Service Specific Terms Addendum

Last Updated: April 29, 2025

This Service Specific Terms Addendum sets forth additional terms and conditions that apply to Your use of the applicable Services listed below. Unless otherwise noted, capitalized terms not defined in these terms have the meaning given to them in the Cloud Terms and Conditions.

Your purchase and use of EP, DNSP and SAT are subject to the additional terms available at https://www.webroot.com/us/en/legal/licensing-definition-guidelines.

You are responsible for establishing the data retention settings for Your Content via a support request. In no event will Your Content be retained for longer than four (4) years.

This Service filters no more than 3,600 messages per hour inbound, 30 messages per minute outbound, or 10,000 messages per day per user. OT may throttle the volume of Your email traffic to conform to this quota. OT will make commercially reasonable efforts to notify You if any action has or will be taken. 

Unless otherwise agreed in writing, the Services shall not be used to encrypt application-generated (bulk) emails. Additionally, OT reserves the right to display a short message on all outbound encrypted messages.

The CDR Services consist of cloud-based, managed services that enable: (a) ongoing availability of Your information technology operations and (b) recovery of mission-critical applications, servers, and data in the cloud after a Disaster (as defined below). 

5.1    Performance.

a. OT will provide to You a disaster recovery plan (a “DR Plan”) as set forth in the Order Documentation. The Order Documentation and DR Plan will identify the service level purchased (e.g., 1 hour recovery, 24-hour recovery or 48-hour recovery), the Fees to be paid, the equipment covered by the CDR Services (the “Covered Equipment”) and the premises where the Covered Equipment is located (the “Covered Site”). OT will provide the CDR Services solely in connection with the Covered Equipment as configured at the Covered Site and as described in the DR Plan. Equipment and devices not identified in the DR Plan or not accurately described and/or configured in accordance with the DR Plan fall outside the scope of the CDR Services. If the Covered Equipment and/or configurations identified in the DR Plan are different than the Covered Equipment and configuration in the Order Documentation, and OT is required to expend greater resources to provide the CDR Services, OT will require You to enter into amended Order Documentation that accurately reflects the CDR Services to be provided in accordance with the DR Plan.

b. In the event that You: (i) are unable to use the Covered Equipment in a production environment at the Covered Site for its intended computer processing and related business production purposes (a “Disaster”); and (ii) provide OT notice of such Disaster in accordance with the OT procedures then in effect; then OT will provide You with remote access to an OT-hosted environment that duplicates the functionality of the Covered Equipment at the Covered Site as described in the DR Plan (the “Duplicate Environment”) and Your Content as hosted in the Duplicate Environment, subject further to the terms herein. OT will continue to operate the Duplicate Environment until You have informed OT via email that You are again able to use the Covered Equipment in a production environment at the Covered Site, and that the Disaster has ended (“Covered Site Restoration”).

5.2    Individuals Designated to Declare a Disaster.  A Disaster may be declared only by the individuals authorized by You in the respective Order Documentation, DR Plan or otherwise identified by You in writing. You may change the designated individuals by written notice to OT.

5.3    Disaster Fees.  In addition to the monthly fees for the CDR Services are set forth in the applicable Order Documentation, in the event of a Disaster, You will pay the additional Disaster specific fees then in effect. These include a per-server fee for each Disaster declaration.

5.4    Your Materials.  You hereby grant to OT a non-exclusive, worldwide, royalty-free, right and license to reproduce and use the software, applications, and Your Content necessary for OT to create and maintain the Duplicate Environment (the “Your Materials”) solely as necessary to perform the CDR Services. You represent and warrant that: (a) it has all the rights necessary to grant the foregoing license and (b) that OT’s reproduction and use of Your Materials will not infringe the rights of any third party, including any intellectual property and/or privacy rights. You shall indemnify, defend, and hold harmless OT for any claims, damages, losses, and expenses (i) relating to the use of Your Materials or (ii) arising from a third party’s claim that Your Materials infringe on such third party’s intellectual property rights.

