End User License Agreement for Ubuntu Server 11.10 + Ubuntu Advantage (Silver)
Services Agreement


This Services Agreement (the "Agreement") is a legally binding agreement between Canonical Group Limited, a company registered in England (company number 6870835) whose registered office is at 27th Floor, Millbank Tower, London SW1P 4QP ("Canonical"), and the entity or individual identified in the purchase or registration process of which this Agreement is a part

(the "Customer").

As used in this Agreement, each of Canonical and Customer is a "Party" and together they are the "Parties."
Background

A. Canonical is the commercial sponsor of the Ubuntu operating system and Customer is an end user of one or more versions of the Ubuntu operating system.

B. Customer wishes to purchase the Services through the Amazon Marketplace.

C. Canonical will perform the Services for Customer, and Customer will pay Fees pursuant to this Agreement.

The Parties therefore agree as follows:

Interpretation

When used in this Agreement the following terms have the following meanings:

Affiliate: a corporate entity that, directly or indirectly, controls, is controlled by or is under common control with a Party, where "control" means ownership of more than 50% of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such corporate entity.

Amazon Marketplace: the online store front, ordering mechanism, and payment collection service provided by AWS.

AWS: Amazon Web Services LLC.

Canonical Group: Canonical and its Affiliates.

Canonical Trade Mark Policy: Canonical trade mark policy and brand guidelines as amended from time to time and found at http://www.ubuntu.com/aboutus/trademarkpolicy

Confidential Information: any information identified by a Party as confidential and/or which a Party ought reasonably by its nature know is of a confidential nature and includes, without limitation, the terms of this Agreement.

Customer Instance: the Customer's virtual cloud guest instances running Ubuntu on the AWS cloud hosting service.

Fee(s): the amounts payable by the Customer for the Services and/or the licence of the Licensed Trade Marks.

Intellectual Property Rights: copyright, database right, patents, registered and unregistered design rights, industrial design rights, mask works, registered and unregistered trade marks, domain names and trade secrets and their equivalent in any part of the world and all rights to apply for any of the above worldwide.

Licensed Trade Marks: the Ubuntu name and logos in which Canonical has trade mark rights (whether or not registered or subject to a trade mark application).

Open Source Software: any software which is distributed under any of the many known variations of licence terms which allow the free distribution and modification of the software?s source code or which require all distributors to make such source code freely available upon request, including any contributions or modifications thereto made by such distributor.

Order: Customer's request for Services in the form of a purchase through the Amazon Marketplace.

Personnel: with respect to a specified Party, individuals working for the specified Party as employees or contractors.

Services: the services to be performed by Canonical as set out in Exhibit A.

Term: The period of time beginning on the date of Customer's Order and ending when the Customer no longer has any Customer Instances.

Ubuntu: a version of the Ubuntu operating system which is supported by Canonical pursuant to Canonical's public announcements and support schedule and is either Canonical's standard version with no modifications or a version modified by Canonical and delivered to Customer hereunder.

Ubuntu Assurance Programme: Canonical's offering with respect to Ubuntu known as "Ubuntu Assurance" as may be modified by Canonical from time to time and described at http://www.canonical.com/enterprise-services/ubuntu-advantage/assurance.

Services

Subject to this Agreement and in consideration of Customer's payment in full of the applicable Fees when due, Canonical shall provide the Services directly or through another service provider during the Term. Canonical will deliver the Services using reasonable skill and care and through suitably qualified Personnel.
Licences and Intellectual Property

Subject to this Agreement, Customer's compliance with the Canonical Trade Mark Policy, and in consideration of Customer's payment of the Fees when due, Canonical grants to the Customer, for the Term, a worldwide, non-exclusive licence to use the Licensed Trade Marks solely in association with Ubuntu on the Customer Instance.

Any and all Intellectual Property Rights developed or created by or on behalf of a Party shall be owned solely by the Party that developed or created such Intellectual Property Rights. For example, any Intellectual Property Rights created by Canonical in the provision of the Services shall remain the property of Canonical.

