LUMEN EDGE ORCHESTRATOR TERMS OF USE

Updated January 3, 2023

1. General. These Lumen Edge Orchestrator Terms of Use (“Terms of Use”) govern Customer’s right to use Lumen Edge Orchestrator. Use of Lumen Edge Orchestrator requires entitlement to the Lumen Platform for Edge Services as a pre-requisite. Only an authorized user of Customer may access the Edge Services portal and use Edge Orchestrator.
2. Description. Lumen Edge Orchestrator is collectively referred to as a software-defined set of features and orchestration functions available within the Lumen Platform for Edge Services as more fully described below.
1. Availability.
   1. Lumen Edge Orchestrator is available for use in the Edge Services portal with certain Lumen provided products and services (“Services”) that Customer either separately purchases or activates or enables on the Lumen Platform for Edge Services. Lumen may add or remove any service feature at any time by posting on the Website. Any costs or amounts shown within the Edge Services portal are budgetary for information or guidance purposes only and are not intended to represent any binding pricing or invoicing information from Lumen.
2. Third Party Cloud Enablement.
1. Lumen Edge Orchestrator enables a current Lumen Customer to enable monitoring and management of certain third-party Cloud Service Providers for which Customer will bring its own license directly from the applicable third-party Cloud Service Provider. “Cloud Service Provider” or “CSP” means a company offering a component of cloud computing (typically Infrastructure as a Service (IaaS) or Software as a Service (SaaS)) to other businesses. Customer must access a CSP’s service via their own agreement with the CSP. Currently available CSPs will be listed in the drop-down menu within Lumen Edge Orchestrator. Lumen reserves the right to restrict access to certain CSPs at its discretion and/or as directed by the applicable CSP.
2. Edge Orchestrator is a tool to enable access to third party CSPs through one interface only; Lumen is not responsible or liable for any issues, credits or damages related to the CSP, including contracting, support, access, any failure, interruption, suspension or termination of services provided by a CSP or any failure of security standards implemented by a CSP (including any failure that results in the unauthorized disclosure of Customer information or data) or any other actions taken via Edge Orchestrator to that CSP account. If Lumen is charged any fee or assessment by a Cloud Service Provider due to any reason associated with the Customer, Lumen reserves the right to charge Customer for such fees or assessments. Liability and responsibility is solely between Customer and the applicable CSP.
3. Edge Orchestrator enables Customer’s authorized users to (i) establish new cloud infrastructure instances on third party CSP platforms that Lumen makes available to Customer so long as Customer already has an existing license or agreement with the applicable Cloud Service Provider; (ii) register and sync with existing cloud accounts, and (iii) establish management controls for the Customer admin. In addition, Edge Orchestrator allows Customer to templatize and deploy automated workloads, manage and/or view instance inventory with self-service monitoring, reporting, and optimization and add/modify and/or delete any Customer provided scripts in support of any workloads or management controls established by Customer within Edge Orchestrator. Customer is responsible for maintaining, storing, backing up and deleting any templates or scripts utilized by Customer. Lumen is not responsible for the accuracy of any reports or metrics viewable within the Edge Services portal. Any scripts or templates stored within Edge Orchestrator are stored as a courtesy to Customer and Lumen is not responsible or liable for any information corrupted, lost or deleted.
4. Edge Orchestrator is accessible via the internet with appropriate credentials. Edge Orchestrator permits a Customer to manage and monitor its third-party clouds through one interface. Lumen is not responsible or liable to Customer for any failures of the underlying cloud service. Customer is solely responsible for ensuring that it has all contractual rights to use any software or third-party cloud provider account it integrates with Edge Orchestrator, including any software it elects to upload to the applicable cloud account.
5. By utilizing Edge Orchestrator to register and sync with Customer’s existing cloud account, Customer authorizes Lumen to collect and/or share certain Customer account information from and with the applicable CSPs. In addition, collection of such information may result in the display, within Customer’s Edge Orchestrator instance, of pricing and other relate account information. Such display is for information purposes only. Any pricing and resulting invoicing related to Customer’s CSP account is solely between the applicable CSP and Customer. The information required to be collected and shared by Lumen may vary by CSP.
