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TERMS OF SERVICE
1. General security testing of the Web Based Service or breaching security measures,
These Terms of Service are incorporated into an Appendix (“Appendix”) use for illegal or unlawful file sharing, launching or facilitating a denial of
governing certain Web Based Services as further defined in the Appendix service attack (DoS) from or on Web Based Service, hacking, cracking,
(including any related Documentation and application programming spoofing or defacing any portion of the Web Based Service, posting,
interfaces) that references these Terms of Service and set forth the terms and transmitting, or distributing spam mail, mass mailings, chain letters, any
conditions (“Terms of Service”) for Customer’s use of Web Based Services, robot, spider, site search/retrieval application, or other automatic or manual
provided by Liferay within the scope of the applicable Appendix. process or device to retrieve or index data or "data mine"); or (ix) use Web
Based Services for any purposes that might impact life, health or
Customer must also agree to comply with the Liferay Acceptable Use Policy environment or telecommunication services, or use of the Web Based
as a precondition to the use of Web Based Services. These Terms of Service Services as “miner” or “forder” of cryptocurrencies or using Web Based
are in addition to the terms and conditions contained in the Appendix and Services to operate a general-purpose proxy or “open proxy”. Customer
supersede the terms of the Appendix in case of a conflict with respect to the agrees to indemnify, defend and hold Liferay harmless from and against any
Web Based Services. costs, losses, liabilities, claims or expenses (including reasonable attorneys’
fees) arising out of any allegation or claim to the extent is based on a
violation of this Section 3.2.
2. Rights to the Web Based Services
Subject to the restrictions set forth in these Terms of Service below and the 3.3 Customer is hereby notified that the Web Based Services may contain or be
Agreement, Customer’s compliance with the other terms and conditions for subject to time-out devices, counter devices, and/or other devices intended
Subscription Services established in the Appendix, and to the Acceptable to ensure the limits of the rights granted to Customer under these Terms of
Use Policy, Liferay grants to Customer a non-transferable, non-exclusive, Service will not be exceeded (“Limiting Devices”). If the Web Based Services
worldwide, non-sublicensable right to use the Web Based Services limited to contain or are otherwise subject to Limiting Devices, Liferay will provide
the applicable Subscription Term and limited to and in connection with the Customer with materials necessary to use the Web Based Services to the
Units for which Customer has purchased Subscription Services from Liferay extent permitted. Customer may not tamper with or otherwise take any
or a Business Partner. Customer acquires only the right to use the Web Based action to defeat, disable or circumvent a Limiting Device or timing or use
Services and does not acquire any rights of ownership in the Web Based restrictions that are built into, defined or agreed upon, regarding the Web
Services. Liferay reserves all rights to the Web Based Services not expressly Based Services, including but not limited to, resetting the Unit amount.
granted to Customer.
3.4 Customer acknowledges and agrees that title to the Web Based Services
including but not limited to, any software utilized by Liferay in the provision
3. Restrictions, Intellectual Property Rights of the Web Based Services and each component, copy and modification,
3.1 The features and/or functionality of some Web Based Services are limited including but not limited to all derivative works, improvements or upgrades
according to the Documentation. Liferay may offer Add-on Subscriptions (“Derivative Works”) whether made by Liferay, Customer or on Liferay’s or
that extend the available features and/or functionality. on Customer’s behalf, including those made at Customer’s suggestion and
all associated intellectual property rights, are and shall remain the sole and
3.2 The rights granted to Customer under these Terms of Service do not exclusive property of Liferay, its Affiliates and/or its licensors. As between
authorize Customer (nor may Customer allow any third party) to: (i) reverse Customer and Liferay, Customer shall own all independently developed
engineer, translate, modify, loan, convert or apply any procedure or process code and documentation and any associated intellectual property rights
to the Web Based Services in order to ascertain, derive, and/or appropriate developed by Customer or on Customer’s behalf that are separate from the
for any reason or purpose, the source code or source listings of the software code base of the Web Based Services (i.e. non-Derivative Works).
