Common use of STANDARDS OF QUALITY AND CARE Clause in Contracts

STANDARDS OF QUALITY AND CARE. CA understands that the technology you use to run your business is important, and we stand behind the quality of the CA Offerings. The following warranties apply to the specific type of CA Offering starting from the effective date of the applicable Transaction Document: ‐ On‐Premise Software. CA warrants to you that the Software will operate in material compliance with the Documentation for ninety (90) days. In the event that the Software comes with hardware or software from one of our trusted partners, CA will pass through to you any applicable accompanying license terms or warranties. ‐ SaaS. CA warrants to you that the SaaS will perform at the service level availability (“SLA”) stated in the SaaS product documentation (“SaaS Listing”). Outages due to scheduled downtime, maintenance, CA responding to security concerns or events outside of CA’s reasonable control, are not included in the calculation of the SLA. ‐ Services. CA employs high quality Services professionals, and when you purchase CA Services, CA warrants that we will only provide you with individuals who possess the necessary skills and training to perform those Services. You control and retain all right, title and interest in and to the information and/or data that you provide (“Your Data”). Where CA stores or processes Your Data (e.g. SaaS), CA will maintain and administer the physical and technical safeguards stated in the product information (e.g. the SaaS Listing) or security document made available by CA. You may have certain information that is subject to heightened security standards of care (e.g. health data, account numbers) and you agree that you will not provide CA such sensitive information unless CA is made aware and expressly agrees to follow such standards in the SaaS Listing. CA will only access Your Data: (i) to operate the data center(s) as required, and (ii) in response to product or technical issues. Except as required by law or for auditing and billing requirements Your Data will be destroyed or deleted by CA within sixty (60) days of any termination or expiration of a Transaction Document for such SaaS services. All outputs and reports of Your Data that are available will be accessible to you in a standard readable format (i.e. CSV) through the end of the applicable Term. If you provide any personal data to us required for any CA Offering you acknowledge that CA relies on you to ensure that you are authorized to provide this information lawfully and in compliance with relevant legislation. CA and its affiliates and subcontractors will only process personal data to perform its obligations. CA may transfer such data to countries needed to perform its obligations. CA and its affiliates have committed to comply with relevant data protection/privacy legislation and personal data will be transferred in accordance with CA’s statement and terms set out at xxxxx://xxx.xx.xxx/us/legal/privacy/data-transfers.html. In order to better understand and meet its customers’ needs, CA may collect use, analyze and retain Customer’s meta data, system topography information, and operations data and, in a confidential and anonymous manner, aggregate such data with similar usage data of other CA customers. CA owns all right, title and interest to the CA Offerings, Work Product, and feedback provided by you, CA intellectual property, and any modifications or derivatives thereof (“CA Intellectual Property”). You and CA agree that any Confidential Information that is exchanged will only be used for purposes relating to this Agreement, and that it will be protected in the same manner that you, or CA, would protect its own. In any event, the standard of care of such information will not be less than reasonable. You and CA agree that Confidential Information means Your Data, CA Intellectual Property, and any other information, in written or oral form, that a reasonable person would deem to be confidential. Except where prohibited by law, the following is not considered Confidential Information: (i) information which has been authorized in writing to use without restriction; (ii) information which is rightfully in a party’s possession or becomes known to a party through proper means; and (iii) information which is independently developed without use or reference to the Confidential Information of the other party.