Customer shall comply with all applicable software licences, including without limitation licences for Open Source Software provided by Canonical in the provision of the Services and in Ubuntu.

Customer Responsibilities

Customer may use the Services only in connection with the Customer Instance and only during the Term. Customer shall not use the Services to manage additional or different equipment or instances without the prior written consent of Canonical. Customer may not resell the Services.

Where any information or action on the part of the Customer or its representatives is required by the Canonical Group to enable Canonical to provide the Services, Customer and/or its representatives shall, at its own expense, provide such information and assistance (including access to Customer's Personnel) in a timely manner.

Customer shall be responsible for ensuring back-up of all data and software and Canonical shall not be liable for any loss of data or software or corruption to or damage of data or software.

Customer shall provide Canonical with contact information for Customer's technical contact and region information.
Service Specific Terms

With respect to Services which include access to online services provided by Canonical such as Canonical's "Hosted Landscape" Service or support portal, the Customer shall not: allow any unauthorized access to the Services; or tamper with the Services or insert any data or information into the Services, which may affect the Services, cause any damage to Canonical or third parties, or be unlawful. Canonical may monitor Customer's connections to online service elements of the Services.
Confidentiality and Data Protection

Each Party shall and shall cause its officers, Personnel and agents to keep secret and confidential all Confidential Information of the other and shall not copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this Agreement; provided that Canonical may disclose Customer Confidential Information within the Canonical Group, including to the officers, Personnel and agents of the Canonical Group.

The obligation of confidence shall not apply where the Confidential Information: is required to be disclosed by operation of law; was lawfully in the possession of the recipient prior to disclosure by the other Party; is subsequently lawfully acquired from a third party or independently developed by the recipient without breach of any known obligation of confidence; is or becomes generally available to the public through no act or default of the recipient; or is disclosed on a confidential basis for the purposes of obtaining professional advice.

Each Party shall give the other prompt written notice of any disclosure of the party's Confidential Information as required by operation of law.

Each Party agrees that damages would not be an adequate remedy for any failure to comply with Clause 6.1 and that the other Party shall be entitled to the remedies of injunction, specific performance and/or other equitable relief for any threatened or actual failure to comply with Clause 6.1.
Fees and Payment

Customer shall pay the Fees in accordance with the process and terms set forth in the Amazon Marketplace.
Warranty Disclaimer

Neither Party makes any representations or warranties of any kind, whether oral or written, whether express, implied, or arising by statute, custom, course of dealing or trade usage, with respect to the subject matter hereof or otherwise in connection with this agreement. Each Party specifically disclaims any and all implied warranties or conditions of title, satisfactory quality, merchantability, satisfactoriness, fitness for a particular purpose and non-infringement.
Ubuntu Assurance

Customer is entitled to participate in the Ubuntu Assurance Programme in place from time to time, subject to the terms and conditions thereof.
Liability Limitations

Subject to Clauses 10.2 and 10.3, and except in the case of a breach of the confidentiality provisions herein, each party's aggregate liability to the other or any third party for all claims arising out of or in connection with this Agreement or out of the production, sale, supply or use of Ubuntu or Services thereunder, whether based upon contract, tort (including negligence) or otherwise, shall not exceed the actual amount of Fees paid or payable by Customer to Canonical during the preceding 12 months. Customer acknowledges that the Services do not include any hosting, cloud infrastructure, back-up, or similar services. Canonical shall have no liability for any downtime, infrastructure issues or loss of data with respect to the Customer Instances or Ubuntu.

