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[IMP] legal/terms: update Odoo Enterprise for online use + data protection
Also removed the `online.rst` draft contract, which was never officially in use, and is now superseded by the unified Enterprise Agreement.
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legal/terms.rst

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@@ -7,7 +7,6 @@ Terms and Conditions
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.. toctree::
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:titlesonly:
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terms/online
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terms/odoo_sh_terms
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terms/enterprise
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terms/partnership

legal/terms/enterprise.rst

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Odoo Enterprise Subscription Agreement
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======================================
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.. note:: Version 7.1 - 2018-03-16
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.. note:: Version 8.0 - 2018-05-22
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.. v6: add "App" definition + update pricing per-App
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.. v7: remove possibility of price change at renewal after prior notice
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.. 7.1: specify that 7% renewal increase applies to all charges, not just per-User.
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.. v8.0: adapt for "Self-Hosting" + "Data Protection" for GDPR
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By subscribing to the Odoo Enterprise services (the "Services") provided by Odoo SA and its
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affiliates (collectively, "Odoo SA") in relation with Odoo Enterprise Edition or
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Odoo Community Edition (the "Software"), you (the "Customer") are agreeing to be bound by the
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affiliates (collectively, "Odoo SA") in relation with Odoo Enterprise Edition or Odoo Community
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Edition (the "Software"), hosted on Odoo SA's Cloud platforms (the "Cloud Platform") or
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on-premises ("Self-Hosting"), you (the "Customer") are agreeing to be bound by the
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following terms and conditions (the "Agreement").
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.. _term:
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1 Term of the Agreement
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=======================
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The duration of this Agreement (the “Term”) shall be minimally one year and as specified in writing
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at the signature of this Agreement, beginning on the date of the signature.
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The duration of this Agreement (the “Term”) shall be specified in writing at the signature of this
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Agreement, beginning on the date of the signature.
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It is automatically renewed for an equal Term, unless either party provides a written notice of
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termination minimum 30 days before the end of the Term by registered mail to the other party.
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termination minimum 30 days before the end of the Term to the other party.
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.. _definitions:
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App
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An "App" is a specialized group of features available for installation in the Software,
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and listed in the public Pricing section of `Odoo SA's website <https://www.odoo.com>`_ at the
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signature of this Agreement.
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and listed in the public Pricing section of `Odoo SA's website <https://www.odoo.com>`_.
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Bug
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Is considered a Bug any failure of the Software that results in a complete stop, error
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accounting requirements anymore).
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Covered Versions
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All Services provided under this Agreement are applicable only to the Covered Versions of
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Unless specified otherwise, the Services provided under this Agreement are applicable only
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to the Covered Versions of
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the Software, which include the 3 (three) most recently released major versions.
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To be covered by the current Agreement, Customer’s installations have to run the most recent
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To be covered by the current Agreement, the Customer has to run the most recent
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Covered Version at the time of this Agreement’s signature. When this is not the case,
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additional costs are applicable, as described in :ref:`charges`.
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.. _enterprise_access:
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3 Access to Odoo Enterprise Edition
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===================================
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3 Access to the Software
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========================
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The Customer can use the Software hosted on the Cloud Platform, or choose the Self-Hosting option.
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The Cloud Platform is hosted and fully managed by Odoo SA, and accessed remotely by the Customer.
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With the Self-Hosting option, the Customer instead hosts the Software on computer systems of their
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choice, that are not under the control of Odoo SA.
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For the duration of this Agreement, Odoo SA gives the Customer a non-exclusive, non-transferable
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license to use (execute, modify, execute after modification) the Odoo Enterprise Edition software,
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Policy, published at https://www.odoo.com/privacy.
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Upon expiration or termination of this Agreement, this license is revoked immediately and the
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Customer agrees to stop using the Odoo Enterprise Edition software.
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Customer agrees to stop using the Odoo Enterprise Edition software and the Cloud Platform.
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Should the Customer breach the terms of this section, the Customer agrees to pay Odoo SA an extra
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fee equal to 300% of the applicable list price for the actual number of Users and installed Apps.
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.. _services:
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4 Included Services
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===================
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4 Services
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==========
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4.1 Bug Fixing Service
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----------------------
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official Software will not be covered by this service.
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As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.
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If the bug has been addressed in a more recent revision of the Covered Version of the
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For Self-Hosting, if the bug has been addressed in a more recent revision of the Covered Version of the
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Software used by the Customer, the Customer agrees to update its systems to that revision in order
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to obtain the correction. The Customer will not be asked to upgrade to a more recent Covered
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Version of the Software as a remedy to a Bug.
