shall notify Ivanti upon discovery of the unavailability so that Ivanti can confirm and determine the cause of the unavailability. As part of the notification, you shall provide (A) your name and contact information; (B) beginning time of the outage; (C) a description of the characteristics of the outage; (D) end user location; (E) URL(s) affected; (F) the internet service provider used to access the SaaS Offering; (G) network traceroutes; and (H) any attempts you made to resolve the outage.
Planned Maintenance Downtime. Planned Maintenance Downtime shall generally not exceed four (4) hours per calendar quarter. However, in the exceptional case that Planned Maintenance Downtime will exceed four (4) hours per calendar quarter, Ivanti shall give you notice by e-mail to the e-mail address provided by you. Ivanti will schedule Planned Maintenance Downtime between 8:00 pm to midnight, Coordinated Universal Time, as much as practicable.
Service Credits. In the event that Ivanti fails to maintain the foregoing availability of the SaaS Offering during any calendar quarter of the subscription, your sole and exclusive remedy shall be to request a service credit in the following percentages of the prorated monthly fees paid for the SaaS Offering: a) for availability less than 99.9%, but greater or equal to 99.5%, a service credit of 10%; b) for availability less than 99.5%, but greater or equal to 99.0%, a service credit of 25%; or c) for availability less than 99.0%, a service credit of 50%. Service credits may be used only to extend the SaaS Offering and shall be applied to your account at the end of the license term. The terms of this section relating to service credits constitute a genuine pre-estimate of the loss or damage that you might suffer as a result of any unavailability of the SaaS Offering and are adequate compensation for any loss or damage caused by any unavailability of the SaaS Offering. To qualify for a service credit, you must notify Ivanti of the unavailability and file a claim with Ivanti within five (5) business days of the end of the calendar month in which the unavailability occurred. Within thirty (30) days of your request, Ivanti will either deny the request or issue a credit memo acknowledging the credit or extension. Availability will be calculated using Ivanti’s system logs and other records.
SUPPORT AND MAINTENANCE. Support and Maintenance Services are included as part of the SaaS Offering. Updates are provided to you as part of the Support and Maintenance Services. Ivanti reserves the right to determine how and when to develop and apply any Updates to the SaaS Offering.
BACKUP AND DISASTER RECOVERY. Ivanti hosts the SaaS Offering in a primary data center which is backed up by a separate disaster recovery site ("DRS"). Your Content is backed up incrementally on a daily basis and fully on a weekly basis. Ivanti employs additional procedures to copy full data backups to the DRS, including mirroring via log shipping. The DRS houses clones of the configurations and Content in the primary data center to ensure a seamless failover. In the event of a disaster, all requests to the primary data center will reroute to the DRS within six (6) hours. This rerouting obligation is for the core service management application only.
SURVIVAL. The provisions of Sections 2 and 3 will survive the termination of these Supplemental Terms.