GMX TEC Service Terms

“Acceptable Use Policy” means the policy located at https://www.gmxtec.com/legal/gmx-acceptable-usage (and any successor or related locations designated by us), as it may be updated by us from time to time.

"SOW" means statement of work and forms part of the service term when explicitly defined within service offerings as Professional Services.

"GMX Import/Export Disk Appliance" means a physical device owned by GMX TED Ltd and loaned to the Customer, "YOU" for a predefined period for the purpose of delivering the GMX Migration Services as defined at a later section within these Terms.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your GMX TEC account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your GMX TEC account.

"GMX RDS" means Relational Database Service as specified in this document.

“API” means an application program interface.

“GMX TEC Site” means https://www.gmxtec.com (and any successor or related site designated by us), as may be updated by us from time to time.

“GMX TEC Content” means Content we or any of our affiliates make available in connection with the Services or on the GMX TEC Site to allow access to and use of the Services, including APIs; WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). GMX TEC Content does not include the Services or Third-Party Content. 

“GMX TEC Trade Marks” means any trademarks, service marks, service or trade names, logos, and other designations of GMX TEC and its affiliates that we may make available to you in connection with this Agreement.

“Content” means software (including machine images), data, text, audio, video or images.

“Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at https://www.gmxtec.com/documentation (and any successor or related locations designated by us), as such user guides and admin guides may be updated by GMX TEC from time to time.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own GMX TEC account, rather than under your account.

“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT,  sales and transactions taxes or others as applicable.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Policies” means the Acceptable Use Policy, Privacy Policy, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described in the GMX TEC Content and on the GMX TEC Site, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the GMX TEC Site.

“Privacy Policy” means the privacy policy located at https://www.gmxtec.com/legal/privacy-policy  (and any successor or related locations designated by us), as it may be updated by us from time to time.

“Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.

“Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.

“Service Level Agreement” means all service level agreements that we offer with respect to the offered cloud products and services and posted on the GMX TEC Site, as they may be updated by us from time to time. The service level agreements we offer with respect to the Services are located at 

https://www.gmxtec.com/legal/service-level-agreements/ (and any successor or related locations designated by GMX TEC), as may be updated by GMX TEC from time to time.

“Service Offerings” means the Services (including associated APIs), the GMX TEC Content, the GMX TEC Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.

“Service Terms” means the rights and restrictions for particular Services located at  https://www.gmxtec.com/legal/gmx-services-terms (and any successor or related locations designated by us), as may be updated by us from time to time.

“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.

“Term” means the term of this Agreement described in Section "term".

“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other. 

“Third-Party Content” means Content made available to you by any third party on the GMX TEC Site or in conjunction with the Services.

“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your GMX TEC account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any end user stores in GMX Store Service. Your Content does not include Account Information.

 

2.1 You may only use the Services to store, retrieve, query, serve, and execute Your Content that is owned, licensed or lawfully obtained by you. As used in these Service Terms, (a) “Your Content” includes any “Company Content” and any “Customer Content” and (b) “GMX TEC Content” includes “GMX TEC Service Properties”. As part of the Services, you may be allowed to use certain software (including related documentation) provided by us or third party providers. This software is neither sold nor distributed to you and you may use it solely as part of the Services provided by GMX TEC. You may not transfer it outside the Services without specific authorization to do so.

2.2 You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as published by us on the GMX TEC Website. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) available on the GMX TEC Site.

2.3 You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g. ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to your Content or any end user materials that you control.

2.4 If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy (“Prohibited Content”), we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, pursuant to the European Commerce Directive or as required to comply with law or any judicial, regulatory or other governmental order or request from the authorities.

2.5 If we make multiple discounts or pricing options for a Service available to you at one time, you will only be eligible to receive one discount or pricing option, and will not be entitled to cumulative discounting and pricing options.

2.6 You will ensure that all information you provide to us via the GMX TEC Site (for instance, information provided in connection with your registration for the Services, requests for increased usage limits, etc.) is accurate, complete and not misleading.

2.7 From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

2.8 If your Agreement does not include a provision on GMX TEC Confidential Information, and you and GMX TEC do not have an effective non-disclosure agreement in place, then you agree that you will not disclose GMX TEC Confidential Information (as defined in the GMX TEC Customer Agreement), except as required by law.

3.1 You must own or have all necessary rights to use any domain name or SSL certificate that you use in conjunction with GMX CloudFront. You are solely responsible for the renewal, security and proper configuration of any SSL certificates that you provide for use with GMX CloudFront end, including any disclosure of your SSL certificates to third parties.

3.2 GMX CloudFront requires you to store the original version of Your content in an origin server (such as GMX Store). If you use other Services to store the original version of Your Content, you are responsible for the separate fees you accrue for the other Services and for GMX TEC Cloud Frontend.

