Product-Specific Terms – Tehama Desktop Intelligence and Automation

In addition to the applicable terms and conditions set out in the Order Form and the Agreement, the Tehama Desktop Intelligence and Automation offering (“DIA Solution” or “Product”) and related support shall be subject to and governed by these Product-Specific Terms in accordance with section 2.9 of the Tehama Terms of Service. Any term not defined herein shall have the meaning set out in the Order Form and/or Agreement. In the event of conflict between these Product-Specific Terms and the Order Form and/or Agreement, these Product-Specific Terms shall prevail.

1.  Organization and Tehama agree that section 1.2 of the Tehama Terms of Services shall be replaced with the following:

1.2 Tehama Desktop Intelligence and Automation offering and support.

1.2.1 Definitions.
“Agent” means Product software provided for End User operating systems and Devices which connect to the Cloud Software.
“Cloud Software” means the Product’s software-as-service offering which supports the enrollment of Agents for the purposes of monitoring, automation and troubleshooting Devices.
“Device” means a Tehama Desktop.
“Documentation” means the written or electronic documentation, including user manuals, reference materials, installation manuals and/or release notes that is available to licensees and End Users of the DIA Solution.
“End User” means an employee of Organization, or any other individual who uses a Device managed by Organization using the Solution, or who acts as an administrator of the Solution for the Organization.
“Tenant” means a separate instance of the Cloud Software provided by Tehama to Organization for use with Organization’s Devices.

1.2.2 Product Description. The DIA Solution is a third party add-on service to the Tehama Service provided by Tehama’s licensor consisting of the Cloud Software and the Agent. The Product enables IT administrators to centrally monitor, manage, and troubleshoot physical and virtual devices by providing insight into desktop performance and user experience and by facilitating the automation of updates based on event triggers.

1.2.3 “Subscription Plan” means a plan composed of the DIA Solution options that You select and/or use.

1.2.4 Support. Subject to Organization providing it with any required access to the Product, Tehama agrees to provide, at no additional charge to You, the Organization and its End Users with Level 1 Support in accordance with the response times referenced in the Order Form. Tehama will also provide assistance with respect to the installation of the Agent on Tehama Desktops as well as Level 2 Support in the form of escalations from Level 1 to Licensor Support. Tehama contractually requires its licensor to provide Level 3 assistance, i.e. escalations from Tehama Level 2 support team, in accordance with severity based response times.

2.  Organization and Tehama agree that the following provision be added at the end of section 2.2 of the Tehama Terms of Service for the purposes of these DIA Solution Product-Specific Terms:

Subject to the Order Form and Agreement and Organization’s payment of the Fees for its Subscription Plan, Tehama hereby grants to Organization with respect to the DIA Solution a non-exclusive, non-transferable, non-sublicensable (a) license to install, execute and run the Agent on Organization’s Devices solely for use internally with the Tenant by its End Users for its own business, and (b) right to access and use Tenant solely for use internally by its End Users for its own business for the purposes of monitoring, automation and troubleshooting of such Devices.

3.  Organization and Tehama agree that the following provision will be added at the end of section 2.5 of the Tehama Terms of Service for the purposes of these DIA Solution Product-Specific Terms:

In addition, You will not (g) reproduce, modify, adapt or create derivative works of the DIA Solution or reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the DIA Solution, except to the extent expressly permitted by applicable law (and then only upon advance notice to Tehama); (h) publicly disseminate information regarding the performance of the DIA Solution; (i) knowingly interfere with service to any of Tehama’s users, host or network, including by means of intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crashing the DIA Solution; (j) create any “links” to or “frame” or “mirror” of the DIA Solution or any portion thereof. Notwithstanding (g), Organization may make a backup copy of the Agent in whole or in part solely to the extent necessary for Organization’s internal maintenance of its computer system.

4.  Organization and Tehama acknowledge and agree that section 2.7 of the Tehama Terms of Service and the Tehama Policies listed below do not apply to the DIA Solution:

• Hosting Providers and Data Storage
• Service Level Agreement
• Pricing Model
• Service Model
• Trial
• Support Plans

5.  Organization and Tehama agree that the following new section 5.5 be added to the Tehama Terms of Service for the purposes of these DIA Solution Product-Specific Terms:

5.5 Organization acknowledges that it was provided with the opportunity to fully evaluate the DIA Solution, currently outside the scope of Tehama’s SOC 2 Type II Certification. Organization is solely responsible for determining whether the DIA Solution (including, without limitation, the applicable administrative, physical, technical, security, and other safeguards) meet the Organization’s technical, business or regulatory requirements. Tehama assumes no responsibility or liability for Your Content and Organization is solely responsible for the consequences of submitting and using Your Content with the DIA Solution. Organization is responsible for reviewing the Documentation and understanding the settings and controls of the DIA Solution which give all Administrators the ability to remotely manage and configure Devices, including deletion of data or other actions that can impact End User productivity. In particular, Organization is responsible for the security of Administrator credentials and both for controlling whom it allows to act as an Administrator and for the activities of all Administrators. Organization is responsible for all internal management and administration of the DIA Solution for End Users and will control the security, administration and management of the DIA Solution on all Devices and all activity therein (including but not limited to remotely managing and configuring Devices, deleting data, or any other actions that will impact End User functionality and protect against misuse of the DIA Solution). Organization is solely responsible for acquiring, servicing, maintaining and updating all Devices and communications services (such as Internet access) that are required to allow Organization to use the DIA Solution, and for all expenses relating thereto. Organization acknowledges that the Tenant is an on-line, subscription-based product, and that in order to provide improved customer experience, Tehama’s licensors will from time to time make changes to the Solution and update the applicable Documentation accordingly

Copyright 2019-2022 Tehama Inc. and its affiliates or licensors. All Rights Reserved.

NOTICE: This document contains information and other content that is confidential and proprietary to Tehama Inc. or its affiliates or licensors and may be protected under the law of copyright, patent, or trade secret in Canada, the United States, and other jurisdictions. This document is provided for the internal business use only. No part of this document may be modified, reproduced, distributed or disclosed in any form to any third party without written permission of Tehama Inc.

TEHAMA and the Tehama logo are trade-marks of Tehama Inc. or its affiliates. All references herein to the corporate names, trade names, trademarks, and service marks of third parties are intended to accurately identify such parties as the sources of specific products and services. No claim of association or license is intended or should be inferred by such use.