Terms of Use

ACRONIS PLATFORM TERMS AND CONDITIONS

INTRODUCTION

1. The company that accepts these Platform Terms and Conditions (including all Schedules and Exhibits attached hereto, these "Terms") by clicking "I Agree" at the end of these Terms or by first accessing or using the Products is referred to as "Service Provider".
2. Acronis International GmbH ("AIG") or one of its affiliates ("Company") has either entered into a contract with a company ("Distributor") that is authorized to distribute certain of AIG’s software as a service ("SaaS") products or is willing to distribute SaaS to the Service Provider directly, in which case all references in these Terms to Distributor will refer to the Company.
3. These Terms refer to each of Service Provider and Company individually as a "Party" and jointly refers to them as the "Parties".
4. Service Provider wants to license from Company certain of AIG’s SaaS products as detailed in a purchase order or other contract between Service Provider and Distributor ("Order").
5. Service Provider’s license will enable it to access the Products through AIG’s management console (the "Platform").
6. Company currently offers the SaaS products Acronis Disaster Recovery Cloud, Acronis Cyber Backup Cloud, Acronis Files Cloud, Acronis Notary Cloud, Acronis Cyber Infrastructure, and Acronis Cyber Protect through the Platform.
7. Subject to the further definition of the term in Section 1.2 below, the term "Products" means the SaaS products that Service Provider will license from Company from time to time and access through the Platform. The term "Products" also includes the Platform, Acronis Physical Data Shipping (as more particularly described in Exhibit F to Schedule A, "PDS"), and all related documentation that Company does not make public on its websites.
8. Service Provider may at its option, have Company host, or caused to be hosted, data stored using the Products, and these Terms refer to the hosting services Company provides, if any, as the "Services".
9. Service Provider may use the Platform to manage use of the Products, other than the Platform, by the entities and individuals who use one or more of such Products for their intended purposes (each, an "End User").
10. In these Terms, a "Downstream Service Provider" means a company other than Service Provider that pursuant to a contract with an entity other than Company uses the Platform to manage use of the Products by other companies and to manage End Users’ use of the Products other than the Platform.
11. The Platform also allows Service Provider to resell the Products to "Resellers", which term includes (i) Downstream Service Providers, and (ii) companies who merely offer the Products for resale to other entities, whether those entities be Downstream Service Providers or those who simply purchase for subsequent resale.
12. These Terms describe the terms and conditions upon which Company is willing to license the Products to Service Provider.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, Company and Service Provider agree as follows:

1. SCOPE OF LICENSE GRANT
   1. Grant of License. Subject to these Terms, Company hereby grants to Service Provider a non-exclusive license to use the Products and Services directly, to resell the Products and Services, and to provide related services, to its Resellers and to End Users within the Territory (defined in Section 1.3 below). Service Provider may sublicense the rights granted in this license only to its Resellers in connection with the sale of the Products and only as specifically provided in these Terms.
   2. Licensed Products. The Products that Company licenses to Service Provider under Section 1.1 include only those Products and Services identified in Schedule A that are specified in any Order. The terms of Schedule A apply to Service Provider only to the extent that those terms relate to a Product purchased under an Order. The terms of Schedule A that relate to other Products do not apply. The Parties may amend Schedule A from time to time by a written document executed by both Parties if Service Provider wants to license from Company a product available for sale through the Platform that is not then subject to an existing order and not already included in Schedule A as the Parties may have amended it (a "New Product"). Distributor or Company may give Service Provider notice of the availability of a New Product. Upon Distributor’s or Service Provider’s request, Company will give to Service Provider a copy of the updates to Schedule A containing the terms under which Company proposes to authorize Service Provider to resell the New Product (the "Updates"). Such notice may contain the form of an amendment to these Terms under which Service Provider consents to the Updates. Service Provider hereby accepts and agrees to be bound by the Updates upon the earlier of: (a) the written execution and delivery of the Updates to Company, (b) a click-through acceptance of the Updates using the Platform, or (c) the date of Service Provider’s first use or resale of the New Product. From and after the first to occur of the event that any of clauses (a) through (c) in the preceding sentence describe, the term "Products" will be deemed to have been amended to include the New Product.
