Cazena Master Subscription Agreement: USE OF SERVICES

All services are provisioned and delivered by Cazena, as part of the Fully-Managed Big Data as a Service. Upon commencement of a POC or implementation, a master subscription agreement and applicable order form are completed, which include terms of service as below.

Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, and (b) subscriptions may be added during a subscription term. If an Affiliate of Customer enters into an Order Form, such Affiliate will be bound by the terms of this Agreement as if it were an original party hereto and all references to “Customer” herein shall apply equally to such Affiliate. Notwithstanding the foregoing, Customer shall be responsible for any breach of this Agreement or any Order Form (including payment obligations) by any of its Affiliates.

Usage Limits. Services are subject to usage limits as specified in the applicable Order Forms. If Customer exceeds a contractual usage limit, Cazena may work with Customer to reduce usage so that Customer’s actual usage conforms to the agreed limit. If Customer is unable or unwilling to abide by the agreed limit, Customer will execute an Order Form for sufficient additional quantities of the applicable Services to accommodate Customer’s usage promptly upon Cazena’s request, and/or pay any invoice for excess usage in accordance with Section 4.1.

Customer’s Responsibilities. Customer will (a) ensure Users’ compliance with this Agreement and will obtain from any consultant or contractor that is a User a written agreement requiring that such User to (1) protect Cazena’s Confidential Information (as defined in Section 6.1) under confidentiality obligations substantially similar to those set out in this Agreement, and (2) use the Services in accordance with this Agreement in all respects, (b) be responsible and liable for any breach of this Agreement by any of its Affiliates or by its and their respective Users, employees, consultants, contractors, agents, or any third party to whom Customer or an Affiliate of Customer has issued user identification and password or granted access to the Services, (c) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Cazena promptly of any such unauthorized access or use, and (e) use Services only in accordance with the Documentation and applicable laws and government regulations. Customer may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Such prohibited activities include, but are not limited to, (i) accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System, or (ii) monitoring of data or traffic on a System without permission.

Usage Restrictions. Customer will not (a) make the Services available to, or use the Services for the benefit of, anyone other than Customer or its Users, (b) sell, resell, license, sublicense, distribute, rent or lease the Services, or include the Services in a service bureau or outsourcing offering, (c) use the 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 and/or intellectual property rights, (d) use the Services to store or transmit a virus, worm, time bomb, Trojan horse, or other such malicious, harmful, or destructive computer code, files, scripts, agents, programs or similar forms, or use the Services to otherwise maliciously disrupt or impede the operation of third party Systems, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, (h) copy the Services or any part, feature, function or user interface thereof, (i) frame or mirror any part of the Services, other than framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes or as permitted in the Documentation, or (j) reverse engineer the Services or any underlying software code (to the extent such restriction is permitted by law). In addition to any other remedy available to Cazena, Cazena may immediately suspend Customer’s use of the Service in the event that Cazena reasonably believes that Customer is in violation of this Section 3.4.

Contact Cazena for more information about services: