In addition to the Product Terms located at https://www.barracuda.com/company/legal/prd_trm, the following terms apply to the extent Customer is authorized by Barracuda to use Managed Workplace.
- "Barracuda Business Service” means NOC Services.
- "End User” means an entity authorized by MSP to use, or who benefits from the use of, the Products and Support Services and Documentation.
- Managed Services Provider ("MSP”) means an authorized purchaser of Products and Support Services from Barracuda for resale or to provide services directly to End Users.
- HD Services” means the helpdesk services Barracuda or its third-party supplier provides to MSP for the benefit of one or more End Users, in each case as described in the Documentation as Barracuda may modify the same from time to time.
- "MSP Services” means the managed service MSP provides to its End Users using the Products (including, as applicable, any Avast Business Service).
- "NOC Services” means remote device monitoring and management services Barracuda or its third party supplier provides to MSP for the benefit of one or more End Users, in each case as described in the Documentation as Barracuda may modify the same from time to time.
- "Service Agreement” means an agreement between MSP and an End User that, among other things, clearly describes the services MSP has agreed to provide the End User.
2. License Grant
Barracuda, subject to the provisions of this Agreement, grants MSP a limited, non-exclusive, non-transferable license (with no rights to sublicense) during the Subscription Term to use the relevant Products (including as applicable Barracuda Business Services) to provide MSP Services to End Users.
3. MSP Rights and Obligations
- MSP, subject to the terms and conditions of these Terms, will require: (a) each End User (including MSP, to the extent applicable) receiving a Product to execute or otherwise bind itself to the then-current version of this Schedule; and (b) each End User to whom MSP has agreed to provide Barracuda Business Services to execute or otherwise bind itself to a Service Agreement. Customer may not accept these Terms on the End User’s behalf.
- The Service Agreement will: (i) contain provisions at least as protective of Barracuda’s interests as the terms in this Schedule; and (ii) expressly authorize MSP and Barracuda to reproduce, transmit, store and process the End User’s data and information in connection with the operation and performance of any Barracuda Business Service.
- As between Barracuda and MSP, MSP is solely responsible for: (i) performing its obligations under the Service Agreement; (ii) ensuring that it and all End Users comply with all applicable laws concerning the monitoring of employees and other third parties and their respective devices; (iii) performing the tasks and obligation assigned to MSP and End Users under this Schedule, and Documentation; and (iv) on the expiration or termination of the applicable Service Agreement, terminating the provision of any Barracuda Business Services and removing or causing the End User to remove or deactivate any Products from any devices on which it is used.
- MSP may not disclose or use, and may not permit any third party to use, any authorization code, license number, username/password combination or other activation code or number supplied by Barracuda in connection with any Products.
- MSP may use the Products on, or to support, up to the agreed number (the “Permitted Number of Devices”) of mobile phones, smartphones, tablets, mobile network appliances, other mobile devices (each, a “Mobile Device”), personal computers, IoT and other Internet-connected devices, or other device compatible with the Products (including each Mobile Device, a “Device”), so long as such use is in compliance with the Software License.
4. MSP Representations and Warranties
Certain Products may grant MSP or another user administrative privileges that, among other things, may allow the administrator to monitor other devices and/or the status of Products deployed on other devices, including for example Subscription Term status, Product messages, and Updates. MSP represents and warrants that it will exercise such administrative privileges only with respect to devices and Products for which it is duly authorized and for no other purpose. MSP also represents and warrants to Barracuda that it: (i) has all the requisite authority to accept the terms of this Schedule, and install and/or use the Product on the devices, on behalf of any owners and users of those administered devices; and (ii) hereby accepts the terms of this Schedule for and on behalf of: (A) any such owners and users of those administered devices; and (B) itself.