(Hosted Software-as-a-Service Products)
This Aegis Cloud Services Addendum (the “Cloud Services Addendum”) supplements and is hereby made a part of the Aegis General Terms and Conditions executed by Aegis Industrial Software Corporation (“Aegis”) and Customer (the “GTCs”) to which this Cloud Services Addendum is incorporated by reference. This Cloud Service Addendum applies to any SaaS Product under the Agreement. Capitalized terms used in this Cloud Services Addendum without definition have the meanings ascribed to them in the GTCs.
1. ADDITIONAL DEFINITIONS APPLICABLE TO THIS ADDENDUM.
1.1 “Account Administrator” means the Representative(s) set out in the Transaction Document, which, in the management of the applicable SaaS Product(s), has the right to grant access or use to any Users of such SaaS Product on behalf of Customer. Customer will name (a) one (1) Account Administrator in the applicable Transaction Document and (b) one (1) Account Administrator on the Aegis Platform.
1.2 “Account Information” means any and all information about Customer, its Affiliates, and Users that Customer or any User provides to Aegis, or Aegis collects, in connection with the creation or administration of their accounts (including any Usage Metrics).
1.3 “Available Minutes” means the total number of minutes during a calendar month.
1.4 “Aegis Platform” means Aegis's platform for managing User subscriptions and accessing the applicable SaaS Products.
1.5 “Aegis Platform Account” means an account of Customer that is available on the Aegis Platform in which Customer may access applicable SaaS Products.
1.6 “Customer Authorized Officer” means any Representative nominated by Customer or set out in the Transaction Document, which, in the management of the SaaS Product, provides certain commercial instructions in writing to Aegis.
1.7 “Documentation” means the technical documentation, program specifications, operations manuals, and other documentation as are available on the SaaS Product (or through the Aegis Platform for such SaaS Product), which may be updated, modified, supplemented, or otherwise amended from time to time.
1.8 “Downtime” means the total number of minutes during a calendar month that the SaaS Product is completely unavailable to Customer when such complete unavailability is solely caused by SaaS Product errors or other factors within Aegis’s reasonable control. Downtime does not include Emergency Downtime, Scheduled Downtime, or General Unavailability.
1.9 “Emergency Downtime” means those times when Aegis or a third party becomes aware of a security or other vulnerability that Aegis deems to require prompt remediation and, as a result, a SaaS Product is temporarily made unavailable in order for Aegis to remediate the security or other vulnerability.
1.10 “General Unavailability” means unavailability caused by: (a) network outages; (b) infrastructure outages; (c) a third party’s or Customer’s hardware or software; (d) Customer or any third party (including, but not limited to, any acts or omissions of a third party or Customer or its employees, subcontractors, or agents); (e) events outside of Aegis’s direct control, such as downtime as a result of the failure or lack of availability of third-party cloud services upon which the Services depend; or (f) Force Majeure conditions.
1.11 “Named User” means a single unique individual person that is designated as a “named user” who has logged-in or otherwise accessed a single instance of the SaaS Product.
1.12 “Permitted Third Party” means any third party (including Affiliates of the Customer) specifically identified in a Transaction Document as a User of any of the SaaS Products listed in such Transaction Document.
1.13 “Representatives” means any employees, officers, representatives, or advisers of a Party.
1.14 “Scheduled Downtime” means the period of time when the SaaS Products are unavailable because of network changes, hardware or maintenance activity or upgrades.
1.15 “Third-Party Content” means all data and information submitted to Aegis by or on behalf of Customer through a SaaS Product..
1.16 “Uptime” means the time during a calendar month in which a SaaS Products is made available by Aegis for Customer’s use. In order to determine if Aegis met the Uptime Commitment for a calendar month, the Uptime percentage will be calculated as follows: ((Available Minutes – Downtime) / (Available Minutes) * 100.
1.17 “Uptime Commitment” has the meaning set forth in Section 7.1 (Uptime Commitment).
1.18 “Usage Metrics” means the standard of measurement for determining and monitoring the permitted use of the SaaS Product.
1.19 “User Credentials” means the username and password of each User as provided by Aegis to Customer to use the applicable SaaS Product and any associated User identifiers.