3.3 While you will only be charged fees specified for the selected CloudFront region, your content you select for delivery from edge locations in a region may from time to time be served from edge locations located outside the regions.

4.1 In connection with your use of GMX TEC Elastic Compute Cloud (including all instances and instance types, hosts and other resources, dedicated, reserved or on-demand, collectively “GMX Compute”) and the Services, you are responsible for maintaining licenses and adhering to the license terms of any software you run.

4.2 Using Microsoft Software. In conjunction with the Services, you may be allowed to use certain software (including related documentation) developed and owned by Microsoft Corporation or its licensors (collectively, the “Microsoft Software”).

4.2.1 If you choose to use the Microsoft Software, Microsoft and its licensors require that you agree to these additional terms and conditions:

• The Microsoft Software is neither sold nor distributed to you and you may use it solely in conjunction with the Services.
• You may not transfer or use the Microsoft Software outside the Services.
• You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft Software.
• You may not reverse engineer, decompile or disassemble the Microsoft Software, except to the extent expressly permitted by applicable law.
• Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services.
• Microsoft is not responsible for providing any support in connection with the Services. Do not contact Microsoft for support.
• You are not granted any right to use the Microsoft Software in any application controlling aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, weaponry systems, or any similar scenario (collectively, “High Risk Use”). Microsoft and its suppliers disclaim any express or implied warranty of fitness for High Risk Use. High Risk Use does not include utilization of the Microsoft Software for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.
• Microsoft is an intended third-party beneficiary of this Section 4.2.1, with the right to enforce its provisions.
  

4.2.2 For any instance running Microsoft Software (each, a “Microsoft Instance”), you may not use nesting, container or similar technologies to sell or resell multiple instances, portion(s) of an instance, or containers running within the Microsoft Instance, unless (a) you are the ultimate end user of the Microsoft Instance, (b) you have supplemented the Microsoft Instance with your own applications, or (c) you have added primary and significant functionality to the Microsoft Instance.

4.3 Using Third Party Software. In conjunction with the Services, you may be allowed to use certain software (including related support, maintenance, and documentation) developed, owned or provided by third parties or their licensors. Use of third party software is subject to these additional terms and conditions:

• By using NVIDIA Corporation’s GRID Software, you agree to be bound by the terms and conditions of the NVIDIA GRID Cloud End User License Agreement located at https://www.nvidia.com/grid.
• By using Red Hat, Inc.’s software, you agree to be bound by the terms and conditions of the Red Hat Cloud Software Subscription Agreement located at www.redhat.com/licenses/cloud_cssa/ . Red Hat also disclaims any (i) warranties with respect to Red Hat, Inc. software; and (ii) liability for any damages, whether direct, indirect, incidental, special, punitive or consequential, and any loss of profits, revenue, data or data use, arising from use of Red Hat, Inc. software.
• By using SUSE LLC’s software, you agree to be bound by the terms and conditions of the SUSE End User License Agreement located at https://www.suse.com/licensing/eula  and the SUSE Terms and Conditions located at https://www.suse.com/products/terms_and_conditions.pdf .

4.4 GMX Compute Reserved Instance Pricing. You may designate GMX TEC GMX Compute instances as subject to the reserved pricing and payment terms (“GMX Compute Reserved Instance Pricing”) set forth on the GMX Compute detail page on the GMX TEC Site (each designated instance, a “GMX Compute Reserved Instance”). Scheduled GMX Compute Reserved Instances (“Scheduled Instances”) will terminate upon completion of the scheduled reservation period. You may designate instances as GMX Compute Reserved Instances by calling to the Purchasing API or selecting the GMX Compute Reserved Instance option in the GMX TEC console. The GMX Compute Reserved Instances may only be used in the applicable GMX TEC region. We may change GMX Compute Reserved Instance Pricing at any time but price changes will not apply to previously designated GMX Compute Reserved Instances, except as described in this Section 4.5. If Microsoft increases the license fees it charges for Windows, or if Red Hat increases the license fees it charges for Red Hat Enterprise Linux (“RHEL”), we may make a corresponding increase to the per-hour usage rate (or institute a corresponding per-hour usage rate) for GMX Compute Reserved Instances with MS Windows or RHEL.

Any increase in (or institution of) the per-hour usage rate for GMX Compute Reserved Instances with Windows will be made between December 1 and January 31, and we will provide 30 days’ notice.