Subject to clause 10.3, and except in the case of a breach of the confidentiality provisions herein, in no event shall either Party be liable to the other or any third Party for any indirect, special, incidental, punitive, or consequential loss or damage or for any loss of or damage to data, ex gratia payments, loss of profit, loss of contract or loss of other economic advantage (in each case whether direct or indirect) howsoever arising out of or in connection with this Agreement or any collateral contract, or the production, sale, supply or use (by Canonical, the Customer or any third party) of Ubuntu or Services provided under this Agreement, even if that party has previously been advised of the possibility of the same and whether foreseeable or not. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. For the avoidance of doubt this Clause 10.2 shall not apply in relation to the Customer?s obligation to pay the Fees.

The Parties understand and agree that the limitations of liability set forth in this Clause 10 are a reasonable allocation of risk between the Parties, and, absent such allocation, Canonical would not have entered into this Agreement. Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury; any misrepresentation fraudulent or otherwise; or any other liability which it is not permitted to exclude or limit as a matter of applicable law.
Term and Termination

This Agreement shall come into force on the date Customer accepts its terms and conditions by placing an Order for the Services through the Amazon Marketplace and shall continue for the Term, unless earlier terminated as provided in Clause 11.2 or 11.3.

Customer may terminate this Agreement for convenience at any time.

This Agreement may be terminated immediately by notice in writing if the other Party:

commits a material breach of this Agreement (including without limitation late payment) and, if such breach is capable of remedy, fails to remedy the breach within 14 days of receiving notice thereof;

enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction); becomes insolvent; ceases or threatens to cease to carry on business; or any similar event.

Customer shall not be entitled to any refund of Fees paid prior to termination.

Upon expiration or termination of this Agreement for any reason, all licences granted to Customer under this Agreement shall terminate forthwith and Canonical will have no obligation to provide any Services.

Clauses 1, 3.2, 3.3, 6, 7, 8, 10, 11, 12, 13 and 14 of this Agreement shall survive termination.
Escalation

If there is a disagreement in relation to this Agreement, the Parties shall use their reasonable endeavours to negotiate and settle the disagreement. If it is not possible to settle the disagreement within 14 days, representatives of both parties shall meet to try to resolve the matter. If the matter is not resolved within a further 14 days, the matter may be referred by either Party to a meeting between the senior managers of the Parties. Subject to Clause 12.2, neither Party shall refer any dispute to the courts unless and until the dispute resolution procedures of this Clause 12 have been followed.

Nothing in this Clause 12 shall prevent either Party applying to the courts of any country for injunctive or other interim relief.
General

Neither Party shall be liable for any breach of this Agreement directly or indirectly caused by circumstances beyond the reasonable control of that Party and which prevent that Party from performing its obligations to the other, provided that a lack of funds shall not be regarded as a circumstance beyond that Party's reasonable control.

Neither Party may assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under this Agreement (or purport to do so) without the other Party's prior written consent except to an Affiliate pursuant to a bona fide re-structure, merger, consolidation, sale of all or substantially all of its assets, or a sale of the business to which the Services relate.

Unless the right of enforcement is expressly granted, it is not intended that any provision of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999, as amended from time to time, by any person who is not a Party to this Agreement. Any member of the Canonical Group may enforce this Agreement against the Customer.

No amendment or modification of this Agreement will be valid or binding upon the Parties unless made in writing and signed by the duly authorized representatives of both parties. In addition, a failure or delay by a Party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy by that Party.

This Agreement represents the entire terms agreed between the Parties in relation to its subject matter and supersedes all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the Parties relating to its subject matter. No terms or conditions included in or delivered with or contained in any Customer acceptance of Services, proposal, purchase order or similar document will form part of any Agreement or otherwise bind Canonical, even if Canonical signs that acceptance, proposal, order or similar document and does not expressly reject those terms or conditions.

Each of the provisions of this Agreement shall be construed as independent of every other such provision, so that if any provision of this Agreement shall be determined by any court of competent authority to be illegal, invalid and/or unenforceable this shall not affect any other provision of this Agreement, which shall remain in full force and effect.

Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting either Party as the agent of the other Party. No Party shall have the authority to bind the other Party or to contract in the name of or create a liability against the other Party.