1.20 “User” means Customer’s employees, contractors, and agents authorized to use the SaaS Products on Customer’s behalf in accordance with the Agreement. An individual will not be deemed to be authorized unless such individual has created a user ID and password in an Aegis Platform Account. A User must be an in individual and not bots, sensors, chips, devices, etc.; provided, however, a User may access an Aegis Platform Account through an application programming interface (API) under certain situations as specified in the Documentation. Customer will not share, and will prohibit each User from sharing, any username or password with another User, any other individual or entity or any non-human (e.g., bots, sensors, chips, devices, etc). Customer will not engage in, and will prohibit, any and all concurrent use of a user ID, whether by a User, any other individual or entity, or any non-human (e.g., bots, sensors, chips, devices, etc.).
2. TRANSACTION DOCUMENTS.
2.1 From time to time, Aegis and Customer may enter into Transaction Documents whereby Aegis provides SaaS Products to Customer. Aegis will provide the applicable SaaS Products in accordance with the Agreement (including the GTCs, this Aegis Cloud Services Addendum, and the applicable Transaction Document).
3. USE OF SAAS PRODUCTS.
3.1 Use of SaaS Products. During the Term and subject to Customer’s compliance with all terms and conditions of the Agreement (including payment of all applicable fees), Aegis grants to Customer a personal, non-exclusive, non-transferable limited right to access and use the SaaS Products and Documentation, through the Aegis Platform, solely for the internal business operations of Customer and subject to all usage restrictions for such SaaS Product in the Agreement or Documentation. Customer shall not make such SaaS Product accessible or available for use by Affiliates, Permitted Third Parties or any other individual, entity or non-human (e.g., bots, sensors, chips, devices, etc.) unless expressly permitted in the Agreement or Documentation; provided, however, that Customer will always be liable for all acts or omissions of Users, Affiliates, Permitted Third Parties and all other individuals, entities or non-humans (e.g., bots, sensors, chips, devices, etc.) (including for all non-compliance with terms of the Agreement). Customer may allow the Account Administrator and the Users, as applicable, to use the SaaS Products on Customer’s behalf in accordance with the Agreement provided all third party Users are listed as Permitted Third Parties in the applicable Transaction Documents. For a SaaS Product that is specifically designed to allow Customer’s clients, agents, customers, suppliers or other third parties to access the SaaS Product in order to interact with Customer, such third parties will be considered “Users” subject to the terms of the Agreement. Customer shall cause the Users to comply with the Agreement. Following the expiration or termination of the Term, Customer (and the Users) shall not be able to access or use any SaaS Product or Documentation.
3.2 Restrictions on Use.
3.2.1 Copy Restrictions. Copyright laws and international treaties protect the SaaS Product, including the Documentation. Unauthorized copying of the SaaS Product, the Documentation or any part thereof, is expressly prohibited. All titles, trademarks, and copyright and restricted rights notices will be reproduced in such copies.
3.2.2 Use Restrictions. The Agreement only gives Customer some rights to use and access the SaaS Product or Documentation, and Aegis and its licensors reserve all other rights. Customer does not acquire any rights, express or implied, other than those expressly granted in the Agreement. Unless applicable Law gives Customer more rights despite this limitation, Customer may use the SaaS Product or Documentation only as expressly permitted in the Agreement. In doing so, Customer will comply with all technical limitations in the SaaS Product or Documentation, including those that only allow Customer to use the SaaS Product and Documentation in certain ways. Customer will not and will not permit others to:
(a) reverse engineer, reproduce, decompile, recompile, disassemble, merge, modify, adapt or translate the SaaS Product or any component thereof (including Documentation), or create derivative works based on the SaaS Product (including Documentation), except and only to the extent that (i) applicable Law expressly permits, despite this limitation, (ii) Aegis gives it prior written consent, or (iii) the Documentation accompanying the SaaS Product expressly permits;
(b) incorporate the SaaS Product into any other software program or software-as-a-service product not provided by Aegis, except (i) for incorporation of such SaaS Product or Documentation with application program interfaces that Aegis makes publicly available for such SaaS Product or Documentation or (ii) to the extent permitted to customize the SaaS Product in accordance with the accompanying Documentation;
(c) remove, obliterate, destroy, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Aegis or its licensors that are included in the SaaS Product or Documentation, except as may be permitted when using application program interfaces that Aegis makes publicly available for such SaaS Product or Documentation;
(d) provide access to the SaaS Product to any user that is not a Named User by any means, including through the sharing of login information or user names;
(e) publish (or otherwise make available) the SaaS Product or Documentation, including any application programming interfaces included in the SaaS Product, or any programs or materials resulting from the SaaS Product or Documentation (excluding Customer Content), for others to copy;
(f) transfer, sublicense, rent, lease, sell, lend, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, make available, or assign the SaaS Product or any part thereof (including Documentation and any materials or programs, such as underlying software programs) to any other person or entity (except as expressly permitted by the Agreement);
(g) transfer the SaaS Product or Documentation to another location or to other equipment without the prior written consent of Aegis (except as otherwise expressly permitted pursuant to the Agreement);
(h) use the SaaS Product or Documentation to store or transmit infringing, libelous, or otherwise unlawful or tortious material (or to store or transmit material in violation of Law or third-party privacy rights);
(i) use the SaaS Product or Documentation in a way intended to access or use the underlying infrastructure or to avoid incurring fees or exceed usage limitations;
(j) perform or disclose any of the following security testing of the SaaS Product or associated infrastructure without Aegis’s prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;
(k) use or access the SaaS Product or Documentation in a manner not permitted by (or otherwise inconsistent with) the Documentation;
(l) use the SaaS Product to build or support, directly or indirectly, products or services competitive to the SaaS Product; or
(m) perform any benchmark testing or any of the following security testing of the SaaS Products without Aegis’s prior written consent, which will not be unreasonably withheld: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing.