utilized by Liferay in the provision of the Web Based Services or any trade
secret information or process contained in the Web Based Services (except
as permitted under applicable law); (ii) execute or incorporate other 4. Customer Data and Statistics
software (except for approved software as more particularly identified in the 4.1 Information as to whether, what and how Customer data may be processed
Documentation or specifically approved by Liferay in writing) into the Web through certain Web Based Services can be found at:
Based Services, or create a derivative work of any part of the Web Based https://www.liferay.com/legal/cloud-services-data. To the extent the
Services including but not limited to, any software utilized by Liferay in the applicable Web Based Services include the processing of Personal Data the
provision of the Web Based Services; (iv) remove any product identification, following Sections 4.2 through 4. 12 shall apply.
trademarks, trade names or titles, copyrights, legends or any other
proprietary marking in the Web Based Services; (v) disclose the results of any 4.2 For purposes of this Section 4 “Data Protection Laws” means the applicable
benchmarking of the Web Based Services (whether or not obtained with data protection or privacy laws to the extent such laws apply to the
Liferay’s assistance) to any third party; (vi) use Web Based Services for the processing of Customer’s data within the scope of the Web Based Services.
purpose of building a competitive product or service to the Liferay Software “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100
or Web Based Services or copying Web Based Services’ features or user et seq., and its implementing regulations. “Personal Data” shall have the
interface; (vii) use any of the Web Based Services in violation of any meaning assigned to it by Data Protection Laws. “Customer’s Personal Data”
applicable laws (including i. e. data protection laws, export or IP laws) or for shall mean Personal Data provided by or on behalf of the Customer to Liferay
any illegal activities or promotion, solicitation or encouraging of illegal through use of the Web Based Service and processed by Liferay on behalf of
activities and substances; (viii) use Web Based Services in a manner that the Customer.
might affect availability, functionality, and enjoyment of the Web Based
Services by other users or third parties (such as unauthorized access to the 4.3 Customer agrees that for purposes of processing of Customer’s Personal
accounts of other customers, harassing other users or third parties, any Data through the Web Based Services Liferay acts as data processor and is
attempts to circumvent agreed limitations or the Service, intercepting, appointed and authorized to process Customer’s Personal Data on behalf of
unauthorized monitoring or penetration, performance, vulnerability or the Customer in accordance with Customer’s instructions and in accordance
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with the terms of the Agreement (including Liferay’s confidentiality applicable to such Personal Data. To the extent required under applicable
obligations set forth in the Base Agreement) and only to the extent required laws, Customer will obtain any necessary consent from, provide any
in order to provide the Web Based Services to Customer but for no further required notification and/or information to the data subjects, and reply to
purposes. The Parties agree that Customer’s instructions are properly the requests of the data subjects exercising their rights under the Data
documented in the Agreement. Processing of Customer’s Personal Data for Protection Laws with regard to the Personal Data Customer transfers,
any other purposes requires a prior written agreement between the Parties. uploads or stores in the Web Based Services. As between the parties,
Customer is solely responsible for its own secure use of the Web Based
4.4 When Processing Customer’s Personal Data Liferay and Liferay Affiliates act Services, including, without limitation, compliance with Customer’s own
as “Service Providers” as defined in the CCPA. Liferay and Liferay Affiliates security policies, its use and distribution of access credentials.