   3. Territory. Service Provider may only do business with Resellers and End Users located in the territory specified in the Order ("Territory"). If the Order does not specify a Territory, then the Territory is the country under whose laws Service Provider was organized/form. This limitation is subject to the further restrictions in Section 13 below.
      1. Notwithstanding the foregoing, the Products are not authorized for use by any End User in any country embargoed by any Sanctions Authority (defined in Sections 13.1.A below) or by any End User to whom export is restricted or prohibited by any Sanctions Authority.
      2. Company cannot predict when, if, or the extent to which, Service Provider's ability to do business in the Territory might be embargoed, prohibited, or restricted by any Sanctions Authority. Therefore, Service Provider undertakes at its own risk the pursuit of business in the Territory.
   4. Term. The term of the agreement established by Service Provider’s acceptance of these Terms will begin on the Effective Date and will continue until its termination or expiration ("Term"), subject to Sections 1.5 and 14.
   5. Platform Terms and Conditions. Service Provider acknowledges that its use and any Reseller’s use of the Platform is subject to their agreeing to Company’s Platform Terms and Conditions then in effect from time to time, the current version of which can be found at https://www.acronis.com/en-us/support/platform-terms-conditions.html.
   6. EULA/White Labeling. All End Users of Products other than White Labeled Products (defined below) will be required to agree to the then current Company end user license agreement ("EULA") before such End Users are permitted to begin using the Products. A link to the EULA is located at https://www.acronis.com/en-us/download/docs/eula/corporate/.
      1. If the Order permits distribution of one or more Products or Services branded by Service Provider (a "White Labeled Product") then Service Provider must have any End User to whom a White Labeled Product is distributed agree before commencing use to an end user license agreement that provides Company at least those protections contained in, and that is otherwise substantially similar to, the EULA in effect on the date that the End User commences use of the White Labeled Product.
   7. Licensing Policy. The licenses granted in and under these Terms are subject to the terms of Company’s Licensing Policy, except those provisions of that policy relating to Maximum Allotment, as Company’s licensing policy may be updated from time to time. Company’s Licensing Policy can be found at https://www.acronis.com/en-us/company/licensing.html.
2. LICENSE RESTRICTIONS
   1. No Reverse Engineering. Service Provider will not reverse engineer, decompile, disassemble, adapt, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how, or other information from any portion of any Product (collectively, "Reverse Engineering"), or permit or induce the foregoing by others, in whole or in part. If, however, directly applicable law prohibits enforcement of the foregoing, Service Provider may engage, and may permit its Resellers or End Users to engage, in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the Products, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) Service Provider has first requested such information from Company and Company has failed to make such information available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to Service Provider or that Service Provider obtains under this Section 2.1: is Company’s Confidential Information (as Section 9.2 defines that term); is subject to the obligations of Section 9; may only be used by Service Provider, and any applicable Reseller or End User, for the purpose described in this Section 2.1; and will not otherwise be disclosed to any third party or used to create any software which is substantially similar to the expression of any of the Products. With respect to the Products and Confidential Information of Company, Service Provider will not circumvent any software copyright management or security features, fail to display any copyright or other proprietary notices, or develop software or services that compete with Company using information obtained through Reverse Engineering and will not permit others to do so.
   2. No Unauthorized Derivative Works. Subject to Section 2.1, Service Provider will not modify, adapt, alter, translate, or create derivative works of any Product in any manner and will not assist or permit others to do so.
   3. Source Code. Service Provider’s licensing rights granted under these Terms do not include any license, right, power, or authority to subject any Product in whole or in part to any of the terms of an Excluded License. An "Excluded License" means any "open source" or other license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
   4. Service Provider’s Service. Service Provider will operate at its own expense and risk under Service Provider’s own name. Service Provider will not act or communicate in any manner that may imply that Service Provider has the right to represent or act on Company’s behalf, as agent or otherwise. The Platform provides Service Provider with the technical capability to suspend service and/or restrict access to the Products and Services by Reseller and End Users. Service Provider’s use of this capability is entirely at its own risk. Company will not be liable in any way for any claims arising from Service Provider’s suspending or restricting such access.
