Cloud Services Terms and Conditions

ARTICLE I. DEFINITIONS

Agreement means the master agreement document (i.e. Software License, Services and Maintenance Agreement) between DSI and Customer.
Ancillary Program means any software agent or tool owned or licensed by DSI that DSI makes available to Customer for download as part of the Cloud Services for purposes of facilitating Customer’s access to, operation of, and/or use with, the Services Environment. The term “Ancillary Program” does not include Separately Licensed Third-Party Technology.

Cloud Services means, collectively, the DSI cloud services (e.g., DSI software as a service offerings, subscriptions and related Licensed Products) listed in Customer Order and defined in the Service Specifications. The term “Cloud Services” does not include Professional Services.
Cloud Service Specifications means this document and the following documents, as applicable to the Cloud Services: (a) DSI Cloud Management Policy; (b) DSI Cloud Data Security Policy; (c) DSI Services Privacy Policy; (d) Cloud Services Data Processing Agreement; and any other DSI documents that are referenced in or incorporated into any Customer Order.

Customer Content means all text, files, images, graphics, illustrations, information, data (including personal data), audio, video, photographs and other content and material (other than Your Developed Applications), in any format, provided by Customer or Customer’s Users that reside in, or runs on or through, the Services Environment. However, Customer agrees that it shall not store or run on or through the Services Environment any health, payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data.

Customer Order means a Licensed Product Attachment as defined in the Agreement.
Data Center Region refers to the geographic region in which the Services Environment is physically located. The Data Center Region applicable to the Cloud Services is set forth in Customer Order. Licensed Products refers to the software products owned or licensed by DSI to which DSI grants Customer access as part of the Cloud Services, and any program updates provided as part of the Cloud Services under the terms of the Agreement. Licensed Products do not include Separately Licensed Third-Party Technology.
Malicious Code means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms and Trojan horses.
Professional Services refers to the services, including without limitation, consulting, implementation, configuration, or installation services related to the Software offered by DSI.
Program Documentation refers to the user manuals referenced within the Service Specifications for Cloud Services, as well as any help windows and readme files for the Licensed Products that are accessible from within the Services. The Program Documentation describes technical and functional aspects of the Licensed Products.
Separate Terms refers to separate license terms between Customer and a third-party licensor that are specified in the Program Documentation, Service Specifications, readme or notice files and that apply to Separately Licensed Third-Party Technology.
Separately Licensed Third-Party Technology refers to third-party technology that is licensed under Separate Terms and not under the terms of these Cloud Services Terms and Conditions.
Service Specifications means the descriptions applicable to the Cloud Services under Customer Order, including any Program Documentation, hosting, support and security policies, and other descriptions referenced or incorporated in such descriptions or Customer Order.
Services Environment refers to the combination of hardware and software components owned, licensed or managed by DSI to which DSI grants Customer and Customer’s Users access during the Services Period. As applicable and subject to the terms of the Software License, Services and Maintenance Agreement and any Customer Order, the Licensed Products, Third Party Content, Customer Content and Your Developed Applications may be hosted in the Services Environment.
Services Period refers to the period of time for which Customer is licensed to use the Licensed Products and Cloud Services as identified in Customer Order.

Third-Party Content means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of DSI and made available to Customer through, within, or in conjunction with Customer’s use of the Licensed Products in the Services Environment. Examples of Third-Party Content include data feeds from social network services, rss feeds from blog posts, and data libraries and dictionaries. Third Party Content does not include Accessory Products.

Your Developed Applications means “Customer Developed Applications” as defined in the Agreement.

ARTICLE II. USE OF CLOUD SERVICES

1. DSI will use commercially reasonable efforts to make the Cloud Services available 24 hours a day, 7 days a week and in accordance with the Service Specifications and contractual obligations of DSI’s hosting provider, currently Amazon Web Services, Inc. (“AWS”), except for: (a) Scheduled Maintenance (as defined in the DSI Cloud Management Policy, and (b) any unavailability caused by circumstances beyond DSI’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving DSI’s employees), Internet service provider failure or delay, third party application or content, or denial of service attack.