5.5    Your Obligations.

a.    General.  You shall:

i.    Notify OT as soon as reasonably practicable of any changes to Your Covered Equipment or Covered Site and update Your portal accordingly. Changes to Your Covered Equipment or Covered Site include without limitation, adding servers or changes to servers;

ii.    Determine whether the service level selected by You and specified in the applicable Order Documentation is sufficient to meet Your requirements for continuing its information processing activities in the event of a Disaster;

iii.    Comply with OT’s policies and procedures, including such policies related to declaring a Disaster and confirming Covered Site Restoration;

iv.    Perform Your obligations identified in the DR Plan or otherwise agreed upon by the parties and related to the CDR Services;

v.    Maintain the Covered Equipment at the Covered Site in accordance with operational requirements, and to the extent that any Covered Equipment is third-party equipment, in accordance with the requirements of the third-party equipment manufacturer;

vi.    Provide to OT a SAVSYS tape, or SAVSYS optical media if the CDR Services are used in an IBM environment, prior to commencement of the CDR Services, each time the operating system on the Covered Equipment is upgraded, and as otherwise may be requested by OT;

vii.    Create and monitor the traffic on the tunnel if an Internet Protocol Security (“IPsec”) tunnel is required (OT only provides the end target for the IPsec tunnel);

viii.    Provide a site edge device to be supported by Cisco for IPsec tunneling to initiate the IPsec tunnel.

ix.    Maintain and monitor the status and health of the domain controller;

x.    Conduct disaster recovery testing as provided in Section 5.5(b) below; and

xi.    Support and maintain Your Materials in the Duplicate Environment in accordance with the Service Documentation and create and maintain a domain controller in the Duplicate Environment in connection with CDR Services with a 1-hour service level.

b.    Testing.  In accordance with the DR Plan and the CDR policies and procedures then in effect (“CDR Policies”), You will conduct disaster recovery testing (a “CDR Test”). During a CDR Test, You shall provide to OT Your encryption key(s) and the required accounts necessary for operating system access to recover machines, i.e. local administrator, domain administrator, root or (sudo), or QSECOFR. You shall remain responsible for all configurations of any third-party software according to third-party vendor specifications. You will perform the CDR Test, within a reasonable amount of time after purchase, in accordance with OT’s instruction. A CDR Test will be completed using Your actual servers, server application sets and server count, as defined in the DR Plan. OT will provide You with access to a Duplicate Environment in order to conduct a CDR Test, subject to the number of tests permitted under the level of CDR Services purchased by You, as set forth in the applicable Order Documentation. If You require additional CDR Tests, a Duplicate Environment may be available to You at OT’s then-current fees. You will schedule CDR Tests with at least sixty (60) days advanced written notice to OT and in accordance with the CDR Policies. Priority for use of the Duplicate Environment is given to customers that have a declared Disaster. Accordingly, OT reserves the right to reschedule CDR Tests. If during a CDR Test OT is unable to activate and operate the Duplicate Environment in material compliance with the DR Plan (the “CDR Test Target), OT reserves the right to troubleshoot and re-conduct the CDR Test. If after reasonable efforts OT is unable to meet the CDR Test Target, either party may terminate the CDR Services (and the applicable portion of any Order Documentation) and OT will refund to You any prepaid but unused fees as Your sole and exclusive remedy. Each party’s right of termination under Section 5.5(b) must be exercised by written notice of its intention to terminate the CDR Services within forty-five (45) days of the failed CDR Test or such right of termination will be waived.

c.    Disaster.  At any time between the date that You declare a Disaster and the date of Covered Site Restoration (the “Disaster Recovery Period”), You will:

i.    Provide assistance and otherwise perform the obligations as set forth herein.

ii.    Comply with all CDR Policies, including that You will provide OT encryption keys as necessary to activate the Duplicate Environment;

iii.    Re-route all external IP addresses and aliases to the IP addresses associated with the Duplicate Environment;

iv.    Make available any equipment, software, workspace, supplies, and personnel and/or telecommunications services needed to activate and operate the Duplicate Environment, including those not specifically identified in the DR Plan;

v.    Provide Your own equipment, such as laptops, in order to access and use the Duplicate Environment;

vi.    Provide the appropriate skills and knowledge required to recover, support, and maintain the business applications being recovered in the Duplicate Environment;

vii.    Work diligently to install applications on the Covered Equipment at the Covered Site with the intent of obtaining Covered Site Restoration;

viii.    Be responsible for all configurations of any third-party software according to third party vendor specifications; and

ix.    Provide the required accounts necessary for operating system access to recover the machines, i.e., local administrator, domain administrator, root or (sudo) or QSECOFR.

d.    Remedy.  You may, as the sole and exclusive remedy for OT’s material breach of this Section 5 of the Service Specific Terms Addendum: (i) terminate the Agreement within five (5) days advance notice; and (ii) receive a refund equal to the fees paid to OT for the three (3) month period immediately preceding the Disaster. This remedy does not apply to (i) Your breach of Your obligations under the Agreement or any other cause beyond OT’s reasonable control, (ii) any self-service Disaster declarations, tests, or failovers, or (iii) any period of time outside of the Disaster Recovery Period.

