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 Affiliates | Replace 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 Warranty | Add 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 Data | Delete Section 9.2(b) to remove the prohibition on Sensitive Data. |
| Fees (Section 12) | |
| Change Payment Period | Modify “Payment Period” to ___ days after the invoice date. |
| Term and Termination (Section 14) | |
| Buffer Period (X days) Termination | Replace 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 Cap | Replace 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 Efforts | Replace 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 Usage | Add 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 Betas | Replace 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 Attachment | Add 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 Availability | Replace 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. |
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| Change Multiple Failures Threshold | Replace 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.” |
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| Replace Entire SLA Key Terms Chart: | ||||||||||||||||||||||||||||
| Replace SLA Key Terms Chart | Replace the SLA Key Terms Chart in its entirety with the following:
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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 | |