For any increase in (or institution of) the per-hour usage rate for GMX Compute Reserved Instances with RHEL we will provide 30 days’ notice. If this happens, you may: (a) continue to use your GMX Compute Reserved Instances with Windows or RHEL with the new per-hour usage price; (b) convert your GMX Compute Reserved Instances with Windows or RHEL to comparable GMX Compute Reserved Instances with Linux; or (c) terminate your GMX Compute Reserved Instances with Windows or RHEL and receive a pro rata refund of the up-front fee you paid for the terminated GMX Compute Reserved Instances with Windows or RHEL. We may terminate the GMX Compute Reserved Instance Pricing program at any time. GMX Compute Reserved Instances are non transferable. GMX Compute Reserved Instances are non cancellable and you will owe the GMX Compute Reserved Instance Pricing for the duration of the term you selected, even if the Agreement is terminated. All amounts paid in connection with the GMX Compute Reserved Instances are nonrefundable, except that if we terminate the Agreement other than for cause, terminate an individual GMX Compute Reserved Instance type, or terminate the GMX Compute Reserved Instance Pricing program, we will refund you a pro rata portion of any up-front fee paid in connection with any previously designated GMX Compute Reserved Instances. You may not purchase GMX Compute Reserved Instances for the purpose of reselling them, and we reserve the right to refuse or cancel your purchase if we suspect you are doing so. Upon expiration or termination of the term of GMX Compute Reserved Instances, the GMX Compute Reserved Instance pricing will expire and standard on-demand usage prices will apply to the instances. In addition to being subject to GMX Compute Reserved Instance Pricing, GMX Compute Reserved Instances are subject to all data transfer and other fees applicable under the Agreement.

4.5 GMX Compute Reserved Instance  

4.5.1 Eligibility. The rights to an active GMX Compute Reserved Instance can be offered for sale through the GMX reselling program  as long as (1) the remaining term on the Reserved Instance is greater than one month, and (2) your payment of the upfront charge for it has been received and processed (for credit card purchases, 30 days after you have paid the upfront fee, and for invoice purchases, after you have paid the applicable invoice) (a “Reselling  GMX Compute Reserved Instance”). The characteristics of the reselling GMX Compute Reserved Instance (e.g., Instance Type, Platform, Region, Availability Zone, Tenancy, Hypervisor type, Reserved Instance Type, Duration, and Hourly Price) will remain as originally designated. The term for the reselling GMX Compute Reserved Instance will be the remainder of the original GMX Compute Reserved Instance term rounded down to the nearest month (for example, an GMX Compute Reserved Instance with 9 months and 16 days until expiration will be listed and sold as a 9 month Marketable GMX Compute Reserved Instance). You can be a “Seller” if you are a current GMX TEC customer in good standing, you have a Marketable GMX Compute Reserved Instance associated with your GMX TEC account, and you complete the registration process through your GMX TEC account.  You may not resell an GMX Compute Reserved Instance that you purchased through a discount program (Reserved Instance Volume Discounts or otherwise) without obtaining our prior approval.

4.5.2 Submitting GMX Compute Reserved Instance for Sale. As a Seller, you will set the one-time price for your GMX Compute Reserved Instance. The hourly price will be the then-current hourly price for that type of GMX Compute Reserved Instance, and you will not receive any funds collected from payments associated with the hourly prices. You will pay the then-current fee to us specified on the GMX TEC Site when your Marketable GMX Compute Reserved Instance is sold. Your GMX Compute Reserved Instance will be available for sale after you list it in the GMX Resell Market, but it will remain yours and you will be able to use it until it is sold. You may remove a listing of Marketable GMX Compute Reserved Instance from the RI Marketplace at any time before it has been purchased by a Buyer. We may remove Marketable GMX Compute Reserved Instance from the RI Marketplace at any time for any reason. Once sold and transferred to a Buyer, a Seller will have no rights to that Marketable GMX Compute Reserved Instance.

4.5.3 Our Role. As a Seller, you will be the seller of record of your rights to a Marketable GMX Compute Reserved Instance. Except as expressly set forth in these Service Terms, we are not involved in any underlying transaction between you and any Buyer. We or our affiliates may also participate in the market as a Seller or a Buyer.

4.5.4 Processing of Transactions; Collection of Transaction Proceeds. On Seller’s behalf, we will process all payments for Transactions and collect the applicable Transaction Proceeds. “Transaction” means any sale of Marketable GMX Compute Reserved Instance through the GMX Resell Market. “Transaction Proceeds” means the gross sales proceeds received by us from any Transaction. You will ensure that all fees and charges payable by Buyers for Marketable GMX Compute Reserved Instance are billed and collected through us and you will not offer or establish any alternative means of payment. We may impose transaction limits on some or all Buyers and Sellers relating to the value of any Transaction or disbursement, the cumulative value of all Transactions or disbursements during a period of time, or the number of Transactions that we will process over a period of time. We may withhold for investigation, or refuse to process, any of your Transactions that we suspect is fraudulent, unlawful or otherwise violates the terms of these Service Terms, the Agreement, or our Acceptable Use Policy. For each Transaction, we will not remit Transaction Proceeds to a Seller, and the Marketable GMX Compute Reserved Instance will be available to the Buyer, until after we have successfully processed payments for that Transaction from the Buyer.