3.3. Customer Content. Without limiting the generality of the definition of "Customer Content" in the GTCs, the Parties acknowledge and agree that “Customer Content” will not be deemed to include the SaaS Products, the software agents, applications and tools that Aegis makes available to Customer, the SaaS Products, the Aegis Intellectual Property Rights, and any and all derivative works of the foregoing. However, “Customer Content” will be deemed to include any Third-Party Content that is brought by Customer into the SaaS Products by Customer’s (or any User’s) use of the SaaS Products.
4. PROVISION OF SAAS PRODUCTS.
4.1. Provision of SaaS Products. Aegis will provide the SaaS Products to Customer through the Aegis Platform substantially in accordance with the Agreement.
4.2. Named User Subscription Model. Customer’s subscription to the SaaS Product will be limited to the number of Named User license seats subscribed to by Customer pursuant to the applicable Transaction Document. Customer may change a registered Named User at any time within the SaaS Products, provided that Customer does not exceed the number of Named User license seats subscribed by Customer. If a Named User requires multiple instances of the SaaS Product, then additional Named User license seats will be required. No users other than Named Users will be permitted to utilize the SaaS Product.
4.3. Disclaimer of Third-Party Products and Services. The SaaS Product may enable Customer to access, use, or purchase products and/or services from third parties (including through external websites). Any access, use, or purchase of such third-party products or services (including any content, data, information, pictures, or other materials available or provided through such third-party products or services) will be solely at Customer’s own risk and Aegis disclaims all liability or obligation relating to the same. Any contract entered into, and any transactions completed, relating to or in connection with such third-party products or services is between Customer and the relevant third party, not Aegis.
4.4. Modifications or Discontinuance of Content and SaaS Products. At any time, Aegis may modify, update the features, specifications, or functionality of any SaaS Product and/or any Documentation or discontinue any of the following that is made available or accessible through a SaaS Product (other than Customer Content except as otherwise permitted by the Agreement): software, machine images, data (including, but not limited to, engineering data, models, samples, libraries, and standards), information, text, audio, video, images, or other content or material contained in the SaaS Product, Documentation, application programming interfaces, sample code, libraries, command line tools, proofs of concept, templates, and other related technology. Aegis will use reasonable efforts to notify Customer of any such modifications.
4.5. Collection of Usage Metrics. Aegis and its licensors may collect, and process Usage Metrics and other information relating to the provision or use of the SaaS Products (a) for Aegis’s own internal purposes (including, but not limited to, any improvement of the SaaS Products and any other Products or Services), (b) in order to ensure Customer’s compliance with the Agreement, and (c) to prevent fraud.
5. Administration and Rights of Access.
5.1. Responsibilities of Customer Authorized Officer Customer shall provide Aegis with written notice of any changes to the name and/or contact information of the Customer Authorized Officer as listed on the applicable Transaction Document. The responsibilities of the Customer Authorized Officer shall be:
5.1.1. Serving as Customer’s authorized representative for communicating with Aegis; and
5.1.2. Providing Aegis notice of any commercial decisions by Customer that affect funding of an Aegis Platform Account;
5.2. Responsibilities of Account Administrator. Customer shall provide Aegis with written notice of any changes to the name and/or contact information of the Account Administrator as listed on the applicable Transaction Document. The responsibilities of the Account Administrator shall be:
5.2.1. Administering the day-to-day operations of the account;
5.2.2. Inviting Users into an Aegis Platform Account, subject to the restrictions set forth in this Agreement; and
5.2.3. Assigning any necessary User permissions in an Aegis Platform Account.
5.3. Aegis Access Rights. Aegis may access the Aegis Platform Account under the following circumstances and will not be liable for any downtime or Customer’s loss of use during such access:
5.3.1. performance of maintenance and shut-down services;
5.3.2. routine checks that the system is running in order to validate the Uptime Commitment Aegis is committed to;
5.3.3. update and perform any other essential services, as and when required determined solely by Aegis; or
5.3.4. at any time when the Account Administrator is unavailable to perform its essential functions.
