Kong Cloud Services Addendum
This Kong Cloud Services Addendum (“Addendum”) is an addendum to the master agreement for the purchase of subscriptions to Kong Software signed by Customer, or an Affiliate of Customer (“Agreement”) and is entered into as of the date last signed below (“Addendum Effective Date”) by and between Kong Inc. (“Kong”) and the entity named in the second signature block below (“Customer”). This Addendum applies to the use of the Cloud Services (as defined below).
Except as otherwise modified in this Addendum, all other terms and conditions of the Agreement will remain in full force and effect. All capitalized terms not defined in this Addendum will have the meaning given to them in the Agreement. On and after the Addendum Effective Date, any reference to the Agreement means the Agreement as modified by this Addendum. In the event of a conflict between the terms of this Addendum and the terms of the Agreement less this Addendum, the terms of this Addendum will prevail for the purposes of the Cloud Services. In the event of a conflict between the terms of the Agreement and any Product-Specific Terms, the Product-Specific Terms will govern.
1. Definitions:
“Account Information” means information about Customer provided by or for Customer or its Authorized Users to Kong in connection with the creation, administration or support of Customer’s account with Kong. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with Customer’s account with Kong.
“Cloud Services” means the Kong-hosted software-as-a-service products and services that Kong makes generally available and that are purchased by Customer for use under an Order Form or used by Customer under a free trial or free subscription tier.
“Customer Content” means data and information submitted by or for Customer to the Cloud Services. Customer Content does not include Account Information or Usage Data.
“Customer Network Environment” means the Customer-controlled network on which Customer deploys and operates the Software, if applicable. This network may include the Customer’s own servers, servers of third-party cloud provider services (such as Amazon Web Services, Microsoft Azure or Google Cloud) or some combination of on-premises and cloud provider deployment.
“Products” means the Cloud Services or Software, or both, that are purchased by Customer for use under an Order Form or used by Customer under a free trial or free subscription tier (but for the avoidance of doubt excluding any Professional Services deliverables or Support Services), together with any Updates.
“Product-Specific Terms” means terms and conditions that are indicated as applying to a specific Product as set forth at https://konghq.com/legal/product-specific-terms (or such updated URL provided by Kong from time to time).
“Service Level Agreement” or “SLA” means the Cloud Services uptime availability commitment Kong makes available for the applicable Cloud Services found at https://konghq.com/legal/service-level-agreement (or such updated URL provided by Kong from time to time).
“Software” means Kong’s software that Kong makes generally available for use with the Cloud Services.
“Third Party Open Source” means any publicly available third-party open source software which may be delivered to Customer together with or as part of the Software. The Third Party Open Source applicable to the Software may be included in a software bill of materials (SBOM) provided with the Software, referenced in a readme or similar file included with the Software, or referenced in a URL or other resource referenced in the Product-Specific Terms.
“Usage Data” means usage data, telemetry and any other data (other than Customer Content and Customer Payload Data) relating to the operation, support and/or about use of the Product by Customer and its Authorized Users.
Further, (i) the terms “Order Form” and “Order” in the Agreement may be used interchangeably, and have the same meaning, (ii) the terms “Subscription Term” and “License Term” may be used interchangeably, with each referring to the purchased term of access and/or license to Cloud Services under the applicable Order Form, (iii) the terms “User” and “Authorized User” in the Agreement may be used interchangeably, and have the same meaning, (iv) the terms “License Parameter(s)” and “usage limits” may be used interchangeably and have the same meaning.
2. Access and License to Cloud Services. Subject to the terms and conditions of the Agreement and the applicable Order Form, during the Subscription Term, Kong hereby grants to Customer a non-exclusive, non-transferable, worldwide, limited-term right and license, to access and use the Cloud Services and, if applicable, to install and use the applicable Software in the Customer Network Environment.
3. Cloud Services User ID and Password Protection. Customer will require that all Authorized Users keep user ID and password information for Cloud Services confidential and not share such information between Authorized Users and/or with any unauthorized person. Kong will have no liability for actions taken using Customer’s user IDs and passwords, including any unauthorized use or access caused by misuse or misappropriation of such user IDs and passwords. Customer will be responsible for restricting access by any Authorized User who is no longer authorized to access or use the Cloud Services.