4.5.5 Remittance of Transaction Proceeds to Sellers. At the end of each business day, we will pay to you all due and payable Transaction Proceeds that we have collected as of the date that is 2 business days prior to the date of payment. We will deduct from each payment any applicable fees and charges due to us related to Marketable GMX Compute Reserved Instances. The applicable fees and charges are posted on the GMX TEC Site and may be changed from time to time. We may withhold, deduct, or set off any amounts payable by you to us or our affiliates against any Transaction Proceeds. Payments will be made only to a bank account located in the United Kingdom  that you register with us. If there is an error in the processing of any Transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable GMX TEC and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to deduct the debit and applicable fees from future Transaction Proceeds.

4.5.6 Taxes. Sellers are responsible for the calculation, validation and payment of any and all sales, use, excise, import, export, value added, withholding and other taxes and duties assessed, incurred or required to be collected (“Taxes”) or paid for any reason in connection with any Transaction and with Marketable GMX Compute Reserved Instance. We are not obliged to determine whether any Taxes apply to any Transaction, and we are not responsible for remitting Taxes to any taxing authority with respect to any Transaction, or for reporting any information (including the payment of Taxes) with respect to any Transaction. Each Seller will indemnify us and our affiliates against any claim or demand for payment of any Taxes imposed in connection with any Transaction, and for any fines, penalties, or similar charges imposed as a result of the Seller’s failure to collect, remit or report any Taxes in connection with any Transaction.

4.5.7 Data Collection and Sharing. For each Seller, we will collect the necessary data and tax forms to enable compliance with applicable tax. For example, for U.K.-based Sellers, we will collect and retain Seller name and address, and may collect the VAT number, company registration and other data as needed to comply with For each Buyer, we will collect and retain the Buyer’s name and address. Buyers and Sellers will not know the name of the other party to the Transaction until the Transaction is completed. Upon completion of the Transaction, we will share the applicable Buyer’s city, state, and zip with the Seller so that the Seller can calculate the appropriate tax (if any) to remit to the appropriate government entity. We will share the Seller’s legal name on the Buyer’s invoice. Buyers and Sellers may not use information about the Transaction or about the other party gained in connection with a Transaction (“Transaction Information”) for any purpose that is not related to the Transaction. For example, you may not, directly or indirectly: (1) disclose any Transaction Information to any third party, except as necessary for you to perform your tax obligations or other obligations under these Service Terms and only if you ensure that every recipient uses the information only for that purpose and complies with these restrictions; (2) use any Transaction Information for any marketing or promotional purposes whatsoever; (3) use any Transaction Information in any way inconsistent with applicable law; (4) contact a party to influence them to make an alternative sale or purchase; (5) disparage us, our affiliates or any of their or our respective products; or (6) target communications of any kind on the basis of the intended recipient being an RI Marketplace Buyer or Seller.

4.6 You may only use the GMX Management tools on computer equipment owned or controlled by you for your internal business purposes, solely to access Your Content used in connection with the Services. Your use of the GMX Management tools is governed by the license agreement, located on the GMX TEC Website. 

4.7 Dedicated Instances. You may request that certain GMX TEC GMX Compute instances run on physically isolated host hardware dedicated to a single customer account (each requested instance, a “Dedicated Instance”), using the process set forth on the GMX TEC GMX Compute Dedicated Instance detail page on the GMX TEC Site.

4.8 Dedicated Hosts.

4.8.1 You may request that GMX TEC provide the GMX TEC GMX Compute service to you on host hardware physically dedicated to a single customer account (each, a “Dedicated Host”), using the process set forth on the GMX TEC Site.