3. TRADEMARKS; PRESS RELEASE
   1. Branding. Company authorizes Service Provider’s limited use of Company’s registered or unregistered trademarks ("Marks") in association with marketing the Products and Services within the Territory in accordance with the trademark usage guidelines published at https://www.acronis.com/en-us/company/trademark.html.
   2. List of Marks. Company publishes a list of frequently used Marks at https://www.acronis.com/en-us/company/ipnotice.html. The termination or suspension of Service Provider’s rights under these Terms will automatically terminate Service Provider’s rights under this Section 3. Service Provider recognizes and agrees that its use of any of Company’s Marks will be for the exclusive benefit of Company. Company reserves the sole and exclusive right at its discretion to assert claims for infringement or misappropriation of its intellectual property rights to the Marks.
   3. Rights in Marks. Company and its suppliers or licensors reserve all rights to their respective trademarks in all countries, including to those countries within the Territory. Service Provider will not have or obtain any right, title or interest in and to the Marks, which will remain the sole and exclusive property of Company, its affiliates or licensors. Service Provider will not take any action that would in any way infringe or interfere with Company’s rights in the Marks. Service Provider will not at any time adopt or register any name, internet domain, designation, or trademark that is the same as or confusingly or deceptively similar to any Mark, and Service Provider hereby assigns to Company any of the foregoing if, in Company’s reasonable determination, it is the same as or is confusingly or deceptively similar to any Mark. Service Provider agrees not to contest Company’s rights to or ownership of the Marks anywhere in the world.
   4. Mark Assignment. Should any right, title or interest to any Mark or any goodwill arising out of Service Provider’s use of any Mark become vested in Service Provider by operation of law or otherwise, Service Provider will hold the same in trust for Company and will immediately and unconditionally assign (with full title guaranty) free of charge any such right, title, interest or goodwill to Company and agrees to unconditionally execute any documents and do all acts that Company requires for the purpose of properly assigning the same. If Service Provider fails to execute and deliver any such documents or do any such act within five (5) days of Company’s written request, Service Provider irrevocably hereby appoints and authorizes Company to execute the same on its behalf as its authorized agent and attorney will full power to act in its stead.
   5. Press Releases. All Service Provider’s press releases, advertisements or publications involving, including and/or referencing the Products, Services or Company must be approved by Company prior to release, publication or distribution.
4. SUPPORT.
   1. Support. Distributor is solely responsible for providing support to Service Provider. Service level and availability standards are determined solely as agreed between Distributor and Service Provider, as are the responsibilities for providing support to Service Provider’s Resellers and its and their End Users.
   2. Prior Versions. Company will only support Products and Services installations that are no older than two (2) prior released versions. Service Provider will update to the newest version of the Products and Services within six (6) months of its release.
5. SOFTWARE DELIVERY
   1. Orders and Delivery. Service Provider must submit an Order for at least one Product to Distributor that is accepted by Distributor to obtain a license to use the Platform and the ordered Products. Service Provider may obtain a license to additional Products with additional Orders or amendments to existing Orders, as determined by Distributor and pursuant to Section 1.2. Service Provider and its Resellers will be permitted to use only those log-in credentials for the Platform that Company provides to them.