2. DSI will maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Content including those described in the Cloud Services Data Processing Agreement and any other safeguards required by applicable data protection or security laws and generally accepted industry standards. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Content by DSI personnel except (a) to provide the Cloud Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as Customer expressly permits in writing. DSI will periodically review, evaluate, verify and assess the effectiveness of the technical and organizational measures to ensure the safety of Customer Content.

3. Customer shall not knowingly or negligently use or permit use of the Cloud Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Customer Content, Your Developed Applications and Third Party Content, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, (f) otherwise violate applicable laws, ordinances or regulations, or (g) introduce Malicious Code into Cloud Services or the Services Environment. Customer shall not conduct security assessments against the Cloud Services without prior written consent from Cloud Inventory, or utilize any device or program to enable access to the Cloud Services in a manner such that the individual accessing the Cloud Services is not counted as a Customer’s User. In addition to any other rights afforded to DSI, DSI reserves the right, but has no obligation, to take remedial action if any material violates the restrictions in the foregoing sentence (the “Acceptable Use Policy”), including the removal or disablement of access to such material. DSI shall have no liability to Customer in the event DSI takes such action. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Customer Content and Your Developed Applications. Customer agrees to defend and indemnify DSI against any third-party claim arising out of a violation of Customer’s obligations under this provision.

4. Customer shall (a) be responsible for Users’ compliance with the Acceptable Use Policy, (b) be responsible for the accuracy, quality and legality of Customer Content and the means by which Customer acquired Customer Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Cloud Services, and notify DSI promptly of any such unauthorized access or use, (d) use Cloud Services only in accordance applicable laws and government regulations, and (e) comply with terms of service of any third party applications, content or web sites used in conjunction with Cloud Services or Your Developed Applications.

5. Except as expressly permitted herein or in the Agreement, Customer will not (a) make any Cloud Services available to, or use any Cloud Service for the benefit of, anyone other than Customer, (b) sell, resell, license, sublicense, distribute, rent or lease any Cloud Services, or include any Cloud Services or Customer Content in a service bureau or outsourcing offering, (c) use Cloud Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Cloud Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Cloud Services or third-party data contained therein, (f) attempt to gain unauthorized access to any Cloud Services or its related systems or networks, (g) permit direct or indirect access to or use of any Cloud Services in a way that circumvents a contractual usage limit, (h) copy Cloud Services, or any part, feature, function or user interface thereof, (i) copy content except Customer Content, (j) frame or mirror any part of any Cloud Services, (k) access any Cloud Services in order to build a product or service that is competitive with the Cloud Services provided to Customer hereunder, or (l) reverse engineer any Cloud Services.

6. Customer is required to accept all patches, bug fixes, updates, maintenance and service packs (collectively “Patches”) necessary for the proper function and security of the Cloud Services, as such Patches are generally released by DSI as described in the Cloud Service Specifications. DSI is not responsible for performance or security issues encountered with the Cloud Services that result from Customer’s failure to accept the application of Patches that are necessary for the proper function and security of the Cloud Services. Except for emergency or security related maintenance activities, DSI will coordinate with Customer the scheduling of application of Patches, where possible, based on DSI’s next available standard maintenance window.

ARTICLE III. RIGHTS AND RESTRICTIONS

1. Customer grants DSI the right to host, copy, use, display, adapt, process and transmit, only as necessary for DSI to provide the Cloud Services to Customer in accordance with the Agreement and any Customer Order, Customer Content and Your Developed Applications for the duration of the Services Period plus any additional post-termination period during which DSI provides Customer with access to retrieve an export file of Customer Content. If Your Developed Applications includes third party programs, Customer acknowledges that DSI may allow providers of those third-party programs to access the Services Environment, including Customer Content and Your Developed Applications, but only as required for the interoperation of such third-party programs with the Cloud Services. DSI will not be responsible for any use, disclosure, modification or deletion of Your Content or Your Developed Applications resulting from any such access by third party program providers or for the interoperability of such third-party programs with the Cloud Services.