4.8.2 You may designate GMX TEC GMX Compute Dedicated Hosts as subject to the reservation pricing and payment terms (“GMX Compute Dedicated Host Reservation Pricing”) set forth on the GMX TEC GMX Compute detail page on the GMX TEC Site (each such host associated with a reservation, an “GMX Compute Dedicated Host Reservation”). You may associate GMX Compute Dedicated Host Reservations to Dedicated Hosts by calling APIs or using the GMX Compute Dedicated Host Reservation console. The GMX Compute Dedicated Host and associated GMX Compute Dedicated Host Reservation may only be used in the designated availability zone. We may change GMX Compute Dedicated Host Reservation Pricing at any time but price changes will not apply to previously designated GMX Compute Dedicated Host Reservations, except as described in this Section 4.9.2. We may terminate the GMX Compute Dedicated Host Reservation Pricing program at any time. GMX Compute Dedicated Host Reservations are nontransferable. GMX Compute Dedicated Host Reservations are noncancellable and you will owe the GMX Compute Dedicated Host Reservation Pricing for the duration of the term you selected, even if the Agreement is terminated. Dedicated Hosts associated to an active GMX Compute Dedicated Host Reservation cannot be unallocated from your account, and you will continue to pay for the Dedicated Host while still associated with the GMX Compute Dedicated Host Reservation. All amounts paid in connection with the GMX Compute Dedicated Host Reservations are nonrefundable, except that if we terminate the Agreement other than for cause, terminate an individual GMX Compute Dedicated Host type, or terminate the GMX Compute Dedicated Host Reservation Pricing program, we will refund you a pro rata portion of any up-front fee paid in connection with any previously designated GMX Compute Dedicated Host Reservation. Upon expiration or termination of the term of an GMX Compute Dedicated Host Reservation, the GMX Compute Dedicated Host Reservation Pricing will expire and standard on-demand Dedicated Host prices will apply to the Dedicated Host. In addition to being subject to GMX Compute Dedicated Host Reservation Pricing, GMX Compute Dedicated Host Reservations are subject to all data transfer and other fees applicable under the Agreement.

4.9 Microsoft BYOL Licensing. Under this option, GMX TEC GMX Compute enables you to provision GMX TEC GMX Compute instances using your Microsoft Software and Microsoft Licenses (the “BYOL Program”). Unless otherwise specified in your agreement(s) with Microsoft, you can use this benefit only if you comply with the requirements here , and you (a) use Dedicated Instances or Dedicated Hosts; (b) launch from Virtual Machines (VMs) sourced from software binaries provided by you; and (c) run the instances within your designated GMX TEC regions.

You must be eligible to use the BYOL Program for the applicable Microsoft software under your agreement(s) with Microsoft. You are solely responsible for obtaining all required licenses and for complying with all applicable Microsoft licensing requirements, including the Product Use Rights/Product Terms. Further, you must have accepted Microsoft's End User License Agreement (Microsoft EULA), and by using the Microsoft Software under the BYOL Program, you agree to the Microsoft EULA.

You agree that you have determined that your use of the BYOL Program will comply with the applicable Microsoft licensing requirements. Usage of the Services in violation of your agreement(s) with Microsoft is not authorized or permitted.

22.1 You will need an GMX TEC account to start using the Service Offering. Once you have enabled GMX TEC Collab under your account, End Users can be invited to join, sign up, and start using the Service Offering under your account without each one having a separate GMX TEC account.

22.2 You are responsible for paying the fees for use by you and your End Users of the Service Offering associated with your GMX TEC account.

22.3 Within the Service Offering, your End User accounts are managed by End Users with administrative privileges (“Collab Administrators”). These Collab Administrators can access information about the accounts of other End Users, such as when they last logged in, what documents they viewed, etc. These Collab Administrators can also deactivate other End Users’ accounts and control access to certain functionality, such as restricting the ability to share files with external domains or changing their storage limits.

22.4 We may limit the number of versions that you can store for each file. We will announce any change in limits to the number of versions that you may store in advance of implementing those limits.

22.5 We may delete, without liability of any kind, any of your End Users’ data or Content uploaded to GMX Collab if the End User is marked “Inactive” in GMX Collab Administrator Dashboard and has not been billed for more than 60 days. We may also delete your GMX Collab site and Content when you have no End Users marked “Active” within GMX Collab Administrator Dashboard for more than 60 days.

22.6 If no End User accounts associated with your GMX TEC account have registered any usage of the Service Offering for several months, then we may delete the inactive End Users’ accounts after providing 30 days’ notice.

22.7 You and your End Users may not use the Service Offering to host any files that violate the GMX TEC Acceptable Use Policy. If we determine, in our sole discretion, that your use of the Service Offering may be in violation of the GMX TEC Acceptable Use Policy or the Agreement, then we may delete those files.

23.1 The charges for the Service apply on a monthly basis. If an End User account is created after the first of a month, then the monthly fee for that mailbox will be adjusted on a pro rata basis from the first day it was active to the end of that month. If an End User account is terminated or deleted before the end of a month, then the monthly fee for that End User account will still apply. You are responsible for paying the fees for all End User accounts associated with your GMX TEC account.

23.2 GMX Business Mail allows you to register a test mail domain (e.g. .GMX TECapps.com). You can use the test mail domain as long as you are using GMX Business Mail. If you stop using GMX Business Mail, the test mail domain may become available to be registered and used by other Customers. You cannot use the test mail domain for other purposes outside of GMX Business Mail.