6. PRICING
   1. Platform and Pricing. The Order will specify the pricing of the Products. In the event that the Company is distributing the Products directly to the Service Provider:
      1. the prices for Products and Services will be per GB of usage, per End User, per Device, per computer resource, as well as per IP Address, as the Platform (or the e-commerce solution that Service Provider signs up to use the Platform) displays them ("Price Per Unit");
      2. the Platform will also display a minimum purchase commitment ("Minimum Monthly Commitment"). Each month the Service Provider must pay the greater of (I) the Minimum Monthly Commitment then in effect, or (II) aggregate cost of the price per GB, device, End User, computer resource, or IP Address multiplied by the Price Per Unit ("Actual Usage Price");
      3. As part of a promotion or otherwise, Company may waive or reduce any part of the Minimum Monthly Commitment, Actual Usage Price, or any combination of the two for time period during the Term, in its sole and absolute discretion without prejudice to its right to charge the full Minimum Monthly Commitment or Actual Usage Price during any other time period;
      4. Company will not charge Service Provider for any Complimentary Allotment (as Section 1.4 of Schedule A defines this term);
      5. Price Per Unit is based on the Minimum Monthly Commitment currently in place. As the Minimum Monthly Commitment increases pursuant to Section 6.1.D below, Price per Unit for Products and Services may decrease; and
      6. the Minimum Monthly Commitment is established in a hierarchy of tiers. The tiers are set forth, by currency, in Table I attached hereto as Schedule B. If Service Provider’s Actual Usage Price for a month (the "Reset Month") exceeds the Minimum Monthly Commitment of any tier higher than the Service Provider’s tier at the beginning of the Reset Month, then the Service Provider’s Minimum Monthly Commitment will automatically increase for following months to the Minimum Monthly Commitment for the highest tier that its Actual Usage Price exceeded in the Reset Month. The Minimum Monthly Commitment will never be less than that amount in the row of Table I corresponding to the currency that the Platform displays that is lower than, but closest to, the Actual Usage Price for the prior month. The Minimum Monthly Commitment can only be decreased by mutual agreement of the Parties.
   2. Tax. All amounts that may be payable to the Company under these Terms are before sales, value-added, and all other applicable taxes and duties. The Service Provider is responsible for all applicable taxes and duties. If the Company is charging the Service Provider any fees under these Terms, the Company will charge the Service Provider sales taxes unless the Service Provider has provided a valid sales tax exemption or resale certificate to the Company. The Service Provider will pay, and will indemnify and hold the Company harmless from payment of, all taxes (other than taxes based on the Company’s income and personal property), fees, duties, other governmental charges, and any related penalties and interest arising from inaccurate tax documentation provided by the Service Provider to the Company under these Terms. If the Service Provider is required to withhold taxes from the amounts payable to the Company hereunder, the Service Provider will request documentation from the Company that may reduce or eliminate such withholding and, to the extent withholding is required, will provide the Company with official tax receipts issued by the local tax authority as proof that such taxes have been paid.
7. REPORTING
   1. Reporting. The Platform will automatically generate reports of Service Provider’s use of the Products and Services and send them to Distributor on a monthly basis (the "Monthly Platform Report"). Except as specified in this Section 7.1, within five business (5) days from the end of each month Service Provider must provide to Distributor a full and accurate report of how many instances of the Products Service Provider has used, sold, and/or installed during that month ("Monthly Usage Report"). Service Provider does not have to include in the Monthly Usage Report any information regarding its use of the Products contained in the Monthly Platform Report. In addition to the Monthly Usage Report, Service Provider will provide to Distributor any other information that Distributor may reasonably request from time to time for the purpose of calculating the amounts that Service Provider owes to Distributor for use of the Products and Services.
   2. Books and Records. Service Provider will keep complete, accurate, and current books and records relating to the supply and distribution of the Products and Services. While the Term remains in effect and for three (3) years thereafter Company or its authorized representatives may audit Service Provider’s use of the Products and Services to confirm compliance with these Terms. That audit is subject to at least fourteen (14) calendar days' prior written notice by Company and will not unreasonably interfere with Service Provider’s business activities. Company may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. Service Provider will reasonably cooperate with Company and any third party auditor and will, without prejudice to Company’s other rights, address any non-compliance identified by the audit by promptly paying the related additional fees. Service Provider will promptly reimburse Company for all reasonable costs of the audit if the audit reveals either underpayment of more than five (5%) percent of the Product and Service fees properly due from Service Provider to Company for the period audited, or that Service Provider has materially failed to maintain accurate records of its use of the Products and Services.