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section of this Agreement, Odoo SA cannot be held liable for Bugs in the Software.
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4.2 Security Advisories Service
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-------------------------------
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4.2 Security Updates Service
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----------------------------
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.. _secu_self_hosting:
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Self-Hosting
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++++++++++++
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For the duration of this Agreement, Odoo SA commits to sending a "Security Advisory" to the Customer
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for any security Bug that are discovered in the Covered Versions of the Software, at least 2 weeks
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for any security Bug that is discovered in the Covered Versions of the Software, at least 2 weeks
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before making the Security Advisory public, unless the Bug has already been disclosed publicly by a
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third party.
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Security Advisories include a complete description of the Bug, its cause, its possible impacts
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as Confidential Information as described in :ref:`confidentiality` during the embargo period prior to
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the public disclosure.
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.. _secu_cloud_platform:
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Cloud Platform
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++++++++++++++
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Odoo SA commits to apply the security remedies for any security Bug discovered in a version of
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the Software hosted on the Cloud Platform, on all systems under its control, as soon as
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the remedy is available, without requiring any manual action of the Customer.
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.. _upgrade:
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4.3 Upgrade Services
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channel (typically Odoo SA's upgrade service website), in order to convert a database of the Software
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from one Covered Version of the Software to a more recent Covered Version (the "Target Version").
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Upgrade requests must include a complete backup copy of the Customer's database and the
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For the Cloud Platform, upgrade requests are submitted directly from the control panel of the
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Cloud Platform, and do not require any data upload. For Self-Hosting,
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upgrade requests must include a complete backup copy of the Customer's database and the
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associated data (typically obtained from the Backup menu of the Software). Where necessary for data
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security or regulation reasons, the Upgrade Service includes an optional tool to anonymize
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identifiable data inside a database before submitting the upgrade request, and a tool to restore
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corresponding data in order to be compatible with the Target Version. The Customer will receive an
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upgraded version of all installed third-party modules along with the upgraded database.
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.. _cloud_hosting:
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4.4 Cloud Hosting Services
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--------------------------
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For the duration of this Agreement, when the Customer chooses to use the Cloud Platform,
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Odoo SA commits to providing at least the following services:
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- Choice of multiple hosting regions (minimum 3: Europe, America, Asia/Pacific)
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- Hosting in Tier-III data centers or equivalent, with 99.9% network uptime
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- Grade A SSL (HTTPS) Encryption of communication
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- Fully automated, verified backups, replicated in multiple regions
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- Disaster Recovery Plan, tested regularly
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The details of the Cloud Hosting Services are described on the Service Level Agreement page at
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https://www.odoo.com/cloud-sla.
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.. _support_service:
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4.4 Cloud Hosting Services
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--------------------------
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Scope
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+++++
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For the duration of this Agreement, the Customer may open an unlimited number of support tickets
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free of charge, exclusively for questions regarding Bugs (see 4.1 Bug Fixing Service) or guidance
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with respect to the use of the standard features of the Software and Services
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(functionalities, intended use, configuration, troubleshooting).
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Other assistance requests, such as questions related to development, customizations,
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installation for Self-Hosting, or services requiring to access the Customer's database,
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may be covered through the purchase of a separate Service Pack.
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In case it’s not clear if a request is covered by this Agreement or a Service Pack,
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the decision is at the discretion of Odoo SA.
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Availability
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++++++++++++
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Tickets can be submitted online at https://www.odoo.com/help, or by phone directly to the
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various offices, subject to local opening hours.
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5 Charges and Fees
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5.1 Standard charges
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--------------------
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The standard charges for the Odoo Enterprise subscription, the Bug Fixing Service, Security Advisories
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Service and the Upgrade Service are based on the number of Users, the installed
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The standard charges for the Services are based on the number of Users, the installed
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Apps, the Software version used by the Customer, and specified in writing at the signature of the Agreement.
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When during the Term, the Customer has more Users or more installed Apps than specified at the time
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6.1 Customer Obligations
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------------------------
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.. FIXME: removed the clause about
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The Customer agrees to:
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- pay Odoo SA any applicable charges for the Services of the present Agreement, in accordance with
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- take all measures necessary to guarantee the unmodified execution of the part of the Software
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that verifies the validity of the Odoo Enterprise Edition usage, as described
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in :ref:`enterprise_access` ;
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- grant Odoo SA the necessary access to verify the validity of the Odoo Enterprise Edition usage
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upon request (e.g. if the automatic validation is found to be inoperant for the Customer);
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- appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
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When the Customer chooses to use the Cloud Platform, the Customer further agrees to:
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- take all reasonable measures to keep their user accounts secure, including by choosing
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a strong password and not sharing it with anyone else;
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- make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive
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activities, and strictly observe the rules outlined in the Acceptable Use Policy
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published at https://www.odoo.com/acceptable-use.