2. Cloud Services may contain or require the use of Separately Licensed Third-Party Technology. Customer shall be responsible for complying with the terms specified by DSI in the Customer Order that govern Customer’s use of Separately Licensed Third-Party Technology. DSI may provide certain other notices to Customer in the Cloud Service Specifications, Program Documentation, readme or notice files in connection with such Separately Licensed Third-Party Technology. The third-party owner, author or provider of such Separately Licensed Third-Party Technology retains all ownership and intellectual property rights in and to such Separately Licensed Third-Party Technology.

3. As part of certain Cloud Services offerings, DSI may provide Customer access to Third Party Content within the Services Environment. The type and scope of any Third-Party Content shall be detailed in any Customer Order. The third-party owner, author or provider of such Third-Party Content retains all ownership and intellectual property rights in and to that content, and Customer’s rights to use such Third- Party Content are subject to, and governed by, the terms applicable to such content as specified by such third-party owner, author or provider.

ARTICLE IV. OWNERSHIP AND PROPRIETARY RIGHTS

1. Customer retains all ownership and intellectual property rights in and to Customer Content and Your Developed Applications.
2. DSI shall have a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Cloud Services or Licensed Programs any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer, Customer’s Affiliates or Users relating to the operation of the Cloud Services (“Feedback”), provided that Feedback does not include any Confidential Information of Customer.

ARTICLE V. SERVICE SPECIFICATIONS

1. The Cloud Services are subject to and governed by Service Specifications and Cloud Service Specifications applicable to Customer Order(s). Service Specifications and Cloud Service Specifications may define provisioning and management processes applicable to the Cloud Services (such as capacity planning), types and quantities of system resources (such as storage allotments), functional and technical aspects of the Licensed Products, as well as any Cloud Services deliverables. Customer acknowledges that use of the Cloud Services in a manner not consistent with the Service Specifications and Cloud Service Specifications may adversely affect Cloud Services performance and/or may result in additional fees. If the Cloud Services permit Customer to exceed the ordered quantity (e.g., soft limits on counts for Users, sessions, storage, etc.), then Customer is responsible for promptly purchasing or deactivating the additional quantity to account for Customer’s excess usage. For any month that Customer does not promptly purchase or deactivate such additional quantity, DSI may require Customer to pay, in addition to the fees for the additional quantity, an excess usage fee for those Cloud Services equivalent to ten percent (10%) of the fees for the additional quantity in the month in which such excess usage occurred; provided, that DSI will provide Customer with ten (10) business days’ written notice prior to requiring Customer to pay such excess usage fee.

2. DSI may make changes or updates to the Cloud Services (such as infrastructure, security, technical configurations, application features, etc.) during the Services Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third-Party Content. The Service Specifications are subject to change at DSI’s discretion; however, DSI will make its best efforts to minimize any impact on the level of performance or availability of the applicable Cloud Services provided to Customer for the duration of the Services Period.

3. As described in the Service Specifications and to the extent applicable to the Cloud Services that Customer has ordered, DSI will provide environments in the Data Center Region stated in Customer Order. DSI and its affiliates may perform certain aspects of Cloud Services, such as service administration and support, as well as other Cloud Services including disaster recovery, from locations and/or through use of subcontractors worldwide. DSI shall be responsible for Cloud Services performed by its affiliates and permitted subcontractors.

ARTICLE VI. SERVICES PERIOD AND END OF SERVICES

1. Cloud Services shall be provided for the Services Period defined in Customer Order, unless earlier suspended or terminated in accordance with the Agreement or Customer Order.
2. Upon the end of the Services Period, Customer no longer will have rights to access or use such Cloud Services, including the associated Licensed Products, Ancillary Programs and Services Environments; however, for a period of up to sixty (60) days after the end of the applicable Services Period, DSI will make available to Customer, Customer Content and Your Developed Applications in the Services Environment for the purpose of retrieval by Customer. At the end of such sixty (60) day period, and except as may be required by law, DSI will delete or otherwise render inaccessible any of Customer Content and Your Developed Applications that remain in the Services Environment.