8. SOFTWARE SUSPENSION
   1. Right to Suspend. Company may at any time suspend Service Provider’s access to the Products and Services, in whole or in part, for the following reasons:
      1. to comply with any contractual, statutory, and/or regulatory obligation, a request or order from law enforcement, or a competent judicial, governmental, supervisory or regulatory body;
      2. if Company has reasonable grounds to suspect that Service Provider, or any of its Resellers or End Users have acted or will act fraudulently, unlawfully, in a criminal way, or in a way that could prejudice Company, Service Provider, or any of its Resellers or End Users;
      3. in case Service Provider, or any of its Resellers or End Users violate any contractual, legal, regulatory, statutory, or administrative obligation;
      4. in case of Force Majeure, as defined in Section 15.8 below;
      5. if Company is informed by Service Provider that Product access credentials have been compromised;
      6. at Service Provider’s request for specific Reseller’s or End-Users, to the extent that it is technically possible;
      7. if Company establishes or has a reasonable belief that (i) Service Provider, or any of its Resellers or End Users impairs or endangers the operational availability of any Product or Service; (ii) such action is necessary to prevent or protect against fraud, tricks, tampering, schemes, false or invalid numbers, false credit devices, electronic devices, or any other fraudulent means or devices; or (iii) such action is necessary to protect Company, its affiliates and their respective officers, directors, shareholders, employees and agents, and/or others against actual or potential adverse financial effects;
      8. if Service Provider fails or refuses to provide information, or provides false information, regarding Service Provider’s past or current use of the Products and Services, or characteristics pertaining to its use or planned use of the Products or Services;
      9. where necessary for maintenance of Company APIs, Company infrastructure, or any of Company services; or
      10. if Service Provider continues to use any Product or Service that is at or past the end of its life (i.e., after Company ceases to provide support and/or security patches for that Product or Service).
   2. Notice. If reasonably practicable under the circumstances, Company will inform Service Provider in advance of the suspension, stating the reason(s) for the suspension. Without prejudice to Company’ right to directly inform any Reseller or End User (all of which Company expressly reserves), Service Provider is primarily responsible for informing affected Resellers and End Users of the suspension and will bear all liability arising from any default or delay in providing such information.
   3. Suspension Length. Company will use commercially reasonable efforts to limit the scope and length of the suspension in cases where Service Provider is not responsible for the suspension or the need for the suspension did not arise because of the failure of Service Provider to comply with its obligations to Company.
   4. Consequences of Suspension. Company will not be liable to anyone for any loss or damage arising from or related suspension of access to the Products or Services for any of the causes mentioned in Section 8.1.
9. CONFIDENTIALITY
   1. User Data. Company hereby acknowledges that it acquires no ownership right, title, or interest to any data that Service Provider, any of its Resellers, or any of their End Users processes, stores, or transmits using the Products or Services ("User Data"). Subject to Company’s normal access and security procedures and privacy policy (found at https://www.acronis.com/en-us/company/privacy.html), Service Provider hereby grants Company a non-exclusive, transferable license to use the User Data that belongs to Service Provider as necessary to provide Service Provider with the Products and Services. Service Provider agrees that it will ensure that any Reseller or End User in Service Provider’s network also grants Company a non-exclusive, transferable license to use such party’s User Data as necessary to provide such party with the Products and Services as a condition of such party’s use thereof. Any Company employee or subcontractor that accesses User Data pursuant to this Section 9.1 will be bound by confidentiality restrictions at least as restrictive as those in these Terms. Without the owner’s consent (which it may withhold in its sole discretion), the User Data may not be: (a) used by Company other than as permitted under these Terms; or (b) individualized, sold, assigned, or leased by Company. Company will have the right to monitor and analyze Service Provider’s use of the Products and Services and to use the results of such monitoring to improve the Products and Services during and after the Term. Service Provider represents and warrants that: (i) it has obtained, and will obtain, all consents and approvals necessary to provide the User Data to Company, and for Company to use the User Data in accordance with these Terms; and (ii) it has all rights necessary to grant the license in this Section 9.1.