3. Right To Use.
1. Lumen grants to Customer a personal, non-exclusive, non-transferable, non-sublicenseable, limited, and revocable license to use Edge Orchestrator in accordance with these terms. This license or right to use automatically commences upon completion of all of the following: (i) Customer has completed the acceptance of the Lumen Edge Services Terms and Conditions (the “Agreement”) or has separately purchased Lumen services that expressly authorize the use of Edge Orchestrator with appropriate credentials; (ii) Lumen has created a Lumen Platform for Edge Services tenant account for Customer; and (iii) Customer has received access credentials, granting Customer the right to access the Lumen Platform for Edge Services. Customer’s right to use Edge Orchestrator will remain in force and effect until: (a) terminated upon 30 days written notice by either party to the other party; (b) terminated by Lumen without prior notice upon Customer’s breach of these terms, the applicable Service Attachment(s) governing Customer’s underlying Lumen Service, or as otherwise permitted under these Terms of Use; (b) the termination or expiration of all Service Attachments; (c) the termination by Lumen upon notice of these terms if Customer continues to utilize Edge Orchestrator without utilizing or subscribing to any other Lumen Service(s); or (d) Lumen, at its sole discretion, elects to discontinue offering Edge Orchestrator. In cases where elements of Edge Orchestrator are replaced or removed, Lumen will coordinate with Customer with respect to any applicable migration planning.
2. Customer is expressly prohibited from (a) using Edge Orchestrator for any other purpose other than Customer’s own internal business purposes as reasonably intended in these Terms of Use and in any applicable Service Attachment; (b) allowing anyone other than Customer's authorized representatives previously identified to Lumen to have access to Edge Orchestrator; (c) making copies of the documentation or the underlying software; or (d) making any modifications, enhancements, adaptations, derivative works, or translations of the Edge Orchestrator or underlying software. Lumen reserves the right to seek all remedies available at law and in equity for any breach of these terms, including the right to block Customer’s access to Edge Orchestrator or terminate Customer’s license and right to use in accordance with these terms.
3. Open Source. Certain software components may include open-source software and/or publicly distributed software (each, “open-source software”), each of which is a separate and independent work and is subject to its own or open source or public license agreement (“Open Source License Agreement”). Customer agrees that open-source software is licensed to Customer from the original licensor (and not Lumen) under, and are subject to, the terms of the applicable Open Source License Agreement, which Customer agrees to. Nothing in these Terms of Use will limit Customer’s rights under, or grants Customer any rights that supersede or expand, the terms and conditions in the applicable Open Source License Agreement. For clarity, these Terms of Use are not intended to change or restrict the terms of any Open Source License Agreement, and Lumen does not seek to restrict, or receive compensation for, the copying or redistribution of open-source software, which is otherwise freely re-distributable to third parties.
4. Charges.
1. Lumen Edge Orchestrator may be utilized by Customer without charges. Lumen reserves the right to initiate service charges at any time upon notice; including charges related to workload orchestration to non-Lumen provided compatible platforms without utilizing or purchasing any other Lumen Platform for Edge Service(s) or other Lumen managed services.
2. Customer is solely responsible for any billable services it utilizes or elects to order or use by virtue of having access to Edge Orchestrator. In addition, Customer is solely responsible to the applicable third-party cloud provider for all charges, including charges related to changes, additions or modifications related to the applicable third-party cloud provider account accessed via Edge Orchestrator. Lumen is not responsible for any billing for any third-party component enabled on that third party cloud provider account via Edge Orchestrator.
5. Customer Responsibilities and Acknowledgements.
1. Customer is responsible for (i) all use of Customer’s account including any end user that Customer adds to its account (including any screen name or user identification or password); (ii) protecting the confidentiality of Customer’s passwords, usernames, other Customer specific access information and scripts; and (iii) all activities and charges resulting from their use, including unauthorized use in accordance with the terms of the applicable Service Attachment(s). Customer agrees to promptly notify Lumen of any unauthorized use or access to Lumen Edge Orchestrator.
2. Customer is responsible for setting up and keeping current all security and administration of Customer’s use of Edge Orchestrator, including but not limited to: (a) assigning each user a separate ID for entry; (b) assigning levels of permission for each user to ensure that users have access only or the authority to act for Customer; (c) ensuring users who should no longer have access are denied access to Edge Orchestrator.
