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Update CSA.md export controls
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Added definitions for Embargoed Country and OFAC and expanded export controls language.
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@tblt
tblt authored Mar 21, 2024
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10. <span class="header_3" id="12.10">Independent Contractors.</span> The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
11. <span class="header_3" id="12.11">No Third-Party Beneficiary.</span> There are no third-party beneficiaries of this Agreement.
12. <span class="header_3" id="12.12">Force Majeure.</span> Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse <span class="coverpage_link">Customer’s</span> obligations to pay Fees.
13. <span class="header_3" id="12.13">Export Controls.</span> <span class="coverpage_link">Customer</span> may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
13. <span class="header_3" id="12.13">Export Controls.</span> <span class="coverpage_link">Customer</span> may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. <span class="coverpage_link">Customer</span> represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. <span class="coverpage_link">Provider</span> may terminate this Agreement immediately without notice or liability to comply, as determined in <span class="coverpage_link">Provider’s</span> sole discretion, with applicable export controls and sanctions laws and regulations.
14. <span class="header_3" id="12.14">Government Rights.</span> The Cloud Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
15. <span class="header_3" id="12.15">Anti-Bribery.</span> Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist <span class="coverpage_link">Provider</span> or <span class="coverpage_link">Customer</span> in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
16. <span class="header_3" id="12.16">Titles and Interpretation.</span> Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
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11. <span id="13.11">**"Customer Content"**</span> means data, information, or materials submitted by or on behalf of <span class="coverpage_link">Customer</span> or Users to the Product but excludes Feedback.
12. <span id="13.12">**"Discloser"**</span> means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
13. <span id="13.13">**"Documentation"**</span> means the usage manuals and instructional materials for the Cloud Service or Software that are made available by <span class="coverpage_link">Provider</span>.
14. <span id="13.14">**"Feedback"**</span> means suggestions, feedback, or comments about the Product or related offerings.
15. <span id="13.15">**"Fees"**</span> means the applicable amounts described in an Order Form.
16. <span id="13.16">**"Force Majeure Event"**</span> means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
17. <span id="13.17">**"Framework Terms"**</span> means these Standard Terms, the Key Terms between <span class="coverpage_link">Provider</span> and <span class="coverpage_link">Customer</span>, and any policies and documents referenced in or attached to the Key Terms.
18. <span id="13.18">*"GDPR"**</span> means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
19. <span id="13.19">**"High Risk Activity"**</span> means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
20. <span id="13.20">**"Indemnifying Party"**</span> means a party to this Agreement when the party is providing protection for a particular Covered Claim.
21. <span id="13.21">**"Key Terms"**</span> means a Cover Page that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Covered Claims, set the <span class="keyterms_link">Governing Law</span>, or contain other details about this Agreement.
22. <span id="13.22">**"Order Form"**</span> means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in the Framework Terms. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Cloud Service, length of <span class="orderform_link">Subscription Period</span>, or other details about the Product.
23. <span id="13.23">**"Personal Data"**</span> will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
24. <span id="13.24">**"Product"**</span> means the Cloud Service, Software, and Documentation.
25. <span id="13.25">**"Prohibited Data"**</span> means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
26. <span id="13.26">**"Protected Party"**</span> means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
27. <span id="13.27">**"Recipient"**</span> means a party to this Agreement when the party receives Confidential Information from the other party.
28. <span id="13.28">**"Software"**</span> means the client-side software or applications made available by <span class="coverpage_link">Provider</span> for <span class="coverpage_link">Customer</span> to install, download (whether onto a machine or in a browser), or execute as part of the Product.
29. <span id="13.29">**"Standard Terms"**</span> means these Common Paper Cloud Service Agreement Standard Terms Version 2.0, which are posted at <https://commonpaper.com/standards/cloud-service-agreement/2.0/>.
30. <span id="13.30">**"Usage Data"**</span> means data and information about the provision, use, and performance of the Product and related offerings based on <span class="coverpage_link">Customer’s</span> or User’s use of the Product.
31. <span id="13.31">**"User"**</span> means any individual who uses the Product on <span class="coverpage_link">Customer’s</span> behalf or through <span class="coverpage_link">Customer’s</span> account.
32. <span id="13.32">**"Variable"**</span></span> means a word or phrase that is highlighted and capitalized, such as <span class="orderform_link">Subscription Period</span> or <span class="keyterms_link">Governing Law</span>.
14. <span id="13.14">**"Embargoed Country"**</span> means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
15. <span id="13.15">**"Feedback"**</span> means suggestions, feedback, or comments about the Product or related offerings.
16. <span id="13.16">**"Fees"**</span> means the applicable amounts described in an Order Form.
17. <span id="13.17">**"Force Majeure Event"**</span> means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
18. <span id="13.18">**"Framework Terms"**</span> means these Standard Terms, the Key Terms between <span class="coverpage_link">Provider</span> and <span class="coverpage_link">Customer</span>, and any policies and documents referenced in or attached to the Key Terms.
19. <span id="13.19">**"GDPR"**</span> means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
20. <span id="13.20">**"High Risk Activity"**</span> means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
21. <span id="13.21">**"Indemnifying Party"**</span> means a party to this Agreement when the party is providing protection for a particular Covered Claim.
22. <span id="13.22">**"Key Terms"**</span> means a Cover Page that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Covered Claims, set the <span class="keyterms_link">Governing Law</span>, or contain other details about this Agreement.
23. <span id="13.23">**"OFAC"**</span> means the United States Department of Treasury's Office of Foreign Assets Control.
24. <span id="13.24">**"Order Form"**</span> means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in the Framework Terms. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Cloud Service, length of <span class="orderform_link">Subscription Period</span>, or other details about the Product.
25. <span id="13.25">**"Personal Data"**</span> will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
26. <span id="13.26">**"Product"**</span> means the Cloud Service, Software, and Documentation.
27. <span id="13.27">**"Prohibited Data"**</span> means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
28. <span id="13.28">**"Protected Party"**</span> means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
29. <span id="13.29">**"Recipient"**</span> means a party to this Agreement when the party receives Confidential Information from the other party.
30. <span id="13.30">**"Software"**</span> means the client-side software or applications made available by <span class="coverpage_link">Provider</span> for <span class="coverpage_link">Customer</span> to install, download (whether onto a machine or in a browser), or execute as part of the Product.
31. <span id="13.32">**"Standard Terms"**</span> means these Common Paper Cloud Service Agreement Standard Terms Version 2.0, which are posted at <https://commonpaper.com/standards/cloud-service-agreement/2.0/>.
32. <span id="13.33">**"Usage Data"**</span> means data and information about the provision, use, and performance of the Product and related offerings based on <span class="coverpage_link">Customer’s</span> or User’s use of the Product.
33. <span id="13.33">**"User"**</span> means any individual who uses the Product on <span class="coverpage_link">Customer’s</span> behalf or through <span class="coverpage_link">Customer’s</span> account.
34. <span id="13.34">**"Variable"**</span></span> means a word or phrase that is highlighted and capitalized, such as <span class="orderform_link">Subscription Period</span> or <span class="keyterms_link">Governing Law</span>.

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