Appears in 3 contracts

Samples: Master Agreement, Master Agreement, Master Agreement

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STANDARDS OF QUALITY AND CARE. CA understands We understand that the technology you use to run your business is important, and we CA Europe or Local CA (as applicable) stand behind the quality of the CA Offerings. The following warranties confirmations apply to the specific type of CA Offering starting from the effective date of the applicable Transaction Document: - On‐Premise Software. CA warrants Europe confirms to you that the Software will operate in material compliance with the Software Documentation for ninety (90) days. In the event that the Software comes with hardware or software from one of our trusted partners, Local CA or CA Europe, respectively, will pass through to you any applicable accompanying license terms or warrantiesconfirmations. - SaaS. CA warrants Europe confirms to you that the SaaS will perform at the service level availability (“SLA”) stated in the SaaS product documentation (“SaaS Listing”). Outages due to scheduled downtime, maintenance, CA Europe responding to security concerns or events outside of CACA Europe’s reasonable control, are not included in the calculation of the SLA. - Services. Local CA employs high quality Services professionals, and when you purchase CA Services, Local CA warrants confirms that we will only provide you with individuals who possess the necessary skills and training to perform those Services. You control and retain all right, title and interest in and to the information and/or data that you provide (“Your Data”). Where CA Europe or Local CA, as applicable, stores or processes Your Data (e.g. SaaS), CA Europe or Local CA, as applicable, will maintain and administer the physical and technical safeguards stated in the product information (e.g. the SaaS Listing) or security document made available by CA Europe or Local CA, as applicable. You may have certain information that is subject to heightened security standards of care (e.g. health data, account numbers) and you agree that you will not provide CA Europe such sensitive information unless CA Europe is made aware and expressly agrees to follow such standards in the SaaS Listing. CA Europe and/or Local CA, as applicable, will only access Your Data: (i) to operate the data center(s) as required, and (ii) in response to product or technical issues. Except as required by law or for auditing and billing requirements Your Data will be destroyed or deleted by CA Europe or Local CA, as applicable, within sixty (60) days of any termination or expiration of a the applicable Transaction Document for such SaaS servicesDocument. All outputs and reports of Your Data that are available will be accessible to you in a standard readable format (i.e. CSV) through the end of the applicable Term. If you provide any personal data to us required for any CA Offering you acknowledge that CA Europe or Local CA, as applicable, relies on you to ensure that you are authorized to provide this information lawfully and in compliance with relevant legislation. CA Europe or Local CA, as applicable, and its affiliates and subcontractors will only process personal data to perform its obligations. CA Europe or Local CA, as applicable, may transfer such data to countries needed to perform its obligations. CA and its affiliates have committed to comply Europe or Local CA, as applicable, will not transfer such personal data except lawfully, in compliance with relevant legislation. CA Europe or Local CA, as applicable, will not transfer such personal data, the processing of which is subject to the laws of a Member State of the European Economic Area (EEA) or Switzerland, except (a) between Member States of the EEA and/or Switzerland; or (b) on your written instructions or with your written consent; or (c) to any country or territory which is at the time subject to a current finding of adequacy by the European Commission under Article 25(6) of the EU Data Protection Directive or applicable law in the applicable EEA country (or equivalent provision in any subsequent replacement law or regulation) xxxx://xx.xxxxxx.xx/justice/data-protection/international-transfers/adequacy/index_en.htm; or (d) to any country or territory that is not subject to such a current finding of adequacy but (i) there is an alternative lawful method of transfer available and CA Europe or Local CA, as applicable, has that method in place or (ii) it has executed model contract clauses for such transfers (which can be made available to you on request) or (iii) you and CA Europe or Local CA, as applicable, execute a data protection/privacy legislation and personal data will be transferred processing agreement with attached model contract clauses in accordance with CA’s statement and terms the form set out at xxxxx://xxx.xx.xxx/us/legal/privacy/data-transfers.html. In order to better understand and meet its customers’ needs, CA Europe or Local CA may collect use, analyze and retain Customer’s meta data, system topography information, and operations data and, in a confidential and anonymous manner, aggregate such data with similar usage data of other CA Europe customers. CA Europe, or its licensors, owns all right, title and interest to the CA Offerings, Work Product, and feedback provided by you, CA intellectual property, and any modifications or derivatives thereof (“CA Intellectual Property”). You and You, CA Europe or Local CA (as applicable) agree that any Confidential Information that is exchanged will only be used for purposes relating to this Agreement, and that it will be protected in the same manner that you, CA Europe or Local CA, as applicable, would protect its own. In any event, the standard of care of such information will not be less than reasonable. You and You, CA Europe or Local CA, as applicable, agree that Confidential Information means Your Data, CA Intellectual Property, and any other information, in written or oral form, that a reasonable person would deem to be confidential. Except where prohibited by law, the following is not considered Confidential Information: (i) information which has been authorized in writing to use without restriction; (ii) information which is rightfully in a party’s possession or becomes known to a party through proper means; and (iii) information which is independently developed without use or reference to the Confidential Information of the other party.