6.1  Definitions.

a. Defined Terms.  For the purposes of this Section 6 of the Service Specific Terms Addendum, the following terms shall be defined as follows:

i. “Third Party Sources” means sources that the Archiving Services receive Your data from including, but not limited to, third party: (i) services; (ii) software; (iii) platforms; (iv) applications; (v) websites; (vi) social media sites; (vii) telecommunication carriers; and (viii) APIs.

ii. “Third Party Limitations” means limitations beyond the control of OT that could impact the ability of the Archiving Services to capture, archive, and/or forward information, including, but not limited to, local, state, or federal laws as well as third party: (i) website policies, privacy settings, and data encryption; (ii) limitations of the third party website application programming interface; (iii) website restrictions on capture of third party data; (iv) website site data storage or access failures; (v) access controls such as passwords or other security measures; (vi) website discovery; and (vii) non-standard website programming.

6.2   Website Content Capture and Archiving. OT will make commercially reasonable efforts to capture and archive Your publicly accessible third-party website content. OT’s responsibility to complete such capture shall be subject to the conditions and disclaimers described in this Agreement. Subject to the limitations (including, but not limited to, Third Party Limitations set forth in this Agreement that may be updated from time to time), OT agrees to provide Archiving Services to You for the unique website addresses provided by You (for example https://www.domain.com). Such website capture will not be provided for any 3rd level or external website(s) (for example https://sub.domain.com).

6.3   Third Party Platforms and Websites.  The Archiving Services receive Your data from Third Party Sources. Third Party Sources are not offered, controlled, or provided by OT, and OT is not responsible for how Third Party Sources transmit, access, process, store, use or provide data for, or to, OT.  You acknowledge that OT’s ability to capture, archive and/or forward information from Third Party Sources will be restricted by Third Party Limitations.  OT shall have no obligation, or liability, for failure to capture any communications or data on Third Party Sources due to these Third Party Limitations. Notwithstanding the foregoing, in the event any Third Party Sources deny access to OT for purposes of capturing, archiving and/or forwarding such electronic data or communications, OT shall use reasonable endeavors to amend the Archiving Services to comply with such Third Party Limitations.  Applicable Third Party Limitations may include, without limitation, the following terms:

YouTube terms and conditions:   https://www.youtube.com/t/terms

Google services privacy:                https://policies.google.com/privacy?hl=en-GB
                                                           https://security.google.com/settings/security/permissions

Facebook terms and conditions:  https://developers.facebook.com/terms

LinkedIn terms and conditions:    https://www.linkedin.com/legal/l/api-terms-of-use

Your Content sent on removable media to OT for import into the Archiving Services may be subject to import fees.

6.4   Data Retention.  You are responsible for using the Archiving Services in accordance with applicable law, third party email service terms and conditions, and Your own internal retention requirements. In order for Your Content to be retained, after the Subscription Term to Archiving Services has expired, You must purchase extended data retention at an additional charge at the end of the Subscription Term (or upon termination, if earlier). The Archiving Services allow You to download archived information, and professional data exportation may be available at an additional charge by signing a separate Order Documentation. 

6.5   FINRA/SEC Archiving Obligations.  This Agreement does not relieve You from any applicable responsibilities You may have under SEC Rules 17a-3 and 17a-4. If You elect to cease using the Archiving Services for some or all of Your records preservation, the obligation to maintain and preserve books and records reverts back to You and You must provide written instructions to OT in order to transfer Your records to an alternative recordkeeping service.

6.6   Your Obligations.  Notwithstanding any of Your other obligations with respect to the Archiving Services, You are also responsible for: (i) configuring applicable third party platforms or systems to transmit Your Content to the Archiving Services, including without limitation in accordance with industry standards, and applicable laws and regulations, (ii) providing assistance to OT to investigate and resolve issues, (iii) obtaining any necessary consents from each individual end user in accordance with applicable law and any Third Party Limitations and (iv) immediately reporting to OT any issue which could compromise the stability, service or security of any user or system connected to or utilizing the Archiving Services to allow OT to provide the Archiving Services.