6. DATA SECURITY MEASURES.
Aegis will implement and maintain the security controls to protect Customer Data as set forth in the Agreement (including for personal data as set forth in the Data Protection Addendum).
7. UPTIME COMMITMENT
7.1. Uptime Commitment. During the Term, the Uptime for a respective SaaS Product type will be ninety percent (90%) (the “Uptime Commitment”). The calculation of the Uptime Commitment does not include non-availability due to Scheduled Downtime, Emergency Downtime, or General Unavailability.
7.2. Uptime Credits. If Aegis does not meet the Uptime Commitment for a SaaS product, then, subject to Customer’s compliance with Section 7.3 (Customer Obligations), Customer will receive an invoice credit for such SaaS Product that did not satisfy the Uptime Commitment as set forth below (the “Uptime Credit”). The Uptime Credit will be applied as an account credit against Customer’s next invoice for the specific SaaS Product for which the Uptime Commitment was not satisfied. Aegis may change the Uptime Commitment from time to time but will provide thirty (30) days’ prior notice to Customer before any material change to the Uptime Commitment. The Uptime Credits are Customer’s sole and exclusive remedy (and Aegis’ sole and exclusive liability) if Aegis fails to meet the Uptime Commitment. The Uptime Credit amounts are as follows:
7.2.1. If Uptime in any given month for a SaaS Product falls below ninety percent (90%) but is greater than eighty-five percent (85%), subject to Section 7.3 (Customer Obligations), Customer will be entitled to an Uptime Credit equal to two percent (2%) of the amount paid by Customer for the subscription fee during such calendar month for such individual SaaS Product, as set forth in the applicable Transaction Document, during the calendar month in which such Uptime Commitment for such individual SaaS Product was not satisfied.
7.2.2. If Uptime in any given month for a SaaS Product falls below eight-five percent (85%) but is greater than eighty percent (80%), subject to Section 7.3 (Customer Obligations), Customer will be entitled to an Uptime Credit equal to four percent (4%) of the amount paid by Customer for the subscription fee during such calendar month for such individual SaaS Product, as set forth in the applicable Transaction Document, during the calendar month in which such Uptime Commitment for such individual SaaS Product was not satisfied.
7.2.3. If Uptime in any given month for a SaaS Product falls below eighty percent (80%), subject to Section 7.3 (Customer Obligations), Customer will be entitled to an Uptime Credit equal to eight percent (8%) of the amount paid by Customer for the subscription fee during such calendar month for such individual SaaS Product, as set forth in the applicable Transaction Document, during the calendar month in which such Uptime Commitment for such individual SaaS Product was not satisfied.
For the purposes of the Uptime Credits set forth in this Section 7.2 (Uptime Credits), if Customer’s fees for the applicable SaaS Product are paid on an annual basis (rather than monthly), then such fees will be deemed to be prorated such that the annual fees are deemed to be paid in 1/12th increments for each calendar month during such year for the purposes of the Uptime Credits above.
7.3. Customer Obligations. In order to receive an Uptime Credit, Customer must notify Aegis via email at [email protected] within ten (10) days of the end of the calendar month in which Aegis failed to meet the Uptime Commitment for a SaaS Product. The notification must describe such failure in sufficient detail, to be determined in Aegis’s reasonable discretion, and include the dates and times of any Downtime in order for Aegis to confirm such failure. If Customer does not send timely and proper notice as set forth in this Section 7.3, then Customer waives its right to receive the Uptime Credit for Aegis’s failure to meet the Uptime Commitment.
8. CUSTOMER OBLIGATIONS.
8.1. Provision of Information. In order to use or access a SaaS Product, Customer must provide details as specified by Aegis during the registration process for at least one Account Administrator. The Account Administrator can then register for User Credentials for Users for their access to the SaaS Product. User Credentials are personal, and Customer may not sell, transfer, sublicense, or otherwise assign them to any other person or entity.
