SharePoint Services Terms and Conditions

In addition to the General Terms and Conditions, your use of the SharePoint Services is subject to the following additional terms and conditions:

1.  ADDITIONAL DEFINED TERMS
Some words used in this Product Addendum have particular meanings:

“Effective Date” means the date on which you have submitted a signed Agreement for SharePoint Services and we have received your payment for the first month’s service.

“Personally Identifiable Information” or “PII” means: (i) a combination of any information that identifies an individual with that individual’s sensitive and non-public financial, health or other data or attribute, such as a combination of the individual’s name, address, or phone number with the individual’s social security number or other government issued number, financial account number, date of birth, address, biometric data, mother’s maiden name, or other personally identifiable information; (ii) any “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act found at 15 USC Subchapter 1, § 6809(4), and (iii)  “protected health information” as defined in the Health Insurance Portability and Accountability Act found at 45 CFR §160.103.

"SharePoint Service” or “SharePoint Services" means the Rackspace SharePoint Services, plus Support, as defined below.  “SharePoint Services” does not include any SharePoint applications that Rackspace licenses for use on a fully- or partially-dedicated Hosted System.

“Support” means (i) management of the SharePoint Service by a customer care team that includes individuals trained in the system you select, and (ii) availability of support twenty-four (24) hours per day, seven days per week, year round.

2.  ADDITIONAL RACKSPACE OBLIGATIONS
In addition to its obligations stated in the General Terms and Conditions, Rackspace will provide the following services as part of your SharePoint Services:

2.1  Administration.  Rackspace will provision the initial environment. You will otherwise be responsible for administering your SharePoint Service, including creating your site collection, establishing the site collection administrator, adding users, adding storage, establishing permissions, and customizing the interface.

2.2  Service Level Agreement (“SLA”). Your SharePoint Service will be available 100% of the time in a given calendar month, excluding downtime due to maintenance.

2.2.1  Downtime.  Downtime exists if you are unable to access your SharePoint Service.  Downtime does not exist if you are unable to access your SharePoint Service as a result of a failure outside of Rackspace’s reasonable control, such as your connection to the Internet, your computer, or your systems.  This SLA does not cover search outages.  Rackspace will perform maintenance on the SharePoint Services on a regularly scheduled basis, and may also perform unscheduled emergency maintenance if needed to address new security threats or other non-routine events.  Delays that may occur while the SharePoint Service makes planned transitions between redundant system elements is considered maintenance.

2.2.2  Credits.  In the event of downtime, you are eligible for a credit as follows:
2.2.2.1  if the downtime continues for five (5) consecutive hours or more, you may request a credit equal to the monthly recurring fee for the affected SharePoint Service (the "Maximum Credit"); or 2.2.2.2  if the downtime continues for less than five (5) consecutive hours, then you may request a prorated portion of the Maximum Credit equal to the number of minutes of downtime divided by five (5) hours (300 minutes).

You are not entitled to a credit if you are in breach of the Agreement (including your payment obligations to us) at the time of the occurrence of the event giving rise to the credit until you have cured the breach.  You are not entitled to a credit if the event giving rise to the credit would not have occurred but for your breach of the Agreement.   

You must request a credit through your control panel within seven (7) days following the end of the downtime.  Your request must describe the downtime, including the specific SharePoint Service affected, the start and end time of the downtime, and specifically how your use of the SharePoint Service was adversely affected. Rackspace will apply any credit that is due against your next invoice for SharePoint Services.

2.3  Support.   Rackspace will provide Support to your designated administrator(s) or technical contacts on the account. Rackspace will not provide Support directly to your end users unless specifically agreed in writing.

3. LIMITATIONS ON SERVICES

3.1 Backups. Rackspace performs data backups on a "snap shot" basis at a specific moment. Therefore Rackspace may not create a backup of all information that is stored on your SharePoint site collection. The backup will only capture the information that is present at the time of the backup.  Data on backups may be retrieved only for a limited number of days. See information in Section 5.2 (Records Retrieval) below regarding Records Retrieval services.

3.2  System Abuse.  You may not use a SharePoint site as a public site by publishing your log in information.  Any scripts you use in connection with your SharePoint Services must be written such that they do not consume a disproportionate amount of computing resources.  You may not otherwise use the SharePoint Services in a way that creates operational disturbances for other Rackspace SharePoint customers or for the Rackspace systems generally.

4.  CUSTOMER SECURITY OBLIGATIONS.  The General Terms and Conditions require you to use reasonable security precautions in light of your use of the Services.  For the SharePoint Services, this includes encrypting any PII transmitted to or from, or stored on, your site collection.

5. ADDITIONAL TERMS FOR CERTAIN SERVICES.
The following additional terms will apply if you elect to purchase one of the services described below:

5.1 Migration Services. At your request, we will provide an advance estimate of fees based on the information you provide to us. However, you acknowledge that our fee will be calculated on the basis of the actual amount of data migrated and may exceed the estimate. You acknowledge that after we begin the migration services we may discover technical limitations related to the configuration of your data that prevent us from successfully completing the migration. We will not charge you a fee if we are unable to successfully migrate your data. You acknowledge that there is a special risk that data will be lost during a migration.  You agree that you will create a reliable back up of all data to be migrated prior to the time that we begin the migration.  You agree that we are not liable to you for damages resulting from the loss or corruption of your information as part of the migration.