7.1    Access to Data.  Other than for the purposes of performing the Cloud-to-Cloud Backup Services, or for other services performed with Your consent, and subject to applicable law, OT will not access Your Content without Your permission, and Your Content will be decrypted only per Your authorization when You view, index, virus scan, export or restore such data. OT reserves the right to impose limits on abusive or excessive use, as determined by OT, in OT’s sole discretion. OT may set reasonable storage limits in the future. Upon termination of the Cloud-to-Cloud Backup Services, OT will use reasonable commercial efforts to send notification of such termination to the email address provided by You, informing You that Your access to the Cloud-to-Cloud Backup Services will be discontinued, and Your Content will be deleted after 14 days without a recovery option. OT will have no liability if You fail to receive the email or act in accordance with the email, or if Your Content is deleted following such period. 

7.2    Limitation.  You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” and “offline readers,” that accesses the Cloud-to-Cloud Backup Services, or any site or portal used to provide them, in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser. OT reserves the right to revoke these exceptions either generally or in specific cases. 

7.3    OT Default Storage Provider. The OT Default Storage Provider (as defined below) for the Cloud-to-Cloud Backup Services is Amazon S3 Storage.  Current terms and conditions for Amazon S3 Storage are available at https://aws.amazon.com/agreement/.

8.1    Cloud Storage Provider.  If You elect to utilize Your own cloud storage provider (“Your Cloud Storage Provider”), You acknowledge that OT cannot warrant and hereby disclaims any responsibility with respect to the integrity, reliability, security, quality, and compatibility with Your systems, availability of the services provided by Your Cloud Storage Provider and their effect on the applicable Services and/or Your Content. Accordingly, You shall release OT from any liability relating to failure or lack of availability of the Services relating to Your Cloud Storage Provider.

You acknowledge that Your use and access of the services provided by Your Cloud Storage Provider and all legal rights and remedies related to Your use of Your Cloud Storage Provider’s services are governed by the applicable terms entered into between You and Your Cloud Storage Provider (“Your Cloud Storage Provider EULA”) and You shall indemnify OT from any claims arising from a breach by You of Your Cloud Storage Provider EULA. 

8.2    Default Storage Provider.  If You do not request to use Your Cloud Storage Provider, OT shall select a default cloud storage provider as specified in this Service Specific Terms Addendum (the “Default Storage Provider”) as applicable. You acknowledge that Your use and access of the services provided by the Default Storage Provider is governed by the Agreement together with the applicable terms of the Default Storage Provider, including (without limitation) any acceptable use policy and privacy policy (the “Default Storage Provider EULA”) that reasonably apply to end users (i.e., the appropriate ways for end users to use the Default Storage Provider’s service), which You hereby acknowledge and agree to abide by. Accordingly, You shall indemnify OT from any claims arising from a breach by You of the Default Storage Provider EULA and such breach shall entitle OT to immediately suspend or terminate the Services or any part thereof (including, without limitation, Your access to the Default Storage Provider service).

Your Content shall be stored and handled by the Default Storage Provider in accordance with the Default Storage Provider EULA to which You hereby agree to adhere. You further acknowledge that You have no rights and remedies against the Default Storage Provider, and that all claims relating thereto should be directed to OT, and shall be subject exclusively to the terms of the Agreement and this Service Specific Terms Addendum. 

9.1    Definitions. For the purposes of this Section 9 of the Service Specific Terms Addendum, the terms listed below shall be defined as follows: 

a.    "Cloud Platform” means the supported cloud services (e.g. Microsoft Office 365 or Google Workspace) or cloud computing infrastructure (e.g. Amazon Web Services, Google Cloud Compute or Microsoft Azure).
 
b.    “Communication Channel” means email or a real-time messaging capability to connect OT and You for communication in conjunction with the provision of the MDR Services.
 
c.    “Compliance Storage” means a Service to: (i) extend the retention period for Your data stored under EDR and/or MDR; and (ii) store Your Syslog data.

d.    "Endpoint Agent” means software deployed to endpoints which: (i) monitors and collects telemetry, (ii) performs various remediation actions as directed by the Services, and (iii) performs real-time detection and prevention of malware.
 
