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 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.

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

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.
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.
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.”
Replace Entire SLA Key Terms Chart:
Replace SLA Key Terms Chart Replace the SLA Key Terms Chart in its entirety with the following:
SLA Key Terms Chart
Monthly Uptime Percentage: Service Credit:
Target Availability: ____% or higher None
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.