8.2. Specific Customer Responsibilities. Customer is solely responsible for Customer’s and Users’ use of the SaaS Products and shall: (a) make all Users aware of and ensure Users’ compliance with the terms of the Agreement and indemnify Aegis for any such non-compliance by Users; (b) be liable for any fees for Users who the Account Administrator has registered to the SaaS Products; (c) not allow any User Credentials to be used by more than one individual User unless it has been reassigned in its entirety to another individual, in which case the prior User shall no longer have any right to use or access the SaaS Products; (d) ensure that the use and access of the SaaS Products and provision and submission of any Customer Content does not violate any Aegis policy, applicable Law, or the Agreement; (e) provide any reasonably necessary information and cooperation for Aegis to provide the SaaS Products; (f) be responsible and liable for all activities of Users and for any use of Customer’s User Credentials and shall ensure that the User Credentials are kept confidential and secure (Aegis will not be responsible for any unauthorized access through Customer’s User Credentials); (g) ensure that Customer Content is compatible with the application program interfaces; (h) ensure that Customer’s network and systems comply with relevant specifications and requirements that may be provided by Aegis from time to time; (i) be solely responsible for procuring and maintaining any systems, network connections, and telecommunications links necessary to access any SaaS Products (including any application program interfaces); and (j) use commercially reasonable efforts to prevent any unauthorized use of or access to the SaaS Products (and upon becoming aware of such unauthorized use or access, promptly notify Aegis of such use or access).
8.3. No Special or Specific Data. Unless otherwise specified in the applicable Transaction Document or Schedule for a particular SaaS Product, Customer Content may not include any sensitive or special categories of personal data that imposes specific data security, data protection obligations, or governmental regulations on Aegis, including, but not limited to: (a) the Health Insurance Portability and Accountability Act of 1996 (HIPAA); (b) Gramm-Leach-Bliley Act of 1999 (GLB); (c) all applicable Laws and non-governmental standards protecting payment data (including Payment Card Industry Data Security Standard (PCI-DSS) and Payment Application Data Security Standard (PA-DSS)); (d) all Laws concerning the protection, transport, storage, use and processing of sensitive or special categories of personal data (including under the EU General Data Protection Regulation); and (e) all applicable Laws similar to those laws listed in subsections (a) through (d) above.
8.4. Legal and Regulatory Requirements. Customer acknowledges and agrees that Customer is solely responsible for Customer’s compliance with any Laws. Customer is solely responsible for ensuring that the SaaS Product meets all requirements (whether technical, functional, legal, or otherwise) that are necessary for Customer to fulfil its compliance obligations. If the SaaS Product does not meet Customer’s requirements, then Customer should not use the SaaS Product.
8.5. Data Retention System. Customer acknowledges and agrees that the, unless data retention Services are purchased by Customer in a Transaction Document, SaaS Product is not intended to act as a document or data retention system for Customer. The SaaS Product has limited capacity to store Customer’s data (including the Customer Content) and Customer must store and backup such data (including the Customer Content) in a separate system. Customer is also responsible for all individuals’ personal information or all information Customer considers confidential that is included in the Customer Content. Except as otherwise agreed upon by Customer and Aegis in writing, following the sixtieth (60th) day after the expiration or termination of the applicable Transaction Document, Aegis shall have no further obligations to continue to hold, store, export or return the Customer Content. Aegis will have no liability for deletion of any Customer Content in accordance with the Agreement. Aegis may, upon the termination or expiration of the Term and subject to additional costs as determined by Aegis in its sole discretion, continue to store certain core elements of Customer’s data, for purposes of reactivation and repurchase of SaaS Products by Customer.
9. SUSPENSION OF SAAS PRODUCTS.
9.1. Suspension Rights. In addition to any suspension rights in the GTCs, Aegis may immediately suspend or limit Customer’s or any User’s right to access or use all or any part of a SaaS Product, including any Aegis Account, with or without notice to Customer if, in Aegis’s reasonable opinion as applicable, (a) the use of or access to such SaaS Product (i) poses a security risk to Aegis or others or impacts the functionality of the SaaS Product, (ii) adversely impacts Aegis’s or its licensor’s or its service provider’s systems or the SaaS Product, or (iii) adversely impacts the access to or use by Aegis’s other customers of such SaaS Product; (b) Customer is in breach of applicable Laws; (c); Customer is in breach or violation of the Agreement, including its payment obligations; (d) directed or requested by any law enforcement or regulatory agency; or (e) a Force Majeure condition occurs. If Aegis suspends or limits Customer’s or User’s right to access or use all or any part of a SaaS Product, including an Aegis Account, then Aegis will use reasonable efforts to provide advance notice to Customer to the extent practicable.