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When the Customer chooses the Self-Hosting option, the Customer further agrees to:
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- take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s
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data is safe and secure, acknowledging that Odoo SA cannot be held liable for any data loss;
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- grant Odoo SA the necessary access to verify the validity of the Odoo Enterprise Edition usage
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upon request (e.g. if the automatic validation is found to be inoperant for the Customer);
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.. _no_soliciting:
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compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of
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the compelled disclosure, to the extent permitted by law.
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.. _data_protection:
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6.5 Data Protection
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-------------------
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Definitions
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"Personal Data", "Controller", "Processing" take the same meanings as in the
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Regulation (EU) 2016/679 and the Directive 2002/58/EC,
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and any regulation or legislation that amends or replaces them
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(hereafter referred to as “Data Protection Legislation”)
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Processing of Personal Data
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+++++++++++++++++++++++++++
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The parties acknowledge that the Customer's database may contain Personal Data, for which the
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Customer is the Controller. This data will be processed by Odoo SA when the Customer instructs so,
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by using any of the Services that require a database (e.g. the Cloud Hosting Services or
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the Database Upgrade Service), or if the Customer transfers their database or a part of
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their database to Odoo SA for any reason pertaining to this Agreement.
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This processing will be performed in conformance with Data Protection Legislation.
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In particular, Odoo SA commits to:
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- (a) only process the Personal Data when and as instructed by the Customer, and for the purpose of
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performing one of the Services under this Agreement, unless required by law to do so,
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in which case Odoo SA will provide prior notice to the Customer, unless the law
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forbids it ;
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- (b) ensure that all persons within Odoo SA authorised to process the Personal Data have committed
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themselves to confidentiality ;
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- (c) implement and maintain appropriate technical and organizational measures to protect
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the Personal Data against unauthorized or unlawful processing and against accidental loss,
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destruction, damage, theft, alteration or disclosure ;
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- (d) forward promptly to the Customer any Data Protection request that was submitted
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to Odoo SA with regard to the Customer's database ;
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- (e) notify the Customer promptly upon becoming aware of and confirming any accidental,
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unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data ;
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- (f) notify the Customer if the processing instructions infringe applicable Data Protection
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Legislation, in the opinion of Odoo SA;
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- (g) make available to the Customer all information necessary to demonstrate compliance with the
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Data Protection Legislation, allow for and contribute reasonably to audits, including
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inspections, conducted or mandated by the Customer;
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- (h) permanently delete all copies of the Customer's database in possession of Odoo SA,
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or return such data, at the Customer’s choice, upon termination of this Agreement,
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subject to the delays specified in Odoo SA's
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`Privacy Policy <https://www.odoo.com/privacy>`_ ;
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With regard to points (d) to (f), the Customer agrees to provide Odoo SA with accurate contact
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information at all times, as necessary to notify the Customer's Data Protection responsible.
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Subprocessors
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+++++++++++++
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The Customer acknowledges and agrees that in order to provide the Services, Odoo SA may use
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third-party service providers (Subprocessors) to process Personal Data. Odoo SA commits to only
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use Subprocessors in compliance with Data Protection Legislation. This use will be covered by a
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contract between Odoo SA and the Subprocessor that provides guarantees to that effect.
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Odoo SA's Privacy Policy, published at https://www.odoo.com/privacy provides up-to-date information
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regarding the names and purposes of Subprocessors currently in use by Odoo SA for the
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execution of the Services.
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.. _termination:
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6.5 Termination
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6.6 Termination
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In the event that either Party fails to fulfill any of its obligations arising herein, and if such
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For the duration of this Agreement, Odoo SA commits to using commercially reasonable efforts to
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execute the Services in accordance with the generally accepted industry standards provided that:
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- the Customer’s computing systems are in good operational order and the Software is installed in a
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suitable operating environment;
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- the Customer provides adequate troubleshooting information and access so that Odoo SA can
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identify, reproduce and address problems;
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- the Customer’s computing systems are in good operational order and, for Self-Hosting, that
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the Software is installed in a suitable operating environment;
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- the Customer provides adequate troubleshooting information and, for Self-Hosting, any access
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that Odoo SA may need to identify, reproduce and address problems;
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- all amounts due to Odoo SA have been paid.
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The Customer's sole and exclusive remedy and Odoo SA's only obligation for any breach of this warranty

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