3. DSI may temporarily suspend access to or use of the Cloud Services if Customer or Customer’s Users violate any provision within the ‘Rights and Restrictions’, ‘Ownership and Proprietary Rights’, ‘Use of the Services’, or ‘Export’ sections of this Agreement, fails to remit payment per Agreement and Customer Order, or if in DSI’s reasonable judgment, the Cloud Services or any component thereof are about to suffer a significant threat to security or functionality. DSI will provide advance notice to Customer of any such suspension in DSI’s reasonable discretion based on the nature of the circumstances giving rise to the suspension, and, if the cause of such suspension is capable of being cured, DSI shall provide Customer with a reasonable opportunity to cure prior to any such suspension. DSI will use reasonable efforts to re- establish the affected Cloud Services promptly after DSI determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, DSI will make available Customer Content and Your Developed Applications as existing in the Services Environment on the date of suspension. DSI may terminate the Cloud Services under any Customer Order if any of the foregoing causes of suspension is not cured within thirty (30) days after DSI’s initial notice thereof. Any suspension or termination by DSI under this paragraph due to Customer’s violation shall not excuse Customer from obligation to make payment(s) due.

ARTICLE VII. DATA AND DATA PROTECTION

1. DSI will comply with the DSI Services Privacy Policy, which is available at https://www.cloudinventory.com and incorporated herein by reference while providing Customer Cloud Services. The DSI Services Privacy Policy is subject to change at DSI’s discretion; however, DSI policy changes will not result in a material reduction in the level of protection provided for Customer Content during the Services Period stated in Customer Order. Notwithstanding anything in the Agreement to the contrary, in the event of any conflict or inconsistency between the terms of the DSI Services Privacy Policy and any other terms of these Cloud Services Terms and Conditions, such other terms of these Cloud Services Terms and Conditions shall control.

2. The Cloud Services Data Processing Agreement (the “Data Processing Policy”), which is available at https://www.cloudinventory.com and incorporated herein by reference, describes the parties’ respective roles for the processing and control of Customer Content that Customer provides to DSI as part of the Cloud Services. DSI will act as a data processor and on Customer’s instruction concerning the treatment of Customer Content residing in the Services Environment. The Data Processing Policy is subject to change at DSI’s reasonable discretion; however, any such changes will not result in a material reduction in the level of protection provided for Customer Content. Customer agrees to provide any notices and obtain any required consents related to Customer’s use of the Cloud Services and DSI’s provision of Cloud Services, including those related to the collection, use, processing, transfer and disclosure of Customer Content. Notwithstanding anything in the Agreement to the contrary, in the event of any conflict or inconsistency between the terms of the DSI Policy for Data Processing for Cloud Services and any other terms of these Cloud Services Terms and Conditions, such other terms of these Cloud Services Terms and Conditions shall control.

3. The Service Specifications and Cloud Service Specifications applicable to Customer Order define the administrative, physical, technical and other safeguards applied to Customer Content residing in the Services Environment and describe other aspects of system management applicable to the Cloud Services. Customer is responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising solely from Customer Content and Your Developed Applications, including any viruses, Trojan horses, worms or other programming routines contained in Customer Content or Your Developed Applications that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.

4. Customer may not provide DSI access to health, payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless specified in Customer Order.

ARTICLE VIII. CLOUD SERVICES WARRANTY, DISCLAIMERS AND EXCLUSIVE REMEDIES

1. DSI warrants that during the Services Period (a) the Cloud Services will perform materially in accordance with Customer Order, the Services Specifications, the Cloud Service Specifications, and the applicable Documentation, (b) it will not materially decrease the functionality of the Cloud Services, and (c) the Cloud Services and Customer Content will not introduce Malicious Code into Customer’s systems. In the event the Cloud Services provided to Customer are/were not performed as warranted, Customer must promptly provide written notice to DSI that describes the deficiency in the Cloud Services (including, as applicable, the service request number notifying DSI of the deficiency in the Cloud Services).