9.2. Restoration of SaaS Product. If Aegis suspends or limits any right to access or use the SaaS Product in accordance with Section 9.1 (Suspension Rights), then Aegis will use commercially reasonable efforts to restore such access or use as soon as practicable after Customer has resolved the problem or incident giving rise to such suspension.
9.3. Material Breach of Agreement. Any incident or problem that would permit Aegis to suspend or limit any use or access rights pursuant to Section 9.1 (Suspension Rights) will be deemed to be a material breach of the Agreement.
10. DISCLAIMER.
Customer acknowledges and agrees that in no circumstance will Aegis be liable for (a) investments, expenditures, or commitments related to the access or use of a SaaS Product, (b) Aegis’s reliance on any information provided by an individual, entity, or other organization using Customer’s login credentials (or any User login credentials), or (c) temporary unavailability of all or parts of a SaaS Product subject to the terms with respect to the Uptime Commitment.
11. AUDITS AND VERIFICATION.
11.1. Record Keeping. As part of the SaaS Products, Aegis maintains records of Users and such Users’ login histories and other usage.
11.2. Verification of Use. Aegis may monitor and audit Customer’s use of the SaaS Products to verify compliance with the Agreement. If any monitoring or audit resulting Aegis’s determination that Customer is violating the terms of the Agreement, applicable Law, or using the SaaS Product in a manner that could reasonably cause harm to Aegis or its other customers, Aegis may, without prior notice, suspend Customer’s access to the SaaS Products and Services.
12. SUPPORT SERVICES AND MAINTENANCE.
12.1. Support Services. Aegis will offer Support Services for the SaaS Product as set forth in the Support Addendum.
12.2. Maintenance Schedules. Aegis shall use commercially reasonable efforts to provide Customers with notice of any Scheduled Downtime and Emergency Downtime.
13. SUBCONTRACTORS AND DATA CENTERS.
Aegis reserves the right to contract with third-party subcontractors or Affiliates to provide all or part of the SaaS Product on behalf of Aegis and Aegis may change or replace such subcontractors or Affiliates at any time in its sole discretion. Customer understands and agrees that Aegis, its Affiliates, and its subcontractors may perform certain aspects of the SaaS Product, such as (but not limited to) service administration, hosting, support, and/or disaster recovery, from data centers and other facilities located throughout the world. As such, Customer acknowledges and agrees that use of the SaaS Product may result in the Customer’s data (including, but not limited to, any Customer Content) being collected, transferred, processed, and/or used in any area of the world, subject to the GTCs and the Data Protection Addendum.
14. DISCLAIMER OF WARRANTIES.
14.1. No SaaS Product Warranty. Aegis provides to Customer the SaaS Product strictly on an “as-is” basis and disclaims all warranties, express or implied, for such SaaS Product. If Customer is entitled to receive Support Services, Aegis will provide to Customer the Support Services for any SaaS Product issues as set forth in the Support Addendum.
14.2. DISCLAIMER OF ALL OTHER WARRANTIES. FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMER OF WARRANTIES SET FORTH IN SECTION 7 (DISCLAIMER OF WARRANTIES) OF THE GTCS IS INCORPORATED INTO THIS CLOUD SERVICES ADDENDUM BY REFERENCE.
15. ADDITIONAL INDEMNIFICATION.
In addition to Customer’s indemnification obligations set forth in Section 9.3 (Indemnification by Customer) of the GTCs, Customer shall defend and indemnify Aegis Indemnitees against Claims brought against Aegis Indemnitees by any third party arising from or related to: (a) Customer’s use of or access to Third-Party Products, Third-Party Services, or Third-Party Content; (b) Aegis’s use of or access to Customer’s software, machines, equipment, systems, information technology environment, or premises in connection with the provision of any support services; and (c) Customer’s or its Affiliates’ failure to (i) provide the details and/or (ii) receive the prior written approvals as specifically required by Aegis, which may include the provision of SOC1 reports, FedRamp request, Cybersecurity Maturity Model Certifications, and any other requested approvals and documentation.
16. NOTICE. Notwithstanding the notice provisions contained in Section 15.5 (Notices) of the GTCs, any notices or other communications required or permitted to be provided pursuant to this Agreement may be provided by Aegis to Customer (a) on the Aegis portal for the SaaS Product or (b) by electronic mail to Customer’s email address on record in Aegis’s account information records.