   2. Confidential Information. "Confidential Information" means User Data (defined in Section 9.1), the Products and Services, these Terms, and valuable, proprietary and confidential information with respect to a Party’s business, including, information that may relate to the Party’s financial information, condition, or affairs, financial projections, financial analysis, corporate organizational documents, business plans, forecasts, products, whether in distribution or under development, trade secrets, computer source code and object code, software and other product designs and specifications, methodologies, data, developments, ideas, improvements, product and marketing plans, customer and vendor lists, and other oral, visual, or written information that the Party designates as confidential or proprietary at the time of disclosure or that, under the circumstances surrounding disclosure, or by the nature of the information, would reasonably be understood by the other Party to be confidential or proprietary, including any of the foregoing that is Confidential Information of a Party’s customers, vendors, partners, licensors or other third parties with respect to which that Party has an obligation of confidentiality. The Products and Services contain trade secrets and are Confidential Information. The term "Confidential Information" does not include information of one Party that (a) is disclosed in a printed or web publication available to the public, is otherwise in the public domain at the time of disclosure, or becomes publicly known through no wrongful act or omission on the part of the other Party, or (b) is obtained by the other Party lawfully from a third party who is not under an obligation of secrecy to the first party and is not under any similar restrictions as to use. If a Party is required to disclose any of the other Party’s Confidential Information by a judicial or governmental order, the Party will give the other Party reasonable advance notice of the disclosure and the opportunity for the other Party to contest, at its own expense, the disclosure of the Confidential Information, where such notice is not prohibited by law or government order.
   3. Confidentiality Obligations. Service Provider will not disclose or provide access to the Products and Services or any part thereof to anyone for any purpose except as contemplated by these Terms. Each Party agrees that it will maintain other’s Confidential Information in confidence, prevent its disclosure, and protect it from unauthorized use with at least the same degree of care that it uses to protect its own most critical proprietary information, but in no event less than a reasonable amount of care. Each will prevent copying or use by its employees and others except for the purpose of exercising the rights expressly granted under these Terms. Each will immediately notify the other Party if it becomes aware of such unauthorized copying or use. Service Provider will ensure that anyone to whom it make disclosures about, or provides access to the Products and Services are bound by confidentiality obligations at least as protective of Company as are in these Terms.
   4. Monitoring. Service Provider understands and acknowledges that Company may monitor the operation and usage of the Products and Services through reporting functions in the Products and Services. Service Provider agrees to facilitate such monitoring by ensuring that all firewall ports required for such monitoring are open and to notify Company if there are any operational issues that could prevent remote monitoring. Subject to Section 9.1, Company will have the right to use any and all data and information related to Service Provider’s, and any Reseller’s or End User’s use of the Products and Services for any lawful purpose including invoicing, statistical analysis, benchmarking, and research purposes.
   5. Feedback. Service Provider is welcome to provide suggestions, ideas or other feedback regarding Company’s products and services ("Feedback"). To the extent that Service Provider provides Company any Feedback, Company will be free to use the Feedback in any manner and for any reason (including to incorporate the Feedback into future versions of Company’ products and services), with no obligation of confidentiality or compensation to Service Provider and without restriction of any kind.
   6. Data Location. Service Provider can use the Platform to designate the Company data center in which Service Provider has its User Data stored. Notwithstanding the foregoing, Company may without notice: (A) move the data stored in a data center operated by the Company to another Company data center within the same country, and (B) move the data stored in a data center operated by the Company in the European Union or Switzerland to another Company data center within the European Union or Switzerland. The Company does not operate Google or Microsoft Azure data centers. Google and Microsoft have their own rules about moving data stored in their data centers which Service Provider will be subject to if Service Provider’s data is stored in one of their data centers.
   7. Return of Data. Upon request by Service Provider, Company will (a) return to Service Provider, for free over the network, or for a fee in accordance with Company’s then-current pricing if Service Provider requests special handling or use of any media, provided that the Company may reasonably refuse any request for special handling or use of specific media, all the User Data (or such portion of the User Data as requested by Service Provider) stored in a Company data center, and (b) erase all or any part of the User Data stored in a Company data center, in each case to the extent so requested by Service Provider. Company will certify to Service Provider that all such copies have been erased. Notwithstanding the foregoing, Company may use any archival media containing the User Data only for back-up purposes and will maintain such back-up copies of the User Data as Confidential Information of Service Provider.
   8. Data Controller. Service Provider agrees that, as between it and Company, Service Provider is the data controller of the User Data and is solely responsible for compliance with all applicable laws, rules, and regulations pertaining to data controllers. Service Provider acknowledges that Company does not know what data is contained in the User Data. If the User Data includes the personal data of individuals in the European Union protected by the General Data Protection Regulation commonly known as GDPR, Company will at Service Provider’s request deliver via Docusign^® to Service Provider Company’s form of data processing addendum for execution by Service Provider.