23.3 If your use of GMX Business Mail is terminated, we may delete your data and your End Users’ mailboxes.

23.4 When you use GMX  Business Mail, you also use GMX Key Management Service, GMX  IAM, and GMX Mail Services, and your use of GMX Business Mail is subject to the terms that govern those services. You are responsible for the separate fees you may accrue for using GMX Key Management Service.

23.5 GMX Business Mail provides a filtering service designed to filter unwanted emails, such as spam, phishing emails, and email infected with viruses. You acknowledge that the technological limitations of the filtering service will likely result in the capture of some legitimate email, and the failure to capture some unwanted email, including email infected with viruses.

23.6 Your mail domain and End Users’ accounts may be blocked, delayed or prevented from being delivered by destination email servers and other reasons outside of our control. Your payment obligations continue regardless of whether delivery of your emails is prevented, delayed, or blocked.

23.7 You agree not to use GMX Business for sending:

• Bulk emails, such as mass marketing emails
• Unsolicited and unwanted emails
• Phishing emails

23.8 Your use and your End Users’ use of GMX Business Mail must comply with the GMX TEC Acceptable Use Policy, data protection act, any other applicable law, and the Agreement. You are solely responsible for understanding and complying with the legal and regulatory requirements applicable to your business. You are solely responsible for ensuring any emails you or your End Users send using GMX Business Mail comply with the above policies.

23.9 GMX Business Mail may log and use information such as server hostnames, IP addresses, timestamps, mail queue file identifiers, and spam filtering information for the purpose of troubleshooting or improving GMX Business Mail.

24.1 You may only use GMX TEC Machine Learning (“GMX TEC ML”) to process Your Content. You are solely responsible for the proper configuration of all security settings associated with GMX TEC ML.

24.2 We retain all rights to all improvements we make to any GMX TEC websites or technologies, including any and all improvements resulting from or related to GMX  ML processing Your Content.

24.3 We may delete, without liability of any kind, any GMX TEC ML object that remains inactive for more than the number of days specified in the user documentation.

24.4 You are responsible for all fees incurred from your use of GMX TEC ML regardless of the quality of the results obtained. Your use of GMX TEC ML requires the use of other Services. You are responsible for all fees incurred for Services used in connection with GMX TEC ML.

25.1 In conjunction with your use of GMX TEC Directory Service, you and your End Users may be allowed to use Microsoft Software. If you choose to use the Microsoft Software, Microsoft and its licensors require that you agree to the additional terms and conditions specified in Section 4.2 above.

25.2 If your GMX TEC account is suspended for sixty (60) days or more, we may delete, without liability of any kind, Your Content and directories that are stored in GMX TEC Directory Service upon thirty (30) days prior notice to you.

25.3 We may terminate your GMX TEC Directory Service directory instance if you attempt to access, tamper with, or modify any software or configuration we pre-load on the directory instance, including the operating system software running on the directory instance.

26.1 You may use the GMX TEC API Gateway to publish, maintain, monitor, and secure Your Content at any scale to accept and process concurrent API calls, including traffic management, authorization and access control, monitoring, and API version management.

26.2 By using the GMX TEC API Gateway you acknowledge and agree that established throttling thresholds may vary, cache services may be limited by us in our sole discretion, and version capacity will not exceed 300 deployments per API at any given time. In addition and without limiting your obligations under the Agreement, you agree not to and not to attempt to: (i) access any resources not assigned to you by us; and/or (ii) perform any form of network discovery and/or load testing of Your Content inside the GMX TEC API Gateway.

26.3 You are solely responsible for the access, operation, performance, and security of all Your Content you use with GMX TEC API Gateway.

27.1 You may use GMX TEC Database Migration Service solely for the purpose of migrating data to or from GMX TEC Dynamic DB (destination only), GMX TEC RDS,  GMX Store, or relational databases deployed on GMX Compute (collectively, as supplemented by GMX TEC from time to time. Neither you nor any End User may use the GMX TEC RDS Migration Service to migrate data, directly or indirectly, from a source that is not a DMS Supported Service to a destination that is also not a DMS Supported Service.

27.2 GMX TEC Database Migration Service and the GMX TEC Schema Conversion Tool collect non-personally identifiable metrics regarding your use of the Service Offerings, including the types of database engines used, number of rows processed, duration of the migration or conversion tasks, and migration or conversion task failure status. These metrics may be used by GMX TEC to provide, maintain, and improve the quality and feature set of the Service Offerings.

