Toolkit of Additional Terms

for Bonterms Cloud Terms and SLA Attachment


* These examples show how to add Additional Terms to a Cover Page for the Bonterms Cloud Terms (Version 1.0).

* You can delete or replace sentences or defined terms, add new provisions or modify the provisions of the Bonterms Cloud Terms or Service Level Agreement (SLA) Attachment as shown below.

* Further below, we also show how to add Attachments to the Cloud Terms Cover Page.

* These are examples only. Have legal counsel review before using.


Examples of how to modify terms of the Bonterms Cloud Terms through Additional Terms on a Cloud Terms Cover Page:

 

CLOUD TERMS
Additional Terms
The following Additional Terms are added to the Agreement:
Cloud Service (Section 2)
Expand Permitted Use to Expressly Reference AffiliatesReplace the first sentence of Section 2:

Subject to this Agreement, Customer may use the Cloud Service for its and its Affiliates’ internal business purposes during each Subscription Term (“Permitted Use”).

Warranties (Section 8)
Add Open Source WarrantyAdd to Section 8.2 (c):

Provider represents and warrants that Customer’s internal use of the unmodified Provider Software in accordance with the Agreement will not subject Customer to any open source license terms.

Sensitive Data (Section 9.2)
Remove Limit on Sensitive DataDelete Section 9.2(b) to remove the prohibition on Sensitive Data.
Fees (Section 12)
Change Payment PeriodModify “Payment Period” to ___ days after the invoice date.
Term and Termination (Section 14)
Buffer Period (X days) TerminationReplace the first sentence of Section 14.2 with the following:

Term of Agreement. This Agreement starts on the Effective Date and continues until 60 days after the end of all Subscription Terms, unless sooner terminated in accordance with its terms.

Limitations of Liability (Section 16)
Change Enhanced CapReplace the definition of “Enhanced Cap” in Section 16.5 with the following:

Enhanced Cap” means the greater of $__million US Dollars and [three] times ([3]x) the General Cap.

Indemnification (Section 17)
Define Order of Mitigation EffortsReplace Section 17.5(b) with the following:

(b) replace or modify the allegedly infringing portion of the Cloud Service to avoid infringement, without reducing the Cloud Service’s overall functionality or, if neither (a) nor (b) is commercially feasible.

Publicity (Section 20)
Expressly Prohibit Logo UsageAdd to Section 20:

Furthermore, neither party may use the name, logo or trademark of the other party without the other party’s prior approval.

Trials and Betas (Section 21)
Restore Provider indemnity and liability obligations for Trials and BetasReplace the last sentence of Section 21 (Trials and Betas) with the following:

Notwithstanding anything else in this Agreement, Provider offers no warranty, SLA or Support for Trials and Betas.

Insurance (New)
Add Insurance AttachmentAdd a new Section 22.16 (Insurance):

Provider shall comply with the obligations set forth in Attachment __ (Insurance) identified on this Cover Page.

Examples of how to modify terms of the Bonterms SLA through Additional Terms on a Cloud Terms Cover Page:

 

SERVICE LEVEL AGREEMENT (SLA)
Additional Terms
The following Additional Terms are added to the Agreement with respect to the Service Level Agreement (SLA) Attachment:
Revise elements of SLA Key Terms Chart:
Change Target AvailabilityReplace the definition of Target Availability in the SLA Key Terms Chart with the following:

Target Availability” is [99.5]% or higher and “Credit Tier 1” is 99.00% – [99.49]%. All other elements of the SLA Key Terms Chart remain the same.

Change Multiple Failures ThresholdReplace the definition of Multiple Failures in the SLA Key Terms Chart with the following:

Multiple Failures” means the Monthly Uptime Percentage is in Credit Tier [3] or below for [2] consecutive months or any [3] months in a rolling 12-month period.”

Replace Entire SLA Key Terms Chart:
Replace SLA Key Terms ChartReplace the SLA Key Terms Chart in its entirety with the following:

SLA Key Terms Chart
Monthly Uptime Percentage:Service Credit:
Target Availability:____% or higherNone
Credit Tier 1_____% – _____%__% of monthly fees
Credit Tier 2_____% – _____%__% of monthly fees
Credit Tier 3_____% – _____%__% of monthly fees
Credit Tier 4< _____%__% of monthly fees
Multiple Failures:means Target Availability is not met for __ consecutive months or any __ months in a rolling __-month period.

Examples of how to add Attachments to a Cloud Terms Cover Page:

Attachments (link or attach)
The following Attachments (if any) are incorporated into the Agreement.
Acceptable Use Policy (AUP)The AUP [attached to this Cover Page][found at this link]
Support Policy
Service Level Agreement (SLA)Bonterms Service Level Agreement (Version 1.0) – https://bonterms.com/forms/service-level-agreement-version-1-0/ [as modified by the Additional Terms set forth above]
Data Protection Addendum (DPA)Bonterms Data Protection Addendum (DPA) (Version 1.0) as implemented by the DPA Setup Page between Customer and Provider with a DPA Effective Date of ______ attached to this Cover Page.
Security Measures