3. Customer acknowledges and agrees that its failure to perform its obligations may result in Lumen’s inability to provide Lumen Edge Orchestrator functionality.
4. Customer agrees that: (a) it will take appropriate precautions to prevent unauthorized persons from accessing Edge Orchestrator with their credentials, and that no persons authorized to have access will attempt any unauthorized use; (d) provide a technical point of contact with sufficient knowledge, authority and access to address configuration issues, event notifications, system or infrastructure modifications and authentication of applicable Lumen systems; (e) it is solely responsible for and Lumen will have no liability for establishing, maintaining and resolving issues with any network connectivity provided by Customer.
5. Customer acknowledges and agrees that Edge Orchestrator is not a suitable platform to upload or store sensitive, confidential, proprietary, or critical information or documents. Edge Orchestrator is not intended to be utilized as storage. Customer is solely responsible for making all appropriate arrangements to securely store documents and information that may be utilized in connection with Lumen Edge Orchestrator.
6. Customer Initiated Termination. All Customer notices for termination of Edge Orchestrator and any Services must be sent via email to Lumen at EdgeServicesIncident@Lumen.com and must contain the account name, account number, request to terminate Lumen Edge Platform, and the Customer’s service address(es).
7. Notices. Notwithstanding anything to the contrary in the Agreement, Customer acknowledges and agrees that Lumen may also contact Customer via the Customer Administrator e-mail address(es) provided to Lumen
8. Customer acknowledges that all third-party components of Lumen Edge Orchestrator are subject to the applicable vendor’s decision to (i) not continue to provide or renew with Lumen and/or (ii) modify or end of life a component(s). If any of the foregoing occurs, Lumen will use commercially reasonable efforts to migrate Customer to another comparable component.
9. Lumen reserves the right to make any updates, error corrections, bug fixes, and other related modifications to Lumen Edge Orchestrator at any time.
10. Additional Limitations and Disclaimers.
1. Intellectual Property. The parties agree that Lumen and its vendors will retain sole ownership of all intellectual property and proprietary rights related to or otherwise associated with any templates provided by Lumen to Customer as part of Lumen Edge Orchestrator (the, “Templates”), along with any skills, know-how, modifications, software, or other enhancements developed or acquired in the course of configuring, providing, or supporting Lumen Edge Orchestrator. Lumen hereby grants to Customer, under Lumen’s copyright rights, a limited, non-transferrable, revocable, non-royalty bearing license to use, reproduce, develop, and distribute the private Templates for internal business purposes (“Template License”). Customer will treat the Templates as “confidential” in accordance with the Lumen Platform Terms. Any software (including related documentation) that may be provided by Lumen or its third-party licensors to Customer may only be used by Customer in connection with activities performed by Lumen Edge Orchestrator. Each party agrees that it will not, directly, or indirectly, reverse engineer, decompile, reproduce, or otherwise attempt to derive source code, trade secrets, or other intellectual property from any information, material, or technology of the other party or its licensors nor will Customer misuse, manipulate, or use the Edge Orchestrator for purposes other than that for which it was intended. Except for the foregoing Template License, nothing in these Terms of Use convey, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors.
2. Unauthorized Testing. Customer is specifically prohibited from conducting unannounced or unscheduled test firewall attacks, penetration testing or external network scans on Lumen’s network and infrastructure without the prior written consent of Lumen.
3. Liabilities; Disclaimer.
1. Direct Damages. Except for anypayment obligations of Customer and subject to the Damages Limitations provision in the Lumen Platform for Edge Services Terms or similar waiver of consequential damages provision in the Agreement, the total aggregate liability of each party arising from or related to the claim will not exceed in the aggregate charges paid or payable to Lumen for use of Lumen Edge Orchestrator in the twelve (12) months immediately preceding the first event giving rise to the cause of action (“Damage Cap”). Notwithstanding the foregoing, Lumen’s total aggregate liability for direct damages arising out of or related to Lumen Edge Orchestrator provided free of charge is limited to $100.00.