Any notice required to be given or sent under this Agreement shall be in writing and either delivered personally or sent by first class registered post (or equivalent) to the registered office for the time being of the recipient.

Canonical may provide copies of this Agreement in different languages for information purposes. In the event of any conflict between the versions of this Agreement in different languages, the English language version of this Agreement shall prevail and shall be used in any court proceedings.
Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and the Parties hereby submit to the exclusive jurisdiction of the courts of England, except when a Party seeks immediate injunctive relief (for example, in connection with a breach or impending breach of confidentiality obligations) that would not be reasonably effective unless obtained in the jurisdiction of the conduct at issue. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Exhibit A
Ubuntu Advantage Cloud Guest OnDemand
Service Description

Objectives

This service description defines the Cloud Guest Services Canonical will provide to Customer under Customer's agreement with Canonical.

Service initiation

Upon commencement of the Services, Canonical will provide a single set of login credentials to Customer to access Canonical's systems management service, support web portal to submit support cases, and on-line knowledge base.

Customer may change the specific technical contacts at any time by written request.
Systems management and monitoring

Canonical will make the Landscape service available to Customer during the Term. Customer may register their Customer Instances with Canonical's systems management and monitoring hosted service known as "Landscape" and use the Landscape service to manage and monitor their Customer Instances.
Knowledge base access

Canonical will make its knowledge base of support issues and resolutions available to Customer during the Term.
Ubuntu Assurance

Ubuntu Advantage Cloud Guest entitles the Customer to legal assurance for their use of Ubuntu through the Ubuntu Assurance Programme. This legal assurance is based on terms and conditions that can be found on the Canonical website.
Support

Ubuntu Advantage Cloud Guest entitles the Customer to receive support for as many Customer iInstances as are running that he runs under the same level of coveraqe bearing an additional cost charged by AWS.

Canonical will provide installation, configuration, maintenance and management support for any standard version of Ubuntu which is within its life-cycle on the Customer Instance.

Canonical will provide a reasonable level of assistance to the Customer to deploy Ubuntu Server on cloud infrastructures from an image officially provided by Canonical for that particular provider.

Canonical will support the deployment, applications and system administration of Ubuntu as described in the Appendix.

The Ubuntu distribution is a collection of many elements of open source software. Canonical will not be able to resolve all issues, even on packages that are supported. For any supported application Canonical will attempt to provide a Resolution which will consist of a workaround or a full solution. Canonical does not guarantee a resolution or resolution time.
Submitting support requests

The Customer may submit support requests ("Cases") through Canonical's support web portal (only possibility for Bbronze Llevel) or by contacting the support team by telephone (Ssilver and Ggold levels only).

Canonical will keep a record of each Case within the support web portal to enable the Customer to see all current Cases, enter new Cases, review historical Cases and edit or respond to current Cases. Customer may configure to support web portal to send email notifications to Customer of updates to a Case.

All Cases are assigned a ticket number and responded to automatically. All correspondence and telephone calls are logged with a time-stamp for quality assurance.

Level 1 and Level 2 issues must be reported by telephone (except for bronze level). When reporting a Case the Customer must specify how the issue is affecting their use of Ubuntu. The Customer must provide all information requested by Canonical to resolve the Case.

There is no limit to the number of Cases Customer may submit for their Customer Instances. A single support Case consists of a discrete problem, issue or request although it may consist of a number of interactions with Canonical's support engineers.
Support severity levels

Upon receipt of a Case report, a Canonical support engineer will commence efforts to verify the Case and set the severity level. Canonical will work with the Customer to assess the urgency of a Case and to assign the appropriate severity level.

The Canonical support engineer will respond as soon as practicable to the Customer after setting the severity level and within the response time for the severity level listed below.

Canonical's support engineer will work on diagnosing and resolving the Case during the effort period for the severity level listed below.