e.    “Endpoint” means each one of the following that is set up to be a source of data that is ingested into the Services and is owned or leased by the Customer: (i) laptops, physical or virtual;(ii) desktops, physical or virtual; and (iii) mobile devices.
 
f.    “Server” means each one of the following that is set up to be a source of data that is ingested into the Services and is owned or leased by the Customer servers, physical or virtual.
 
g.    “IT Environment” means Endpoints, Networks and Cloud Platforms identified on the applicable Order Documentation.
 
h.    “Networks” means private networks behind Your corporate edge firewalls or routers.
 
i.    “Relay” means a software tool deployed to a Network which receives and forwards data that is ingested into the Services.
 
j.    "OT Services Manager” means Your point of contact within OT who is: (i) responsible for project managing the Services; (ii) authorized to make all decisions related to the MDR Services on behalf of OT, including identification and assignment of Your resources; (iii) available to Your personnel throughout the term of this Agreement; (iv) authorized to issue quarterly updates; and (v) responsible for confirming Your acceptance of the deliverables.
 
k.    “Services Sponsor” means a Your employee or authorized representative who You designate as the point of contact and the point of escalation for all communications with the OT Services Manager.
 
l.    “Telemetry Data” means that portion of Your Content (whether structured or unstructured log data) submitted by you to the Services through the EDR Agent, Relay or an API and including, but not limited to, telemetry data, network telemetry data, cloud telemetry data, and application logs. 

9.2    Data Retention. Notwithstanding anything to the contrary in Section 4.3 of the Cloud Terms and Conditions, the standard data retention for Your Telemetry Data is a rolling 60 days from OT’s receipt of Your Telemetry Data. Compliance Storage may be purchased for an additional Fee to retain this data for a longer period of time.

9.3    Your Data Obligations. The EDR/MDR Services monitor Your IT Environment, including Endpoints and, if provided in the Order Documentation, Networks and Cloud Platform. The monitoring requires a feed of Your Telemetry Data. You acknowledge that You are responsible for maintaining Your own copy of all of Your Telemetry Data ingested into the EDR/MDR Services and that in the event any of Your Telemetry Data ingested into the EDR/MDR Services is lost or corrupted in any manner: (i) OT shall not be responsible for any such loss or corruption; and (ii) You shall be responsible for uploading replacement data into the Services as, and to the extent, the parties mutually agree is reasonably appropriate, for which OT may require You to execute Order Documentation for additional OT EDR/MDR Services related thereto. 

9.4    Scope of the OT EDR/MDR Services. 

a.    The following service features may be included within the scope of the OT EDR/MDR Services so long as they are listed on the Order Documentation: 

b.    Endpoint Increases and Decreases. The total number of Endpoints covered by the Service(s) may not be reduced during the current Subscription Term, even if You have discontinued the operation of such Endpoints. Each additional Endpoint added during the current Subscription Term shall be added to Your Endpoint total and will be billed a prorated portion of the applicable annual Fees (prorated on the basis of the number of months remaining in the then current Subscription Term). OT may require You to execute additional Order Documentation for the additional Endpoints, and You will execute the applicable Order Documentation within 5 business days of receipt from OT. At least 90 days prior to the start of each subsequent Subscription Term, You shall confirm in writing to OT the number of Endpoints to be covered by the EDR/MDR Services at the start of the next Subscription Term, which number may be higher or lower than in the then current Subscription Term. In the absence of Your written confirmation, the number of Endpoints at the end of the then current Subscription Term shall carry over to the next Subscription Term. 
 
c.    Onboarding responsibilities for the OT EDR/MDR Services are allocated as follows: 

d.    Use of Your EDR Agent.  OT does not warrant, and shall have no liability whatsoever in connection with, the performance of Your EDR Agent that interacts with the Services, including, but not limited to, any disclosure, modification, or deletion of Your Telemetry Data. If You elect to utilize Your own EDR Agent, You acknowledge that OT cannot warrant and hereby disclaims any responsibility with respect to the integrity, reliability, security, quality, and compatibility with Your systems, or the availability of the services provided by Your EDR Agent. You shall release OT from any liability relating to failure or lack of availability of the Services relating to Your EDR Agent.

e.    EDR Bundle. EDR shall only be available as a bundled Service in conjunction with OpenText™ Core Endpoint Protection (previously known as Webroot Business Endpoint Protection).

