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Cloud Service EULA

1.  Obligations of the Customer

1.1.      The Customer undertakes to:

1.1.1.   Ensure, at its expense, that any Solution elements provisioned by the Customer, including Customer managed network infrastructure elements and third party services, are established, configured and maintained in accordance with the Solution Documentation;

1.1.2.   Ensure, if applicable, that Customer’s data sources incorporated into the Solution are maintained up to date and available in order to allow the Vendor or its partners to perform obligations under this EULA Agreement.

1.2.      The Customer, its employees or representatives shall not commit any act or cause to be committed or allow any act to be committed, and shall not provide any service that disrupts or affects in any manner whatsoever the Vendor’s provision of the Services stipulated herein.

1.3.      The Customer shall be responsible for obtaining the licenses or authorizations required for any equipment, hardware or software not provided by the Vendor or its partners. 

1.4.      The Customer shall not, for commercial purposes, resell or remarket a part or all of the Services provided under this EULA Agreement.

1.5.      The Vendor reserves the right to take any measures it deems necessary including, acting reasonably, to ensure compliance with this section.  Provided that Vendor provides Customer with written notice and reasonable opportunity for Customer to correct any such non-compliance, Vendor may suspend Services or terminate this EULA Agreement for cause.  In case of termination of this EULA Agreement pursuant to this section, the Customer agrees and irrevocably undertakes to pay the Vendor the Termination Charges.

2. Warranty, exclusions and remedy

Software Warranty for End-User Customer Cloud Service Solutions:  Vendor warrants that, at all times during the term of the End-user Customer agreement, the Services and Software will conform to the Solution Documentation, per Section 7 of the Agreement Representations, Warranties and Covenants./p>

3. Service Conditions

3.1.      Unless otherwise specified in a Statement of Work, the Services are offered on a multi-tenant basis.   Customer acknowledges and agree that Vendor and its partners have the responsibility and full authority to architect, build, operate, maintain and upgrade the cloud service environment(s) which supports the Services. This responsibility extends to, as applicable, any Solution components provided by Vendor and its partners and installed within the Customer’s network infrastructure.

3.2.      The Customer Solution may include components provided and managed separately by a number of parties, including the Customer and third parties who are not subject to the terms of this EULA Agreement.  Customer acknowledges and agrees that Vendor and its partners accountability for provision of the Services as detailed in a Statement of Work and other Solution Documentation is limited to the performance of the cloud platform and the custom business application(s) built by Vendor and its partners.  Where Vendor and its partners has the responsibility to provision third party services (such as network services),  they are accountable to validate that such third parties are able to meet the Solution requirements, and work with such third party services to ensure that identified performance issues are addressed and resolved.

3.3.      Components provided by and managed by the Customer, including Customer’s network and data infrastructure, business applications which have data integrations with the Solution and, as applicable, Customer-contracted cloud services, are the responsibility of the Customer including all updates, maintenance, costs, vendor relationships and issue management.

3.4.      Customer acknowledge and agree that none of the Parties identified in this EULA Agreement are directly accountable for the performance and availability of third party services incorporated into a Solution including network services (such as SIP and internet services) or cloud services and that any performance issues, service disruptions or outages arising from such Solution components will not be in scope for any evaluation of the Services.

3.5.      The cloud service platform and data environments provisioned by Vendor and its partners meet the PCI-DSS security standard.  Customer acknowledge that, as applicable, custom business applications which handle payment card data or personally identifiable information are to be designed to not store such data unless masked to meet the relevant security standard.  Customer acknowledges and agrees that, due to platform software performance considerations, data at rest within the aforementioned environment is not encrypted.  As compensating controls, ComputerTalk has deployed and maintains industry standard data security technologies in combination with a comprehensive and fully operationalized Information Security Policy and annual third party certification to address and minimize security risks.

3.6.      Partner and each of its End-User Customers acknowledge that Vendor and its partners have the obligation and right to plan, schedule and perform service activities, some of which may cause interruptions to Customer Services.  Vendor and its partners undertake to minimize the impact of such interruptions by scheduling service activity outside of Customer business hours and, when that is not feasible (for example when Customer business hours are effectively 24/7), provide reasonable advance notice.