2. EXCEPT AS PROVIDED HEREIN OR IN THE SERVICE SPECIFICATIONS, THE CLOUD SERVICE SPECIFICATIONS, OR THE APPLICABLE DOCUMENTATION, DSI DOES NOT GUARANTEE THAT (A) THE CLOUD SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT DSI WILL CORRECT ALL SERVICES ERRORS, (B) THE CLOUD SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER CONTENT OR YOUR DEVELOPED APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY DSI, AND (C) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT DSI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE CLOUD SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. DSI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. DSI IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE CLOUD SERVICES THAT ARISE FROM CUSTOMER CONTENT OR YOUR DEVELOPED APPLICATIONS OR THIRD-PARTY CONTENT. DSI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY CONTENT OR SERVICES, AND DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO ANY THIRD-PARTY CONTENT OR SERVICES.

3. FOR ANY BREACH OF THE CLOUD SERVICES WARRANTY, DSI SHALL PROMPTLY CORRECT THE DEFICIENT CLOUD SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF DSI CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE DEFICIENT CLOUD SERVICES AND DSI WILL REFUND TO CUSTOMER THE FEES FOR THE TERMINATED CLOUD SERVICES THAT CUSTOMER PRE-PAID TO DSI FOR THE SERVICES PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

4. TO THE EXTENT ALLOWED BY LAW AND EXCEPT AS PROVIDED IN THE AGREEMENT, THESE WARRANTIES FOR CLOUD SERVICES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE IX. LIMITATION OF LIABILITY FOR CLOUD SERVICES

EXCEPT FOR (A) EACH PARTY’S OBLIGATIONS UNDER ARTICLE VII OF THE AGREEMENT (MUTUAL NON-DISCLOSURE), AND (B) EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE X OF THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (FUTURE OR OTHERWISE), DATA, OR DATA USE. EACH PARTY’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE CLOUD SERVICES OR CUSTOMER ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID TO DSI FOR THE CLOUD SERVICES UNDER THE CUSTOMER ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, LESS ANY REFUNDS OR CREDITS RECEIVED BY CUSTOMER FROM DSI UNDER SUCH CUSTOMER ORDER.

ARTICLE X. THIRD PARTY WEB SITES, CONTENT, PRODUCTS AND SERVICES

1. The Cloud Services may enable Customer to link to, transmit Customer Content to, or otherwise access, other web sites, content, products, services, and information of third-parties. DSI does not control and is not responsible for such Web sites or any such content, products, services and information accessible from or provided through the Cloud Services, and Customer assumes all risks associated with access to and use of such Web sites and third-party content, products, services and information.

2. Any Third-Party Content made accessible by DSI in or through the Cloud Services Environment is provided on an “as-is” and “as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and Customer acknowledges that DSI is not responsible for and is under no obligation to control, monitor or correct such Third-Party Content.

3. Customer acknowledges that: (a) the nature, type, quality and availability of Third-Party Content may change at any time during the Services Period, and (b) features of the Cloud Services that interoperate with third parties such as Google MapsTM, FacebookTM, YouTubeTM and TwitterTM, etc. (each, a “Third- Party Service”), depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) for use with the Cloud Services. DSI may update, change or modify the Cloud Services under this Agreement as a result of a change in, or unavailability of, such Third-Party Content, Third-Party Services or APIs. If any third-party ceases to make its Third-Party Content or APIs available on reasonable terms for the Cloud Services, as determined by DSI in its sole discretion, DSI may cease providing access to the affected Third-Party Content or Third-Party Services without any liability to Customer. Any changes to Third Party Content, Third Party Services or APIs, including their availability or unavailability, during the Services Period does not affect Customer’s obligations under this Agreement or the applicable order, and Customer will not be entitled to any refund, credit or other compensation due to any such changes.
4. Any Third-Party Content that Customer stores in Customer’s Services Environment will count towards any storage or other allotments applicable to the Cloud Services that Customer ordered.