The tables below show the method for reporting Cases, the level of response from Canonical to the Case report and the effort period that will be used to resolve the Case.

Ubuntu Advantage Cloud Guest response levels table

Bronze Level

Severity Level


Effort Period


Response Method


Cloud Guest OnDemand Bronze Response Time

Level 1


business hours


online


5 days

Level 2


Business hours


online


5 days

Level 3


Business hours


Online


5 days

Level 4


Business hours


Online


5 days
Silver Level

Severity Level


Effort Period


Response Method


Cloud Guest Unlimited Response Time

Level 1


Business hours


Phone


2 hours

Level 2


Business hours


Phone


4 business hours

Level 3


Business hours


Online or phone


1 business day

Level 4


Business hours


Online or phone


1 business day
Gold Level

Severity Level


Effort Period


Response Method


Cloud Guest Unlimited Response Time

Level 1


Continous effort


Phone


1 hour

Level 2


24x7


Phone


4 business hours

Level 3


24x7


Online or phone


1 business day

Level 4


24x7


Online or phone


1 business day



Support response definitions

When setting the severity level, Canonical's support team will use the definitions, and carry out operational procedures as stated in the table below.

Response definitions table

Severity


Definition


Responsibilities

Level 1


Core functionality not available.


Continuous effort will be provided by the appropriate Support Engineer(s) and/or a Development Engineer(s) to produce a work-around.

As soon as core functionality is available the Severity Level will be lowered to level 3 and a permanent Resolution developed.

Level 2


Core functionality severely degraded.


Canonical will use reasonable efforts during coverage hours to produce a work-around.

The Support Engineer will aim to produce a work-around that is sufficient to adjust the priority level to Level 3 where a permanent Resolution will be developed.

Level 3


Standard support request


Canonical will use reasonable efforts during the coverage hours to provide the Customer with a work-around as soon as possible balanced against higher Severity Level Cases.

Having provided a work-around Canonical's support Support Engineers will work on developing a permanent Resolution to the Case.

Level 4


Non-urgent issues


This Severity Level covers non-urgent problems including cosmetic issues, feature requests or information requests. For cosmetic issues or feature requests, a Support Engineer will review the issue to determine whether it is a product enhancement for a future release. Information requests will be reviewed and responded to with a reasonable level of effort during coverage hours.



Business and support coverage hours

The Customer will be able to contact Canonical 24 hours a day, Monday to Sunday.

The business hours for which Canonical will provide the Effort Period are defined by the Local business hours table. The Customer must select the time-zone for their coverage from those detailed below. Hours of coverage will be adjusted in accordance with locale specific daylight saving alterations.

Local business hours table




North America


UK & Central Europe


Eastern Europe, Middle East

Local Hours


09:00 - 21:00 EST


08:00 - 17:00 GMT

09:00 - 18:00 CET


10:00 - 17:00 MSK

09:00 - 17:00 EET

UTC Equivalent


12:00 - 05:00


08:00 - 17:00


06:00 - 15:00



Escalation

In the event that the Customer receives unsatisfactory service or wishes to escalate a Case for urgent action the Customer can escalate to GSS senior management.

Escalation contact table

Escalation level


Contact

Level 1


Global Support and Services Team

+1 514 940 8895

Level 2


Global Support and Services Manager

support-manager@canonical.com

+1 514 940 8910

Level 3


Director, Corporate Services

operations-director@canonical.co


Appendix 1 to Exhibit A - Support scope details

Installations: This covers all the aspects involved with installing and configuring Ubuntu Server, as well as the hosted Landscape service.

Installation scope


Description

Disk/Volume Management


Set-up LVM or EBS Volumes

Assistance recovering

Networking


Configuring dynamic or static network configuration

Setting up proxy settings in applications

Setting up interface aliases

Package and task selection


Recommendation on the specific packages to install for a particular use

Recommendation on the specific Task selection



Applications: This covers the various server configurations and included programs that are supported under Ubuntu Advantage Cloud Guest.