9.5    Your Responsibilities. You agree and acknowledge that OT’s performance of the EDR/MDR Services is dependent on Your compliance with the requirements of this Section 9 and the Cloud Terms and Conditions. You agree that you shall:

 a.    Provide reasonable assistance to OT for performance under this Agreement, including: (i) helping trouble-shoot technical issues within Your IT Environment as well as any services provided by third parties to You that may affect the delivery of the EDR/MDR Services, (ii) timely delivery of the items and information listed in the Order Documentation, and (iii) providing access to Your employees, consultants, business processes, and/or systems as contemplated herein for OT to be able to perform the EDR/MDR Services efficiently. 

b.    Provide the necessary technical, license and service information required for implementation prior to the commencement of the OT EDR/MDR Services in a timely manner.

c.    Provide OT with accurate and up-to-date information including the name, e-mail, landline, and mobile numbers for Your designated Services Sponsor and End Users.

 
d.    Maintain current maintenance and technical support contracts with Your software and hardware vendors for any device affected by this Agreement.

e.    Assign a Services Sponsor who is available to OT personnel throughout the Subscription Term.

f.    Provide OT staff with required level of administrative access to third party software (e.g., a third party Endpoint Agent) to perform managed services activities related to scope included in Order Documentation. 

9.6    Additional Warranty Limitations. In addition to the exceptions listed in Section 10.1 of the Cloud Terms and Conditions, the limited warranty set forth in Section 10.1 of the Cloud Terms and Conditions shall not apply in the event that You: (i) do not comply with the obligations and responsibilities in this Section 9, the applicable Order Documentation, or any instructions provided by OT in performance of the MDR Services, (ii) fail to notify OT if any changes made to or needed from the MDR Services, which can include, but are not limited to, Endpoint count, licensing requirements, and/or Accounts, or (iii) fail to notify OT when deployed assets are invisible to or otherwise unavailable for monitoring.

9.7    The OT Default Storage Provider (as defined in this Service Specific Terms Addendum) for the EDR/MDR Services is Microsoft Azure.  Current terms and conditions for Microsoft Azure Storage are available at https://azure.microsoft.com/en-us/support/legal/.

10.1    Definitions. For the purposes of this Section 10 of the Service Specific Terms Addendum, the terms listed below shall be defined as follows: 

a.    "Cloud Platform” means the supported cloud services (e.g. Microsoft Office 365 or Google Workspace) or cloud computing infrastructure (e.g. Amazon Web Services, Google Cloud Compute or Microsoft Azure). 

b.    “Communication Channel” means email or a real-time messaging capability to connect OT and You for communication in conjunction with the provision of the OT MxDR Services. 

c.    "EDR Agent” means software deployed to endpoints which monitors and collects telemetry and performs various remediation actions as directed by the Services. 

d.    “Endpoint” means each one of the following that is set up to be a source of data that is ingested into the Services and is owned or leased by the Customer: (i) laptops, physical or virtual; and (ii) desktops, physical or virtual. 

e.    “Server” means each one of the following that is set up to be a source of data that is ingested into the Services and is owned or leased by the Customer servers, physical or virtual. 

f.    “IT Environment” means Endpoints, Networks and Cloud Platforms identified on the applicable Order Documentation. 

g.    “Networks” means private networks behind Your corporate edge firewalls or routers.

 
h.    “Relay” means a software tool deployed to a Network which receives and forwards data that is ingested into the Services.

 
i.    "OT Services Manager” means Your point of contact within OT who is: (i) responsible for project managing the Services; (ii) authorized to make all decisions related to the OT MxDR Services on behalf of OT, including identification and assignment of Your resources; (iii) available to Your personnel throughout the term of this Agreement; (iv) authorized to issue quarterly updates; and (v) responsible for confirming Your acceptance of the deliverables. 

j.    “Services Sponsor” means a Your employee or authorized representative who You designate as the point of contact and the point of escalation for all communications with the OT Services Manager. 

k.    “Telemetry Data” means that portion of Your Content (whether structured or unstructured log data) submitted by You to the Services through the EDR Agent, Relay or an API and including, but not limited to, telemetry data, network telemetry data, cloud telemetry data, and application logs. 

10.2    Data Retention. Notwithstanding anything to the contrary in Section 4.3 of the Cloud Terms and Conditions, the standard data retention for Your Telemetry Data is a rolling 30 days from OT’s receipt of Your Telemetry Data. Upon Your written request for an extended retention period, OT shall provide to You Order Documentation to be signed by the parties for the additional fees applicable to such longer retention period. 