ARTICLE XI. SERVICES TOOLS AND ANCILLARY PROGRAMS

1. DSI may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Cloud Services and to help resolve Customer’s DSI service requests. The Tools will not collect or store any of the Customer Content or Your Developed Applications residing in the Services Environment, except as necessary to provide the Cloud Services or troubleshoot service requests or other problems in the Cloud Services as requested by Customer. Information collected by the Tools (excluding Customer Content, Your Developed Applications, and Customer’s Confidential Information) may also be used to assist in managing DSI’s product and service portfolio, to help DSI address deficiencies in its product and service offerings, and for license and Cloud Services management.

2. As part of the Cloud Services, DSI may provide Customer with on-line access to download certain Ancillary Programs for use with the Cloud Services. If DSI does not specify Separate Terms for such Ancillary Programs in the Customer Order, then, subject to Customer’s payment obligations, Customer has the non-exclusive, non-assignable, royalty free, worldwide limited right to use such Ancillary Programs solely to facilitate Customer’s access to, operation of, and/or use of the Services Environment, subject to the terms of this Agreement and Customer Order, including the Services Specifications. Customer’s right to use such Ancillary Programs will terminate upon the earlier of DSI’s written notice (which may be through posting on https://www.cloudinventory.com... or such other URL designated by DSI), the end of the Services Period associated with the Ancillary Programs, or the date on which the license to use the Ancillary Programs ends under the Separate Terms specified for such programs.

ARTICLE XII. SERVICE ANALYSES

DSI may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). DSI may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify Customer or any individual, and Service Analyses do not constitute personal data. DSI retains all intellectual property rights in Service Analyses.

ARTICLE XIII. EXPORT

1. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Cloud Services. Customer agrees that such export laws govern Customer’s use of the Cloud Services (including technical data), and Customer agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, software programs and/or materials resulting from Cloud Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

2. Customer acknowledges that the Cloud Services are designed with capabilities for Customer and Customer’s Users to access the Services Environment without regard to geographic location and to transfer or otherwise move Customer Content and Your Developed Applications between the Services Environment and other locations such as User workstations. Customer is solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of Customer Content and Your Developed Applications.

ARTICLE XIV. OTHER

1. Customer shall obtain at Customer’s sole expense, any rights and consents from third-parties necessary to provide DSI with Customer Content , Your Developed Applications, and Third-Party Content, as well as other vendor’s products provided by Customer that Customer may use with the Cloud Services, including such rights and consents as necessary for DSI to perform the Cloud Services.

2. Customer agrees to provide DSI with all information, access and full good faith cooperation reasonably necessary to enable DSI to provide the Cloud Services and Customer will perform the actions identified in Customer Order as Customer’s responsibilities.
3. Customer shall remain solely responsible for Customer’s regulatory compliance in connection with Customer’s use of the Cloud Services. Customer is responsible for making DSI aware of any technical requirements that result from Customer’s regulatory obligations prior to entering into an order for Cloud Services. DSI will cooperate with Customer’s efforts to determine whether use of the standard Cloud Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by DSI or changes to the Cloud Services, if requested and approved by Customer in writing.

4. DSI may remotely audit Customer’s use of the Cloud Services through use of software tools to assess whether Customer’s use of the Cloud Services is in accordance with Customer Order. Customer agrees to reasonably cooperate with DSI’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within thirty (30) days of written notification any fees applicable to Customer’s use of the Cloud Services in excess of Customer’s rights. If Customer does not remit undisputed payments, DSI may terminate Customer’s Cloud Services and/or Customer Order upon ten (10) business days’ written notice. Customer agrees that DSI shall not be responsible for any of Customer’s costs incurred in cooperating with the audit.

Effective October 2025, Version 2.1