Appears in 1 contract

Samples: Master Agreement

STANDARDS OF QUALITY AND CARE. CA understands We understand that the technology you use to run your business is important, and we CA Europe or Local CA (as applicable) stand behind the quality of the CA Offerings. The following warranties apply to the specific type of CA Offering starting from the effective date of the applicable Transaction Document: ‐ On‐Premise Software. CA Europe warrants to you that the Software will operate in material compliance with the Software Documentation for ninety (90) days. In the event that the Software comes with hardware or software from one of our trusted partners, Local CA or CA Europe, respectively, will pass through to you any applicable accompanying license terms or warranties. ‐ SaaS. CA Europe warrants to you that the SaaS will perform at the service level availability (“SLA”) stated in the SaaS product documentation (“SaaS Listing”). Outages due to scheduled downtime, maintenance, CA Europe responding to security concerns or events outside of CACA Europe’s reasonable control, are not included in the calculation of the SLA. ‐ Services. Local CA employs high quality Services professionals, and when you purchase CA Services, Local CA warrants that we will only provide you with individuals who possess the necessary skills and training to perform those Services. You control and retain all right, title and interest in and to the information and/or data that you provide (“Your Data”). Where CA Europe or Local CA, as applicable, stores or processes Your Data (e.g. SaaS), CA Europe or Local CA, as applicable, will maintain and administer the physical and technical safeguards stated in the product information (e.g. the SaaS Listing) or security document made available by CA Europe or Local CA, as applicable. You may have certain information that is subject to heightened security standards of care (e.g. health data, account numbers) and you agree that you will not provide CA Europe such sensitive information unless CA Europe is made aware and expressly agrees to follow such standards in the SaaS Listing. CA Europe and/or Local CA, as applicable, will only access Your Data: (i) to operate the data center(s) as required, and (ii) in response to product or technical issues. Except as required by law or for auditing and billing requirements Your Data will be destroyed or deleted by CA Europe or Local CA, as applicable, within sixty (60) days of any termination or expiration of a the applicable Transaction Document for such SaaS servicesDocument. All outputs and reports of Your Data that are available will be accessible to you in a standard readable format (i.e. CSV) through the end of the applicable Term. If you provide any personal data to us required for any CA Offering you acknowledge that CA Europe or Local CA, as applicable, relies on you to ensure that you are authorized to provide this information lawfully and in compliance with relevant legislation. CA Europe or Local CA, as applicable, and its affiliates and subcontractors will only process personal data to perform its obligations. CA may Europe or Local CA, as applicable, will not transfer such personal data to countries needed to perform its obligationsexcept lawfully, in compliance with relevant legislation. CA Europe or Local CA, as applicable, will not transfer such personal data, the processing of which is subject to the laws of a Member State of the European Economic Area (EEA) or Switzerland, except (a) between Member States of the EEA and/or Switzerland; or (b) on your written instructions or with your written consent; or (c) to any country or territory which is at the time subject to a current finding of adequacy by the European Commission under Article 25(6) of the EU Data Protection Directive or applicable law in the applicable EEA country (or equivalent provision in any subsequent replacement law or regulation) xxxx://xx.xxxxxx.xx/justice/data-protection/international- transfers/adequacy/index_en.htm; or (d) to any country or territory that is not subject to such a current finding of adequacy but (i) there is an alternative lawful method of transfer available and its affiliates have committed CA Europe or Local CA, as applicable, has that method in place or (ii) it has executed model contract clauses for such transfers (which can be made available to comply you on request) or (iii) you and CA Europe or Local CA, as applicable, execute a data processing agreement with relevant data protection/privacy legislation and personal data will be transferred attached model contract clauses in accordance with CA’s statement and terms the form set out at xxxxx://xxx.xx.xxx/us/legal/privacy/data-transfers.html. In order to better understand and meet its customers’ needs, CA Europe or Local CA may collect use, analyze and retain Customer’s meta data, system topography information, and operations data and, in a confidential and anonymous manner, aggregate such data with similar usage data of other CA Europe customers. CA Europe, or its licensors, owns all right, title and interest to the CA Offerings, Work Product, and feedback provided by you, CA intellectual property, and any modifications or derivatives thereof (“CA Intellectual Property”). You and You, CA Europe or Local CA (as applicable) agree that any Confidential Information that is exchanged will only be used for purposes relating to this Agreement, and that it will be protected in the same manner that you, CA Europe or Local CA, as applicable, would protect its own. In any event, the standard of care of such information will not be less than reasonable. You and You, CA Europe or Local CA, as applicable, agree that Confidential Information means Your Data, CA Intellectual Property, and any other information, in written or oral form, that a reasonable person would deem to be confidential. Except where prohibited by law, the following is not considered Confidential Information: (i) information which has been authorized in writing to use without restriction; (ii) information which is rightfully in a party’s possession or becomes known to a party through proper means; and (iii) information which is independently developed without use or reference to the Confidential Information of the other party.