10.3    Travel Related Expenses. Prior to OT incurring any travel related expenses in connection with the provision of the OT MxDR Services, OT shall obtain Your prior written approval (such approval not to be unreasonably withheld or delayed). Travel and related expenses are in addition to the Fees set forth in the applicable Order Documentation. 

10.4    Your Data Obligations. The OT MxDR Services monitors Your IT Environment, including Endpoints and, if provided in the Order Documentation, Networks and Cloud Platform. The monitoring requires a feed of Your Telemetry Data. You acknowledge that You are responsible for maintaining Your own copy of all of Your Telemetry Data ingested into the OT MxDR Services and that in the event any of Your Telemetry Data ingested into the OT MxDR Services is lost or corrupted in any manner: (i) OT shall not be responsible for any such loss or corruption; and (ii) You shall be responsible for uploading replacement data into the Services as, and to the extent, the parties mutually agree is reasonably appropriate, for which OT may require You to execute Order Documentation for additional OT MxDR Services related thereto. 

10.5    Scope of the OT MxDR Services. 

a.    The following service features may be included within the scope of the OT MxDR Services so long as they are listed on the Order Documentation: 

b.    Endpoint Increases and Decreases. The total number of Endpoints covered by the Service(s) may not be reduced during the current Subscription Term, even if You have discontinued the operation of such Endpoints. Each additional Endpoint added during the current Subscription Term shall be added to Your Endpoint total and will be billed a prorated portion of the applicable annual Fees (prorated on the basis of the number of months remaining in the then current Subscription Term). OT may require You to execute additional Order Documentation for the additional Endpoints, and You will execute the applicable Order Documentation within 5 business days of receipt from OT. At least 90 days prior to the start of each subsequent Subscription Term, You shall confirm in writing to OT the number of Endpoints to be covered by the OT MxDR Services at the start of the next Subscription Term, which number may be higher or lower than in the then current Subscription Term. In the absence of Your written confirmation, the number of Endpoints at the end of the then current Subscription Term shall carry over to the next Subscription Term. 

c.    Telemetry Log Data Increases and Decreases Overages. In the event You exceed any of the base Telemetry Data caps listed in the table above, OT reserves the right to: (i) invoice for the excess volume based on applicable rates, or (ii) suspend the use of the applicable OT MxDR Service features until additional Order Documentation is executed by You and OT (or OT and the OT partner, if applicable) to reflect the increase in telemetry volume for an additional fee.
 
d.    Onboarding responsibilities for the OT MxDR Services are allocated as follows: 

e.    Use of Your EDR Agent.  OT does not warrant, and shall have no liability whatsoever in connection with, the performance of Your EDR Agent that interacts with the Services, including, but not limited to, any disclosure, modification, or deletion of Your Telemetry Data. If You elect to utilize Your own EDR Agent, You acknowledge that OT cannot warrant and hereby disclaims any responsibility with respect to the integrity, reliability, security, quality, and compatibility with Your systems, or the availability of the services provided by Your EDR Agent. You shall release OT from any liability relating to failure or lack of availability of the Services relating to Your EDR Agent.

10.6    OT MxDR Advanced Agent Terms. If Your applicable Order Documentation reflects that You are also receiving a managed advanced endpoint agent (“OT MxDR Advanced Agent Security Services”) as part of Your OT MxDR package, then the terms below shall apply to the OT MxDR Advanced Agent Security Services: 

a.    You acknowledge that OT has licensed a platform from a third party, SentinelOne, including SentinelOne’s malware protection, detection and remediation solutions, endpoint detection and response solutions, device discovery and control solutions, and other solutions and enhancements thereto offered by SentinelOne over time (the “SentinelOne Solutions”) from SentinelOne, Inc. and is using the SentinelOne Solutions in the provision of OT MxDR Advanced Agent Security Services. SentinelOne, Inc. is not liable to You related to the use of the SentinelOne Solutions as part of the OT MxDR Advanced Agent Security Services. 

b.    You agree and acknowledge that You: (i) are not permitted to bring any claims regarding OT’s provision of the OT MxDR Advanced Agent Security Services and/or the SentinelOne Solutions against SentinelOne, Inc.; and (ii) shall indemnify and hold harmless SentinelOne, Inc. and OT for any cause of action arising out of the SentinelOne Solutions. 

c.    In addition, You acknowledge that Your use and access of the OT MxDR Advanced Agent Security Services is governed exclusively by the Agreement. Accordingly, You have no rights and remedies against SentinelOne, and all claims relating thereto should be directed to OT, and shall be subject exclusively to the terms of the Cloud Terms and Conditions and this Service Specific Terms Addendum.