27.3 The GMX TEC Schema Conversion Tool is GMX TEC Content, and you may install and use it solely for the purpose of migrating your database schemas to GMX TEC RDS,  or relational databases deployed on GMX Compute (collectively, as supplemented by GMX TEC from time to time, the “SCT Supported Services”). Neither you nor any End User may distribute the GMX TEC Schema Conversion Tool or use it to migrate database schemas to a destination that is not an SCT Supported Service. If you would like to use the GMX TEC Schema Conversion Tool to migrate database schemas to a destination that is not an SCT Supported Service, contact us for special pricing

28.1 By using GMX TEC Certificate Manager (“ACM”) you authorize us, GMX TEC Ltd, or our affiliates (collectively, “GMX TEC CA”) to apply for and obtain SSL/TLS certificates (each, a “Certificate”) from certification authorities, some of whom may be third parties, for the domain name you provide to us. By submitting a request for a Certificate, you certify that (1) you are the Domain Name Registrant  (2) you have control over the Fully-Qualified Domain Name ; or that (3) you have been granted authority by the Domain Name Registrant to authorize GMX TEC CA to apply for and obtain each Certificate. You acknowledge that, solely for purposes of obtaining the Certificate and for no other purposes, you are giving GMX TEC CA control over the Fully-Qualified Domain Name, and you approve of it requesting the Certificate for the domain name. We may decline to provide you with a Certificate for any reason.

28.2 You agree that:

1. All information you provide in connection with your use of ACM is and will be accurate and complete information at all times (and you will promptly notify us if your information changes);
2. You will review and verify the Certificate contents for accuracy;
3. You may use a Certificate provided to you by us solely on servers that are accessible at the subjectAltName(s) listed in the Certificate and will use the Certificate solely in compliance with all applicable GMX Services;
4. You will promptly cease using a Certificate, and promptly notify us, in the event that any information in the Certificate is, or becomes, incorrect or inaccurate;
5. You will promptly cease using a Certificate, and promptly notify us, if the private key associated with the Certificate is, or becomes, subject to a Key Compromise (as defined in the CA/B Forum Requirements) or the Certificate is otherwise subject to misuse;
6. You will promptly respond to GMX TEC CA’s instructions concerning Key Compromise or Certificate misuse;
7. You will not modify, sublicense, or create a derivative work of any Certificate (except as required to use the Certificate for its intended purpose) or private key;
8. You will not, in connection with use of the Certificate, upload or distribute any files or software that may damage the operation of another’s computer;
9. You will not make representations about or use a Certificate ;
10. You will not, in connection with use of the Certificate, impersonate or misrepresent your affiliation with any entity;
11. You will not permit an entity other than GMX TEC CA to control the Private Key matching the Public Key in the Certificate;
12. You will not use a Certificate to breach the confidence of a third party or to send or receive unsolicited bulk correspondence; and
13. Notwithstanding anything to the contrary in the Agreement, you acknowledge that GMX TEC CA (or our applicable third-party contractor) may revoke a Certificate at any time, and you agree that you will cease using the Certificate immediately upon our notice of such revocation.

29.1 The GMX TEC Application Discovery Service requires installation and use of GMX TEC Connector, and you agree to adhere to the GMX TEC Connector terms in connection with your use of GMX TEC Connector and the GMX TEC Application Discovery Service, its agent, and its components.

29.2 You agree that you have the right to collect and provide, and you consent to the collection and provision of, the data collected by the GMX TEC Application Discovery Service, its agent, and its components (“Discovery Information”), and the transmission to and processing and use by GMX TEC of the Discovery Information in connection with the Service Offerings (as defined in the Agreement). Discovery Information includes information about your software packages; system, equipment, and application configuration, processes and performance; network configurations, communications and dependencies; relationships between the foregoing; and information about the installation and operation of the GMX TEC Application Discovery Service, its agent, and its components.

29.3 You are responsible for determining compliance and complying with the terms of any third party software you use, including any software that interfaces with the GMX TEC Application Discovery Service, its agent, and its components, in connection with your use of the GMX TEC Application Discovery Service.

30.1 “GMX TEC Professional Services” are advisory services and implementation assistance designed to help you use the other Services. If GMX TEC provides GMX TEC Professional Services to you, then this Section 60 will apply. References to “Services” in the Agreement include GMX TEC Professional Services.

30.2 To receive GMX TEC Professional Services, you must accept a statement of work (SOW)  for each specific project, which will describe the project and may include additional terms and conditions applicable to the project (each, a “SOW”). These will most probably be included in the quotation stage and if accepted by the customer become part of the agreement. GMX TEC or any of its affiliates may enter into SOWs with you. For the purposes of an SOW, references to “GMX TEC” in the SOW and the Agreement will be interpreted as references to the GMX TEC entity that signs the SOW. No GMX TEC entity other than the GMX TEC entity that signs the SOW has any obligations under such SOW. Any SOW (together with the Agreement as amended by such SOW) is intended by the parties as a final, complete and exclusive expression of the terms of their agreement and supersedes all prior agreements and understandings (whether oral or written) between the parties with respect to such subject matter. If there is a conflict between a SOW and this Section, and the SOW explicitly states that it intends to modify the conflicting terms, then the SOW will control.