Appears in 1 contract

Samples: Master Agreement

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STANDARDS OF QUALITY AND CARE. CA understands We understand that the technology you use to run your business is important, and we CA Europe or Local CA (as applicable) stand behind the quality of the CA Offerings. The following warranties apply to the specific type of CA Offering starting from the effective date of the applicable Transaction Document: - On‐Premise Software. CA Europe warrants to you that the Software will operate in material compliance with the Software Documentation for ninety (90) days. In the event that the Software comes with hardware or software from one of our trusted partners, Local CA or CA Europe, respectively, will pass through to you any applicable accompanying license terms or warranties. - SaaS. CA Europe warrants to you that the SaaS will perform at the service level availability (“SLA”) stated in the SaaS product documentation (“SaaS Listing”). Outages due to scheduled downtime, maintenance, CA Europe responding to security concerns or events outside of CACA Europe’s reasonable control, are not included in the calculation of the SLA. - Services. Local CA employs high quality Services professionals, and when you purchase CA Services, Local CA warrants that we will only provide you with individuals who possess the necessary skills and training to perform those Services. You control and retain all right, title and interest in and to the information and/or data that you provide (“Your Data”). Where CA Europe or Local CA, as applicable, stores or processes Your Data (e.g. SaaS), CA Europe or Local CA, as applicable, will maintain and administer the physical and technical safeguards stated in the product information (e.g. the SaaS Listing) or security document made available by CA Europe or Local CA, as applicable. You may have certain information that is subject to heightened security standards of care (e.g. health data, account numbers) and you agree that you will not provide CA Europe such sensitive information unless CA Europe is made aware and expressly agrees to follow such standards in the SaaS Listing. CA Europe and/or Local CA, as applicable, will only access Your Data: (i) to operate the data center(s) as required, and (ii) in response to product or technical issues. Except as required by law or for auditing and billing requirements Your Data will be destroyed or deleted by CA Europe or Local CA, as applicable, within sixty (60) days of any termination or expiration of a the applicable Transaction Document for such SaaS servicesDocument. All outputs and reports of Your Data that are available will be accessible to you in a standard readable format (i.e. CSV) through the end of the applicable Term. If you provide any personal data to us required for any CA Offering you acknowledge that CA Europe or Local CA, as applicable, relies on you to ensure that you are authorized to provide this information lawfully and in compliance with relevant legislation. CA Europe or Local CA, as applicable, and its affiliates and subcontractors will only process personal data to perform its obligations. CA may Europe or Local CA, as applicable, will not transfer such personal data to countries needed to perform its obligationsexcept lawfully, in compliance with relevant legislation. CA Europe or Local CA, as applicable, will not transfer such personal data, the processing of which is subject to the laws of a Member State of the European Economic Area (EEA) or Switzerland, except (a) between Member States of the EEA and/or Switzerland; or (b) on your written instructions or with your written consent; or (c) to any country or territory which is at the time subject to a current finding of adequacy by the European Commission under Article 25(6) of the EU Data Protection Directive or applicable law in the applicable EEA country (or equivalent provision in any subsequent replacement law or regulation) xxxx://xx.xxxxxx.xx/justice/data-protection/international- transfers/adequacy/index_en.htm; or (d) to any country or territory that is not subject to such a current finding of adequacy but (i) there is an alternative lawful method of transfer available and its affiliates have committed CA Europe or Local CA, as applicable, has that method in place or (ii) it has executed model contract clauses for such transfers (which can be made available to comply you on request) or (iii) you and CA Europe or Local CA, as applicable, execute a data processing agreement with relevant data protection/privacy legislation and personal data will be transferred attached model contract clauses in accordance with CA’s statement and terms the form set out at xxxxx://xxx.xx.xxx/us/legal/privacy/data-transfers.html. In order to better understand and meet its customers’ needs, CA Europe and Local CA may collect use, analyze and retain Customer’s meta data, system topography information, and operations data and, in a confidential and anonymous manner, aggregate such data with similar usage data of other CA Europe and Local CA customers. CA Europe, or its licensors, owns all right, title and interest to the CA Offerings, Work Product, and feedback provided by you, CA intellectual property, and any modifications or derivatives thereof (“CA Intellectual Property”). You and You, CA Europe or Local CA (as applicable) agree that any Confidential Information that is exchanged will only be used for purposes relating to this Agreement, and that it will be protected in the same manner that you, CA Europe or Local CA, as applicable, would protect its own. In any event, the standard of care of such information will not be less than reasonable. You and You, CA Europe or Local CA, as applicable, agree that Confidential Information means Your Data, CA Intellectual Property, and any other information, in written or oral form, that a reasonable person would deem to be confidential. Except where prohibited by law, the following is not considered Confidential Information: (i) information which has been authorized in writing to use without restriction; (ii) information which is rightfully in a party’s possession or becomes known to a party through proper means; and (iii) information which is independently developed without use or reference to the Confidential Information of the other party.

Appears in 1 contract

Samples: Master Agreement

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