10.7    Your Responsibilities. You agree and acknowledge that OT’s performance of the OT MxDR Services is dependent on Your compliance with the requirements of this Section 10 and the Cloud Terms and Conditions. You agree that you shall:

 
a.    Provide reasonable assistance to OT for performance under this Agreement, including: (i) helping trouble-shoot technical issues within Your IT Environment as well as any services provided by third parties to You that may affect the delivery of the OT MxDR Services, (ii) timely delivery of the items and information listed in the Order Documentation, and (iii) providing access to Your employees, consultants, business processes, and/or systems as contemplated herein for OT to be able to perform the OT MxDR Services efficiently. 

b.    Provide the necessary technical, license and service information required for implementation prior to the commencement of the OT MxDR Services in a timely manner.
 
c.    Provide OT with accurate and up-to-date information including the name, e-mail, landline, and mobile numbers for Your designated Services Sponsor and End Users.
 
d.    Maintain current maintenance and technical support contracts with Your software and hardware vendors for any device affected by this Agreement.
 
e.    Assign a Services Sponsor who is available to OT personnel throughout the Subscription Term.
 
f.    Provide OT staff with required level of administrative access to third party software (e.g. Your EDR Agent) to perform managed services activities related to scope included in Order Documentation. 

10.8    Additional Warranty Limitations. In addition to the exceptions listed in Section 10.1 of the Cloud Terms and Conditions, the limited warranty set forth in Section 10.1 of the Cloud Terms and Conditions shall not apply in the event that You: (i) do not comply with the obligations and responsibilities in this Section 10, the applicable Order Documentation, or any instructions provided by OT in performance of the OT MxDR Services, (ii) fail to notify OT if any changes made to or needed from the OT MxDR Services, which can include, but are not limited to, Endpoint count, licensing requirements, and/or Accounts, or (iii) fail to notify OT when deployed assets are invisible to or otherwise unavailable for monitoring. 

10.9    Additional Notice Obligations. In addition to the OT notice mail and email addresses in Section 14.10 of the Cloud Terms and Conditions, You must all provide a copy of all notices to OT by mail to Open Text Corporation, Attn: Professional Services Operations 275 Frank Tompa Drive, Waterloo, Ontario N2L 0A1 Canada and by email to securityservices@opentext.com. 

10.10    The OT Default Storage Provider (as defined in this Service Specific Terms Addendum) for the OT MxDR Services is Amazon Web Services.  Current terms and conditions for Amazon S3 Storage are available at https://aws.amazon.com/agreement/.

10.11    Notwithstanding anything to the contrary in the Cloud Terms and Conditions:  

a.    support for the OT MxDR Services will be provided in accordance with the support terms incorporated herein and available at https://www.carbonite.com/legal/mxdr-service-technical-support-addendum; and 

b.    the OT MxDR Services shall be provided according to the service level objectives available at https://www.carbonite.com/legal/service-levels-objective-addendum and incorporated herein. 

11.1    Third Party Platforms.  You may, at Your option, obtain services from a third party and manage certain aspects of the Services from Your designated third party’s platform which interoperate with the Services (each, a “Third Party Platform”).  If You utilize a Third Party Platform for use and/or management of the Services, You grant OT permission to allow the provider of such Third Party Platform (“Third Party Provider”) to access Your data or information (including but not limited to Your Content) as required for the interoperation of the Services with such Third Party Platform and You hereby release OT from and waive any and all claims relating thereto.  Your use of a Third Party Platform, including but not limited to any exchange of data between You and a Third Party Provider, shall solely be between You and such Third Party Provider.   You shall be responsible for any change to your Services by a Third Party Platform utilizing your OT credentials. Any use of the Services by You within a Third Party Platform remains subject to the applicable OT terms and conditions for such Service and OT does not warrant, and shall have no liability whatsoever in connection with, the performance of any Third Party Platform that interacts with the Services, including, but not limited to, any disclosure, modification, or deletion of Your Content. OT may cease to provide any Service features or functionality within a Third Party Platform and will have no liability to You relating thereto.