5.2 Records Retrieval.  Records retrieval services will be performed on a fee basis and will take up to ten (10) days.  At your written request made at or prior to the termination of your SharePoint Service, Rackspace will provide a complete copy of your data on a fee basis, but all payments on your account must be made prior to Rackspace's release of the copy of the data to you.

6. TERM
The initial term of each Agreement begins on the Effective Date and continues for the period stated in the Service Description. If no term is stated in the Service Description, the initial term shall be one (1) month.  Upon expiration of the initial term, the Agreement will automatically renew for successive renewal terms of one month each unless and until one of us provides the other with thirty (30) days advance written notice of non-renewal.

7. TERMINATION FOR CONVENIENCE
You may terminate the Agreement for SharePoint Services for convenience at any time on thirty (30) days advance written notice. Rackspace may terminate for convenience at any time on one hundred and twenty (120) days advance written notice.  If you terminate for convenience, we will refund any amount you prepaid for any period extending past your committed term.

8.  FEES

8.1  Recurring fees will be billed in advance, either monthly, quarterly, or annually, as agreed.  Non-recurring fees, such as migration services and records retrieval, will be billed monthly in arrears.  Fee changes due to changes in the services (e.g. increase or decrease in storage) will be effective either: (i) as of the date of the change to the service, with a prorated amount due for any partial month, or (ii) as of the beginning of the next calendar month, at Rackspace’s option.  

8.2  Fees are due within five (5) days of invoice date.  If you have arranged for payment by credit card or ACH, Rackspace may charge your card or account on or after the invoice date.  Rackspace may suspend all Services, including services provided pursuant to any unrelated agreement if payment of any invoiced amount is overdue, and you do not pay the overdue amount within four (4) Business Days of our written notice to your billing contact.  You agree that if your Services are reinstated after a suspension for non-payment, you will pay a reasonable reinstatement fee.  Rackspace may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%).  If any amount is overdue by more than thirty (30) days and Rackspace brings a legal action to collect, you must also pay Rackspace’s costs of collection, including reasonable attorney fees and court costs.  If your check is returned for insufficient funds, we may charge you a fee up to the maximum amount permitted by law.  Fees must be paid in U.S. Dollars.  Invoices that are not disputed within 180 days of invoice date are conclusively deemed accurate.

8.3  We may increase our fees for SharePoint Services at any time by posting the new fees in the control panel or providing notice to you via ticket.  Fee increases will not be applied to your SharePoint Services purchased prior to the time of the fee increase until at least forty-five (45) days after the date the new fees are first published, but any new SharePoint Services you purchase after a fee increase will be charged at the new fees.  

9.  ADDITIONAL SUSPENSION, TERMINATION AND INDEMNIFICATION GROUNDS  

In addition to the other grounds for suspension and termination stated in Section 10 (Suspension) and Section 11.2 (Termination for Breach) of the General Terms and Conditions, we may suspend your SharePoint Services or terminate the Agreement immediately and without notice if you use your SharePoint Service in violation of the use restrictions in the Agreement, including those in the AUP.  

Your indemnity obligations stated in Section 14 (Indemnification) of the General Terms and Conditions shall, in addition to the other grounds stated, cover any third party claim arising from your use of the SharePoint Service, except to the extent such claim arises from Rackspace’s breach of the Agreement, negligence, recklessness, or willful misconduct.

10.  PRIVACY

10.1  Content/Data.   When we use the term “content” in this Section we are referring to the content you store on your SharePoint site collection; when we use the term “system data” we are referring to information that is created by the systems and networks that are used to provide the SharePoint Service.  Your content includes things like the files you post to the site, the text of the communications between users of the sites, and is generally the information that could be communicated using some media (like email, a letter, telephone call, CD, DVD, etc.)  The system data includes information such as peak usage times, feature usage, and is generally information that would not exist but for the fact that the SharePoint Service was used.   

11.2  Content Privacy.  We respect your privacy.  Your content is your Confidential Information and is subject to the restrictions on use and disclosure described in the General Terms and Conditions, Section 12 (Confidential Information).  In addition to those restrictions, we agree that our personnel will not view your content except in the specific ways defined below.   However, you agree that we may view and use the system data for our general business purposes, including maintaining and improving security, improving our services, and developing products.

11.3  Our Limited Rights to View and Use Your Content.  You agree that our personnel may view your content for the following purposes:
 

i.    as necessary to respond to your specific support request;

ii.    to ensure that backups are being performed properly;

iii.    as appropriate to the exercise of our rights to use and disclose your Confidential Information as described below in the General Terms and Conditions, Section 12 (Confidential Information); and

If we use third party vendors to help us provide Services to you, we may permit those vendors to view and use your content for the same purposes described above, provided that the vendors are subject to confidentiality and privacy restrictions at least as stringent as those stated in the General Terms and Conditions, Section 12 (Confidential Information).   

10.5  Changes to Privacy Terms
We may change Subsection 11.3 (Our Limited Right to View and Use Your Content) under the same procedures described for amendments to the AUP in the General Terms and Conditions, Section 9 (Changes to the Acceptable Use Policy).

11.  RESALE
You may not resell the SharePoint Services without Rackspace’s prior written consent, and then subject to the Reseller Addendum at http://www.rackspace.com/email_hosting/tos/reseller_addendum.

This Product Addendum for SharePoint Services constitutes the final agreement between you and Rackspace regarding its subject matter and supersedes and replaces any prior agreement, understanding or communication, written or oral.



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