shall not (a) sell, rent, release, disclose, disseminate, make available,
transfer, or otherwise communicate orally, in writing, or by electronic or 4.7 Either Party shall inform the other Party of any security incident resulting in
other means, Customer’s Personal Data to another business or a third party unauthorized alteration, disclosure, destruction, or loss of Customer’s
for monetary or other valuable consideration; or (b) retain, disclose, collect, Personal Data stored in the Web Based Services without undue delay
sell, use, or otherwise process Customer’s Personal Data for any purpose (“Security Incident”). The Parties shall cooperate in good faith to
other than for the specific purpose of, and as necessary for, performing investigate the reasons and consequences of the Security Incident and take
services for Customer pursuant to a written agreement(s). For clarity, Liferay reasonable steps to address the Security Incident and prevent future
may not retain, use, or disclose the Customer’s Personal Data for any other Security Incidents. Liferay may provide such notifications either via email
commercial purposes or outside of the direct business relationship between notification to the email address associated with the applicable Customer
Liferay and any Affiliate of the Parties. This CCPA Certification survives account and/or notification within the applicable Web Based Service.
expiration or termination of any other agreement(s) between Liferay and
Customer. Existing terms in such agreement(s) remain in effect except that 4.8 Upon Customer’s written request to be made no later than fourteen (14) days
this certification controls in the event of a conflict with such terms upon expiration of Customer’s applicable Web Based Services Subscription,
Liferay will provide Customer with access to the Web Based Services for up
Customer acknowledges that for purposes of delivering the Web Based to a fourteen (14) day period starting from the date of receipt of Customer’s
Services Liferay engages the Affiliates and other subcontractors identified at request, solely for purpose of retrieval of Customer’s Content, which as
www.liferay.com/legal/cloud-services-data as sub-processors, and that defined in the Acceptable Use Policy includes Customer’s Personal Data
such sub-processors are located in territories world-wide that may not have stored in the Web Based Services. Liferay shall have no obligation to
the same level of protection as the country of the origin of Personal Data. maintain and will irretrievably remove the Content upon expiration of a
Customer authorizes Liferay to engage the aforementioned and additional thirty (30) day period after expiration of Customer’s Subscription that
sub-processors (“Sub-processors”), provided that: (i) Liferay imposes provides for access to the Web Based Services.
obligations on the Sub-processors with regard to processing of Personal
Data that shall be not less strict than those agreed between Customer and 4.9 Where Customer is established in the EEA, Switzerland or UK, Central or
Liferay in this Section; (ii) as between Liferay and Customer, Liferay remains South America, or Mexico, and unless otherwise agreed between the parties
responsible for processing of Personal Data by its Sub-processors and liable in the applicable Order Form, the terms of the Data Processing Addendum
for any violations of Liferay’s obligations under the Agreement; (iii) Liferay available as of the Order Form Effective Date of the Order Form applicable to
maintains at all times the current list of Sub-Processors available at: the relevant Web Based Services at www.liferay.com/legal (“DPA”) apply to
https://www.liferay.com/legal/cloud-services-data; and (iv) Customer may the processing of Customer’s Personal Data by Liferay and are incorporated
object to an appointment of an additional Sub-processor by Liferay due to in the Agreement and Customer’s execution of the applicable Order Form
justified concerns regarding such Sub-processors’ ability to comply with the governing the use of Cloud Services by the Customer shall be deemed as its
data privacy and security obligations applicable to Liferay under the execution of the DPA.
Agreement. Upon receipt of Customer’s objection specifying the concerns,
Liferay and Customer will enter into good faith negotiations to address 4.10 Where the Customer is not established in any of the territories mentioned in
Customer’s concerns. If Parties should not be able to agree on measures to Sec. 4.9 above, Customer may enter into the DPA terms with Liferay, by
resolve Customer’s concerns in due time, either Party may terminate the adding a reference to the DPA to the Order Form applicable to the relevant
Agreement without liability to the other Party. Web Based Services, in which case the DPA will apply to the processing of
Customer’s Personal Data by Liferay and will be considered incorporated in
4.5 Throughout the term of the Agreement, Liferay will maintain commercially the Agreement and Customer’s execution of the applicable Order Form
reasonable and appropriate Technical and Organizational Measures located governing the use of Web Based Services by the Customer will be deemed as
at https://liferay.com/legal/cloud-services-data (“TOM”) to protect any its execution of the DPA.
