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Maxis Digital Services Terms and Conditions – Solution Terms - Security Services

 

Version 26 April 2022 posted on 28 April 2022.

 

  1. Contract Structure
    1. Customer desires to obtain from Maxis, and Maxis desires to provide to Customer, certain security services as may be agreed upon by Customer and Maxis from time to time as set out in a Registration Form and/or Solution Pack ("Security Services").
    2. The Base Terms together with these Solution Terms, the Solution Pack and the Registration Form entered into by the Parties together comprise the Agreement documenting the terms and conditions under which Customer agrees to purchase, and Maxis agrees to provide, such Security Services.
    3. For clarity, where the Security Services include the provision of Hardware, Software, Professional Services and/or Cloud Services (each as defined under its applicable Solution Terms), the Solution Terms applicable to such scope/deliverable shall apply in addition to these Solution Terms for Security Services.
  1. Security Services
    1. Technical support and service level commitments for Security Services are described in the Solution Pack.
    2. Unless otherwise provided herein, Security Services shall not include the provision or maintenance of any other equipment or software required by Customer to connect to the Security Services. Customer will be responsible for its own hardware, software and connectivity to access and use the Security Services.
    3. If during operation of the Security Services, Customer (including its personnel) and/or the Customer Equipment causes fault which disrupts or otherwise interferes with Maxis' continued provision of the Security Services, Customer shall pay Maxis all restoration costs incurred to restore the Security Services.
    4. Customer understands and agrees that Customer will ultimately be responsible for determining whether the Security Services provided by Maxis:
      1. meet Customer’s business and technical requirements and any desired outcomes;
      2. comply with all federal, state and local laws, ordinances, codes, regulations and policies; and
      3. comply with Customer’s applicable internal guidelines, long-term goals and any related agreements.
  1. Consents and Access
    1. Customer shall obtain all necessary approvals, licenses, authorizations, consents, and permits to enable Maxis to (i) reasonably access Site(s), or (ii) use, access, maintain or modify Customer Equipment, Customer’s (or third party) software or hardware, or other materials provided by Customer, to the extent necessary for Maxis to provide the Security Services. If Customer fails to provide such access, consents or approvals, this may result in Maxis’ inability to provide Security Services and Customer shall be liable for any delays and/or breach arising from the same.
    2. Customer is responsible for removing or dismantling any hardware or software ineligible for Security Services to allow Maxis to perform these services. If delivery of Security Services is delayed or requires additional effort or work by Maxis because of ineligible hardware or software, Maxis shall be entitled to charge Customer for such additional work performed at Maxis’ standard service rates (as stated in the Solution Pack).
  1. Customer Obligations
    1. Except where Customer has subscribed to "Managed Security Monitoring Services" from Maxis as part of the Security Services, Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as those used by Maxis to perform the Security Services as notified to Customer by Maxis in writing. This includes informing Maxis promptly in the case of any security incidents, including without limitation any denial-of-service or distributed denial-of-service attack. In the event of any such incident, the Parties will work together to alleviate the situation as quickly as reasonably possible.
    2. Customer shall not re-sell or otherwise, re-provide the Security Services directly or indirectly to third parties, except with prior written consent from Maxis.
    3. Customer acknowledges and agrees that the delivery of Security Services may involve the use by Maxis of premises, equipment, software and/or other items to be provided by Customer. Customer warrants that it will take all actions (including obtaining all relevant consents) necessary to ensure that each use will not in any way infringe the rights of any third party.
  1. Customer Data
    1. Maxis shall not be liable for the security of Customer’s Content on any of the Customer Equipment or transmitted through the Security Services (whether authorised by Customer or not). Customer bears ultimate responsibility over the Customer’s Content and Maxis has no liability for loss, corruption, or destruction of Customer’s Content.
    2. Customer agrees that Customer is the best judge of the value and the importance of Customer's Content and therefore, Customer will be solely responsible for instituting and operating all necessary back-up procedures and to maintain appropriate security and protection for its own benefit, to ensure that data integrity can be maintained in the event of loss or corruption of Customer's Content for any reason.
  1. Disclaimers
    1. Maxis does not represent, warrant (express or implied) or covenant that the Security Services performed will:
      1. detect or identify all security or network threats to, or vulnerabilities (whether in regard to a physical environment, cyber environment or otherwise) of Customer’s (or any other end-user’s) networks or other facilities, assets, or operations;
      2. return control of Customer or third party systems where unauthorized access or control has occurred; or
      3. meet or help Customer to meet any industry standard or any other requirements, unless otherwise mutually agreed between Maxis and Customer in the Solution Pack.
    2. Customer acknowledges and agrees that the Security Services are not a guarantee against:
      1. malicious code, deleterious routines and other techniques and tools employed by cyber hackers and other third parties to create security exposures whether in regard to a physical environment (including without limitation to Site(s) and/or Customer Equipment) or cyber environment (and whether malicious or otherwise); or
      2. intrusions or security breach into or damage to Customer’s (or any other end-user’s) networks or other facilities, assets, or operations including loss of data.
    3. Customer acknowledges that the internet consists of a series of networks that are subject to failures and errors in operation and transmission. The internet is an inherently insecure, publicly accessible network subject to access at multiple locations. The Security Services may be subject to failures and errors caused by the operation or failure of, or defects in the internet. Any data transmitted over the internet, even when transmitted with security protections, is subject to possible access, modification, diversion, corruption and disclosure by unintended parties.
  1. Maxis’ rights

Where (i) Maxis recommends or propose any upgrades/ enhancement / modifications to any software and/or hardware covered under the Security Services and (ii) such upgrades / enhancement / modifications are not accepted by Customer, Maxis is not responsible and will not be liable for (A) any defects, bugs, faults, and incompatibility of such hardware and/or software, and (B) such hardware and/or software failing to meet the requirements under the Agreement or as may be required by Customer.

  1. Audit

Customer’s use of the Security Services may be subject to audits by Maxis and/or its Affiliates and therefore, Customer shall provide all necessary coopera-tion to facilitate such audit. Where the audit reveals any non-compliance with the terms of this Agreement by Customer, Customer agrees to indemnify Maxis for any and all claims, losses, liabilities, damages, penalty costs and expenses arising from the same.

  1. Termination for Convenience by Maxis

If Maxis terminates the Agreement for convenience in accordance with the Base Terms, Maxis will refund a pro-rata amount of Fees prepaid by Customer for the unused Security Services.