30.3 Each SOW will show the charges for the GMX TEC Professional Services that GMX TEC will provide. Charges are exclusive of applicable taxes, duties and levies (e.g., VAT). Charges for GMX TEC Professional Services are in addition to any applicable fees for your use of the other Services. GMX TEC will invoice you monthly for the GMX TEC Professional Services and you must pay all invoiced amounts in accordance with the terms of the Agreement. Payments for GMX TEC Professional Services are not refundable.

30.4 You acknowledge that GMX TEC does not provide legal or compliance advice. You are responsible for making your own assessment of your legal and regulatory requirements and whether your proposed use of the Services meets those requirements.

30.5 As stated in the Agreement, you are solely responsible for your use of Third Party Content, and this includes any Third Party Content recommended by GMX TEC. Other than Third Party Content, Content that GMX TEC provides as part of the GMX TEC Professional Services is “GMX TEC Content.” You are solely responsible for testing, deploying, maintaining and supporting Content provided or recommended by GMX TEC.

30.6 Any materials or information that you own or license from a third party that is provided to GMX TEC for the purposes of the GMX TEC Professional Services are “Your Content.” If you choose to provide access to Your Content to GMX TEC, then you will ensure that you have adequate rights and permissions to do so.

30.7 To the extent that there is a conflict between this Section  and any GMX TEC Implementation Services Addendum between you and GMX TEC, the terms of the GMX TEC Implementation Services Addendum will control, and references to “Implementation Services” in that addendum include “GMX TEC Professional Services.”

31.1 GMX TEC Server Migration Service requires installation and use of GMX TEC Connector, and you agree to the GMX TEC Connector terms in connection with your use of GMX TEC Connector and the GMX TEC Server Migration Service and its associated software and components.

31.2 You acknowledge that the virtual machine image(s) imported in connection with the GMX TEC Server Migration Service will be converted to an GMX TEC Machine Image and the service will then delete the original version of the imported virtual machine image(s).

31.3 You consent to the collection and provision of the data collected by the GMX TEC Server Migration Service and its associated software and components, including information about your virtual machine image(s); software packages; system, equipment, and application configuration, processes and performance; network configurations, communications and dependencies; relationships between the foregoing; and information about the installation and operation of the GMX TEC Server Migration Service and its associated software and components (“Migration Information”). Migration Information may be used to operate, maintain, and improve the quality and feature set of the Service Offerings.

31.4 You must comply with the terms of any third party services and Third Party Content that you use in connection the GMX TEC Server Migration Service and its associated software and components.

31.5 You acknowledge that the GMX TEC Server Migration Service is designed to migrate virtual machine images and you shall not use the GMX TEC Server Migration Service for ongoing offsite backup or replication. We may terminate the migration of any image that remains in a migration queue for ninety (90) days or more at our discretion.

32.1 GMX TEC Organizations enables you to (i) create an “Organization” by joining a single GMX TEC account (the “Master Account”) with one or more GMX TEC accounts (each, a “Member Account”), and (ii) enable only consolidated billing or enable all features. Except as authorized by GMX TEC, only GMX TEC accounts used by you, your affiliates, your employees, or your subcontractors currently doing work on your behalf may be joined in an Organization. By joining an Organization as a Member Account, you agree to disclose your billing, account activity, and account information of the Member Account to the Master Account.

32.2 Consolidated Billing. By only enabling consolidated billing, the Master Account will pay all applicable charges for its Organization’s Member Accounts in accordance with the Master Account’s Agreement. If a Master Account is suspended for non-payment, then all Member Accounts in the Organization will be suspended. Master Accounts and Member Accounts are jointly and severally liable for all fees accrued by Member Accounts while the GMX TEC accounts are joined in an Organization.

32.3 All Features. By enabling all features, (i) the consolidated billing terms as described in Section 63.2 will apply to your Organization; (ii) the Master Account will have full access to and control over its Member Accounts; and (iii) the Master Account is jointly and severally liable for any actions taken by its Member Accounts.

32.4 Created accounts. When a Master Account uses GMX TEC Organizations or the CreateLinkedAccount API to create an account (“Created Account”), the Master Account and each Created Account agree as follows: (i) each Created Account will be a member of the Master Account’s Organization with the GMX TEC Organizations features that the Master Account enables from time to time; (ii) except as authorized by GMX TEC, each Created Account is governed by the terms of the Master Account’s Agreement; and (iii) the Master Account is jointly and severally liable for any actions taken by its Created Accounts. Upon account creation, an IAM role is created in the Created Account that grants the Master Account full administrative access to the Created Account.