Personal Data stored by Customer in the Web Based Service. Liferay may at
its sole discretion update its TOM at any time and without notice to 4.11 In any event of inconsistencies between the terms of the DPA and this
Customer, provided, however, that any such updates shall not materially Section 4, the terms of DPA shall prevail in relation to Customer’s Personal
reduce the security and data protection standards set forth in the TOM Data.
applicable as of the Order Form Effective Date of the Order Form governing
Customer’s use of the applicable Web Based Service. 4.12 For clarification, either Party understands and agrees that processing of the
business contact data of the employees or third parties involved in the
4.6 Each Party shall comply with its respective obligations under the applicable initiation or maintenance of the Agreement, performance or using
Data Protection Laws. As the Party in control of Personal Data, Customer is Subscription Benefits of the Agreement on behalf of the other Party does not
at all times responsible for assessing if the contractual assurances, TOM constitute data processing on behalf of that other Party. Liferay processes
implemented and backup functionalities offered by Liferay are appropriate such business contact data only for purposes of the initiation and
for the Personal Data Customer intends to upload to the Web Based Services maintenance of the Agreement, performance or using Subscription Benefits
in accordance with the Data Protection Laws. Customer shall refrain from of the Agreement but for no other purpose in accordance with its privacy
uploading to and/or, if required to assure compliance with the applicable statement at: www.liferay.com/privacy-policy.
Data Protection Laws, remove, any Personal Data from the Web Based
Services to the extent processing of such Personal Data through the Web 4.13 Customer acknowledges and agrees that Liferay may use solutions or
Based Service would constitute a violation of the Data Protection Laws technologies that monitor Customer’s usage statistics while using the Web
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Based Services. Liferay will only use such usage statistics related to
Customer’s use of the Web Based Service in accordance with the Privacy
Policy at: https://www.liferay.com/privacy-policy and only to improve
Liferay offerings, to assist a Customer in its use of the Liferay Service and to
monitor Customer’s compliance with the use restrictions applicable to the
Service as set forth in the applicable Appendix. Liferay may collect and use,
for any purpose, aggregated anonymous usage data about Customer’s use
of the Web Based Services.
5. Availability
Liferay will use commercially reasonable efforts to make Web Based Services
available twenty-four (24) hours a day, seven (7) days a week, except for (i)
planned downtimes or (ii) any unavailability of the Web Based Services
caused by circumstances beyond Liferay’s reasonable control, including,
without limitation any Force Majeure Event, delays and downtimes of
Liferay's or Customer's hosting or internet-service-providers.
6. Changes
Liferay may periodically update, upgrade, backup, improve and/or
discontinue certain functionality associated with the Web Based Services
and Customer’s user experience. As a result, the Web Based Services may be
substantially modified. Liferay reserves the right at any time to change
and/or discontinue any or all of the Web Based Services (including the
underlying platforms and application programming interfaces ("APIs")
and/or application binary interfaces ("ABIs") which may inhibit Customer’s
ability to use existing applications. Liferay will use reasonable efforts to
provide advance notice of material changes to the Web Based Services on
the applicable Web Based Services website.
7. Suspension
Without limiting other rights that Liferay may have, Liferay may suspend or
terminate Customer’s Web Based Services Subscriptions, disable access to
the Web Based Service for Customer or take down Customer Content as
defined in the Acceptable Use Policy immediately if Liferay reasonably
believes Customer has breached the Agreement, the Acceptable Use Policy,
these Terms of Service, applicable law or has violated or is violating any third
party rights, without any liability to Customer and without obligation to
refund any prepaid Fees to Customer. Where appropriate and permitted
under applicable law, Liferay will notify Customer of any suspension and
reasons thereof and request rectification of the breach within a reasonable
time frame specified by Liferay in the notification (“Cure Period”). If
Customer fails to rectify violation of this Agreement within the Cure Period,
then the Agreement will automatically terminate upon expiration of the Cure
Period.
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