2. Additional Disclaimer of Warranties. LUMEN MAKES NO EXPRESS WARRANTIES, WRITTEN OR ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES PERMITTED UNDER APPLICABLE LAW. ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE AND NON-INFRINGEMENT, THAT PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURITY INCIDENT FREE, THAT ANY HARDWARE OR SOFTWARE WILL BE ERROR FREE OR COMPATIBLE WITH CUSTOMER SYSTEMS, THAT SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR MALICIOUS ACTIVITY, THAT ANY SERVICES PERFORMED COMPLY WITH OR SATISFY ANY APPLICABLE GOVERNMENTAL OR INDUSTRY DATA SECURITY OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST, CORRUPTED, ALTERED OR ACCESSED, INCLUDING TRANSMISSION BETWEEN LUMEN INFRASTRUCTURE AND/OR CUSTOMER’S OWN OR CONTRACTED INFRASTRUCTURE OR CUSTOMER ERRORS OR OMISSIONS IN SELF-PROVISIONING SERVICE. THE PREVIOUS DISCLAIMERS WILL NOT LIMIT CUSTOMER'S ABILITY TO SEEK ANY APPLICABLE SLA REMEDIES. Any obligation of Lumen to defend, indemnify or hold Customer harmless for any intellectual property related claims as may be set forth in the Agreement are hereby disclaimed in their entirety by Customer with respect to Lumen Edge Orchestrator.
3. Lumen Edge Orchestrator is provided “AS-IS” and “AS-AVAILABLE with no service level agreement of any kind. Unavailability of Edge Orchestrator means those features of Edge Orchestrator only and it is not expected to affect Customer’s access to Services.
11. Security Obligations. Lumen has adopted and implemented, and will maintain, a corporate information security program designed to protect Lumen infrastructure from unauthorized access, use, or disclosure. The program includes formal information security policies and procedures, which are reviewed annually and updated as necessary to address evolving threats. The security measures of the information security program generally apply to Lumen’s systems, facilities and standard services and certain measures may not apply or may be applied differently to customized services, configurations, or environments ordered or as deployed by Customer. Lumen will maintain its information security program in accordance with applicable state, federal, and international laws and regulations governing the privacy and protection of data (“Privacy Laws”).
12. Beta Programs.
    1. Lumen may from time-to-time offer or make available certain features or applications noted as a pre-release version (each, a “Beta Service”). All Beta Services active and accessible are collectively known as the “Beta Program”. Customer’s participation in any Beta Services and the Beta Program is voluntary.
    2. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA SERVICE IS DESIGNATED AS A “PRE-RELEASE” OR “BETA” SERVICE, IS NOT A FULLY TESTED SERVICE, AND HAS NOT BEEN COMPLETED ACCORDING TO LUMEN’S NORMAL DEVELOPMENT PROCEDURES. THE BETA SERVICE MAY CONTAIN BUGS, MAY NOT OPERATE PROPERLY OR PERFORM ALL INTENDED FUNCTIONS, AND MAY CAUSE ERRORS, DATA LOSS, OR OTHER PROBLEMS. CUSTOMER ACCEPTS THE BETA SERVICE ON AN “AS IS”, “AS AVAILABLE” BASIS, WITH “ALL FAULTS”. BETA OFFERINGS (A) MAY BE CHANGED, SUSPENDED OR DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE TO CUSTOMER. LUMEN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES (EXPRESS OR IMPLIED) REGARDING THE BETA SERVICE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONTAINED IN THE APPLICABLE AGREEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE BETA SERVICE(S) REMAINS SOLELY WITH THE CUSTOMER. NEITHER LUMEN NOR ANY OF ITS SUPPLIERS WILL BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO USE OF THE BETA SERVICES, THE SERVICES OR YOUR PARTICIPATION IN THE BETA PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, LOSS OF TIME OR BUSINESS), WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT OR OTHERWISE, AND REGARDLESS OF WHETHER LUMEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S SOLE REMEDY FOR ANY FAILURE BY LUMEN TO PROVIDE THE BETA SERVICES OR ANY DAMAGES OR LIABILITY ARISING THEREFROM IS TO DISCONTINUE OR DISCONNECT THE BETA SERVICES.
    3. Except as otherwise expressly indicated in a written notice or the documentation for a given Beta offering, (i) Beta services may not be covered by otherwise available Lumen provided support and (ii) any applicable data processing and security terms or obligations do not apply to Beta services and Customer should not use Beta services to process personal data or other data subject to legal or regulatory compliance requirements.