MSP Scope Addendum
This MSP Scope Addendum (this “Addendum”) is entered into by and between RavenTek Solution Partners, LLC (“Provider” or “RavenTek”) and the customer identified below or in the applicable Order Form (“Customer”). This Addendum supplements the ManagedDEX End User License Agreement (the “EULA”) and the Software Support Services Agreement (the “SSSA”) between the parties, is incorporated into and applies to each Order Form that identifies MSP or Managed Client endpoint use or incorporates this Addendum, and is effective upon execution by the parties or incorporation into an executed Order Form, whichever occurs first. Capitalized terms not defined here have the meanings given in the EULA, the SSSA, or the applicable Order Form.
1. Managed Clients; Definitions
“Managed Client” means a third party for whom Customer provides managed digital-experience or endpoint-management services and whose endpoints Customer is authorized to monitor and manage using Talon under an applicable Order Form. “Customer” is the “Licensee” under the EULA and the customer under the SSSA and each applicable Order Form. Customer personnel and contractors whom Customer authorizes to operate Talon on Customer’s behalf may qualify as Authorized Users under the EULA, subject to its terms; a Managed Client does not become an Authorized User merely because Customer provides services for it or manages its endpoints. The EULA, SSSA, their schedules and annexes, the Data Protection Exhibit, the ManagedDEX Acceptable Use Policy (the “Acceptable Use Policy”), this Addendum, and each applicable Order Form are collectively the “Governing Agreements.” The ManagedDEX Privacy Policy (the “Privacy Policy”) applies to RavenTek’s processing for its own business purposes as stated in that policy and does not replace or modify the Governing Agreements.
2. License Scope Extension
Subject to the Governing Agreements, Provider authorizes Customer to use Talon to deliver managed digital-experience and endpoint-management services for Managed Client endpoints. This authorization is limited to the quantities, term, Territory, scope, and Managed Endpoint entitlements stated in the applicable Order Form. Customer is the sole RavenTek licensee and contracting counterparty. Customer shall not resell, sublicense, distribute, or provide any Managed Client or other Third Party with direct access to Talon, the Documentation, or any Customer-Authorized Data Source, or with any independent right to use or enforce the Governing Agreements, except as RavenTek expressly approves in writing. All use by or for a Managed Client is Customer’s use under the Governing Agreements.
3. Multi-Tenancy and Isolation
Customer shall configure and operate Talon, and Provider shall provide the applicable services, to maintain logical tenant and data separation among Customer and each Managed Client, consistent with the Governing Agreements. Nothing in this Addendum reduces any security, access-control, or data-segregation obligation under the SSSA or the Data Protection Exhibit.
4. Client Authorization and Flow-Down
Customer represents, warrants, and shall ensure that, for each Managed Client, endpoint, data source, and applicable person or data subject, Customer has obtained and maintains all rights, notices, authorizations, instructions, and consents required for the access, monitoring, collection, processing, transfer, and management performed through Talon. Before enabling Managed Client use, Customer shall bind the Managed Client by a written agreement containing use restrictions, confidentiality, security, data-protection, cooperation, and applicable third-party terms, including the Bundled Aternity Component terms, at least as protective of RavenTek and its licensors as the EULA, SSSA, Data Protection Exhibit, Acceptable Use Policy, and applicable third-party terms. Customer shall ensure that each Managed Client and each person permitted to access or use Talon in connection with that Managed Client complies with the Acceptable Use Policy. Customer is responsible for each Managed Client and for all acts, omissions, access, and use under Customer’s account as if they were Customer’s own.
5. Metering Across Managed Clients
Unless the applicable Order Form expressly states otherwise, entitlements and usage are measured in the aggregate across Customer’s internal endpoints and all Managed Client endpoints. Measurement will use the EULA’s Managed Endpoint and License In Use (LiU) methodology and the quantities and measurement terms in the applicable Order Form. The Governing Agreements’ reporting, overage, audit, and true-up provisions apply to Customer’s total aggregate use.
6. Data Protection Chain
The Data Protection Exhibit (Schedule B of the EULA) governs the processing of Personal Information. The Privacy Policy describes RavenTek’s processing for its own business purposes; Customer Data and Managed Client data that RavenTek processes on Customer’s documented instructions remain governed by the Governing Agreements. Each party’s status as controller, processor, or subprocessor will be determined by its actual processing activities and applicable law, and not solely by labels in this Addendum. To the extent Customer acts as a processor for a Managed Client and RavenTek processes Personal Information on Customer’s behalf, RavenTek will act as Customer’s subprocessor as provided in the Data Protection Exhibit. Customer is responsible for establishing and documenting the legally required allocation of responsibilities with each Managed Client and for providing RavenTek only lawful processing instructions.
7. Third-Party / Aternity Flow-Down
The Bundled Aternity Component and other Third-Party Materials remain subject to Schedule A and all applicable third-party platform, licensor, and end-user terms. Customer shall ensure that each Managed Client use complies with the applicable Territory, authorized-use, quantity, and licensing restrictions and does not exceed the scope of any third-party license.
8. Order of Precedence
In the event of a conflict, the order of precedence is: (a) the applicable Order Form; (b) this Addendum, solely with respect to MSP and Managed Client endpoint use; (c) the SSSA and its schedules; (d) the EULA and its annexes; and (e) the Acceptable Use Policy. The Privacy Policy does not modify the Governing Agreements. Except as expressly modified by this Addendum for that limited purpose, the underlying Governing Agreements remain unchanged and in full force and effect.
9. Suspension
RavenTek may suspend affected Managed Client access or use upon unauthorized use, a violation of the Acceptable Use Policy, an actual or reasonably suspected security risk, violation of applicable law, a requirement or restriction imposed by a third-party platform or licensor, or any circumstance permitting suspension under the Governing Agreements. RavenTek may limit a suspension to the affected Managed Client, endpoint, account, data source, or functionality where reasonably practicable, without limiting any broader suspension right under the Governing Agreements.
10. Term and Effect of Termination
Customer’s MSP authorization under this Addendum terminates automatically upon expiration or termination of the applicable Order Form, EULA, or SSSA. Upon termination, Customer shall cease the affected access and use and shall return, delete, or otherwise address Managed Client data as required by the Governing Agreements. Termination of this Addendum does not alter provisions of the Governing Agreements that expressly or by their nature survive.
11. Application of Governing Agreements
The confidentiality, warranty, indemnity, limitation-of-liability, audit, suspension, termination, and survival provisions of the Governing Agreements apply to MSP use and to Managed Client-related acts, omissions, use, data, and claims. This Addendum creates no direct duty or liability from RavenTek to a Managed Client and does not enlarge RavenTek’s obligations or liability under the Governing Agreements.
12. No Third-Party Beneficiaries
Managed Clients and all other third parties are not third-party beneficiaries of this Addendum or any other Governing Agreement and have no right to enforce them against RavenTek.