4. Cloud Services Additional Restrictions. In addition to any other restrictions included in the Agreement, Customer and its Affiliates must not and must not allow any third party to (i) interfere with, disrupt, alter, or modify the Cloud Services or any part of the Cloud Services, or create an undue burden on the Cloud Services or violate the integrity or security of the networks or services connected to the Cloud Services; (ii) introduce software or automated agents or scripts into the Cloud Services so as to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the Cloud Services; (iii) use the Cloud Services for unlawful, obscene, offensive or fraudulent content or activity or (iv) store or transmit any malicious code through the Cloud Services.
5. Support Services and Service Level Agreement. During a Subscription Term, Kong will provide Customer the Support Services based on the subscription and support service level purchased by Customer under the applicable Order Form or as set out in the Product-Specific Terms and will provide Customer the uptime commitments for the applicable Cloud Services purchased by Customer under the Service Level Agreement (SLA). The Support Policy and SLA are incorporated into this Agreement by reference. The Support Services includes Updates to the Product as they become generally available to other Kong customers for the applicable Product during the relevant Subscription Term. For clarity, Kong is under no obligation to provide Support Services for free trials or beta or preview offerings. Kong may make changes to the Support Policy or the SLA with 30 days’ notice to Customer (via the support portal or otherwise), provided the change is in connection with a standard change made to the Support Policy or SLA and there is no material degradation of the support offering or uptime commitments.
6. Rights in Customer Content. As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Content, and any modifications made to Customer Content in the course of the operation of Cloud Services as provided to Kong. Subject to the terms of the Agreement, Customer hereby grants to Kong a non-exclusive, worldwide, royalty-free right to process the Customer Content solely to the extent necessary to provide the Cloud Services to Customer, or as may be required by law.
7. Kong’s Security Measures. Kong will maintain and implement technical and organizational measures and applicable policies and procedures to help protect any personal data, Customer Content and Customer Confidential Information collected by it in performance of this Agreement against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected. Further, Kong will maintain a security program under which Kong documents, implements and maintains the physical, administrative, and technical safeguards necessary to comply with the law, including applicable data protection laws, that applies to Kong’s provision of the Products, Support Services and/or Professional Services to Customer under this Agreement. Kong’s Technical and Organizational Security Measures as of the Addendum Effective Date are available at https://konghq.com/compliance/technical-and-organizational-security-measures.
8. Customer Security Measures.
a. Customer acknowledges and agrees that Customer must undertake technical and organizational measures to help protect and secure its APIs, the Customer Network Environment and Customer Payload Data. Customer is responsible for properly configuring and using the Product and taking its own steps to maintain appropriate security, protection and backup of its data, including Customer Payload Data.
b. Customer is responsible for ensuring Kong at all times has updated and accurate Customer contact information for the appropriate person for Kong to notify regarding data security issues relating to the Product, with each such Customer current contact’s information to be provided by Customer in the Customer account page for Cloud Services or Kong’s support portal or included in the Order Form, if applicable.
9. Usage Data. For the avoidance of doubt, Customer may choose to disable the self-reporting feature in the Software which permits transmission of the Usage Data to Kong only if Customer and its Authorized Users do not use the Cloud Services.
10. Customer Content Retrieval and Deletion. Unless otherwise provided in Product-Specific Terms or an Order Form, Customer’s right to access the Cloud Services will immediately cease upon termination or expiration of the Agreement or a Subscription Term (if not renewed), and Kong will have no obligation to store or process Customer Content or make it available to Customer.
11. Suspension of the Cloud Services. In addition to any of its other rights or remedies (including, without limitation, any termination rights set forth in the Agreement), Kong reserves the right to suspend Customer’s access to the Cloud Services if: (a) Customer (or Customer’s Authorized Reseller, if applicable) is 30 days or more overdue on a payment, (b) Kong reasonably determines that Customer’s use of the Cloud Services are in violation of Section 3.6 (Cloud Services Acceptable Use) above, (c) Kong reasonably determines that Customer’s use of the Cloud Services may be unlawful, (d) Kong reasonably determines suspension is necessary to avoid material harm to Kong or its other customers, including if the Cloud Services are experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Kong’s control, or (e) required by law or at the request of governmental entities.