Applications scope


Description

Certified applications


Installation applications distributed through the Partner repository

Debugging issues that are caused by Ubuntu

Note: The Customer must have a valid support contract with the Certified Application vendor for complex debugging

FTP server


Installing and configuring FTP server

Enabling anonymous access and group permissions

Configuring security for the service

Optimising the server for performance

Debugging and resolving issues that arise

File sharing


Installing file sharing for Windows machines (Samba) or Linux machines (NFS)

Help configuring the file sharing service for users and groups

Setting up Ubuntu Server to authorise from a Windows Network

Assistance setting up entitled desktops to access the file sharing server

Troubleshooting and resolving file sharing issues

LAMP


Basic LAMP application support: Linux, Apache, MySQL PHP/Perl/Python

Java application server


Installing and configuring Tomcat and Tomcat applications

Mail server


Installation and configuration of mail server

Assistance with anti-spam and anti-virus configuration

Setting up client security with SSL/TLS

Troubleshooting and resolving mail server issues

Network services


Installation and configuration of the DHCP, DNS, and NTP to provide network services

Advanced set-up of DHCP options such as fixed IP addresses

Advanced set-ups using bonding, network file system

Advice on integration with internal name services

Troubleshooting issues with the servers

Web server


Assistance configuring Apache for site requirements

Installation of modules to support dynamic sites such as Perl and PHP

Assistance with logging and tuning Apache performance

Debugging and resolving issues with the Web Server

Advanced Networking


Configure VPN servers using Ubuntu

Run routing protocols on Ubuntu

Database


Installing database servers available in the Ubuntu Main repository

Setting-up databases and basic optimising the servers performance

Assistance securing the database server with access security

Assistance setting up backup and restore procedures for Databases

Debugging and solving problems with the database serve

System administration: System Administration covers the general configuration, management and maintenance activities that are needed to keep your Systems running smoothly. The major categories of support covered are set out below.

System administration scope


Description

Basic Backup


Installation of an appropriate backup application

Assistance configuring and deploying backup system

Help restoring from back-ups previously taken

Troubleshooting and resolving backup or restore problems

Cryptography


Assistance with the use of open source software (gnutls, gnupg) for a complete suite of cryptographic and certificate services tools; cryptography, secure communications and digital certificates.

Firewall


Installing the appropriate fire-walling application and kernel support

Assistance configuring the firewall to protect and alert against intrusion

Configuring the firewall to provide masquerading for a private server service

Kernel support


Kernel module installation, configuration and optimisation

Kernel debugging and issue resolution

Landscape


Guidance on using the Landscape service for systems administration

Help using the Landscape service to manage security and bug-fix updates

Installing and configuring automated updates

Server networking


Advanced configuration such as IP routing and aliasing

Setting up the server to act as an Internet gateway

System updates & upgrades


Assistance installing security or critical fix updates

Help planning and undertaking upgrades between Ubuntu releases

Troubleshooting and resolving update problems

Using package tools


Assistance using Ubuntu packaging tools

Logging and monitoring


Setting up system logging and monitoring tools: Nagios and Munin

Advanced logging configuration such as remote logging and specialised alerting

Managing system logging and monitoring with appropriate tools

Network Backup


Installation and configuration of Bacula Server(s)

Configuring Bacula to perform automatic network backups/restores

Server security


Assistance configuring the server in a secure fashion

Help configuring and setting up group permissions and password policies

Assistance using security tools, for example host vulnerability checking

Assistance using AppArmor to partition applications and services from each other

Advice on checking for compromise and recovering from a security breach

Advanced Systems Management


Configuration Management tools: puppet, etckeeper and Ensemble

Use of remote management capabilities (IPMI) where machines have that capability

Clustering


Clustered File Systems and clustering tools in the Ubuntu main repository

Setting up package repositories


Assisting customers who want to maintain their own repositories