The Policy and Procedure Templates for FedRAMP Subscription Services shall be governed by the terms of the Agreement which includes this Appendix 2, and each Order entered into by Customer and MindPoint Group with respect to the Policy and Procedure Templates for FedRAMP Subscription Services.
MindPoint Group’s Policy and Procedure Templates for FedRAMP Subscription Services consists of MindPoint Group’s proprietary FedRAMP document template content (collectively the “Policy and Procedure Templates for FedRAMP”).
2.1. The following capitalized terms used in this Appendix shall have the respective meanings set forth below. Other capitalized terms used but not defined in this Appendix 2 have the meanings ascribed to them in the Agreement.
2.2. “Policy and Procedure Templates” or “Policy and Procedure Templates” or “Template” or “Templates” means the collection of Microsoft Word and/or Microsoft Excel document files containing MindPoint Group’s proprietary responses and documentation.
2.3. “FedRAMP” means the Federal Risk and Authorization Management Program (FedRAMP), which is a US government-wide program that provides a standardized approach to security assessment, authorization, and continuous monitoring for cloud products and services.
2.4. "FedRAMP PMO” means FedRAMP Program Management Office.
2.5. “Policy and Procedure Templates for FedRAMP Subscription Support Services” means the Policy and Procedure Templates for FedRAMP Subscription and related support services made available by MindPoint Group, as more fully described in Section 1.
2.6. “Policy and Procedure Templates for FedRAMP Subscription Term” means the subscription term during which Customer shall have access to the Policy and Procedure Templates for FedRAMP Subscription Services, as described in an Order Form and subject to the terms of the Agreement with respect to renewals.
2.7. “Update” means each new revision of the Policy and Procedure Templates that includes minor improvements in functionality and an accumulation of Corrections. MindPoint Group will use reasonable efforts to announce the release of a new revision.
Subject to Customer’s compliance with the terms and conditions of the MindPoint Group Subscription Terms and Conditions (including this Appendix 2), during the Policy and Procedure Templates Subscription Term (and subject to Customer’s payment of the applicable Fees), MindPoint Group hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable limited right to download and use the Policy and Procedure Templates in Microsoft Word and/or Microsoft Excel format exclusively for internal business purposes for Customer’s and its approved Affiliates’ own use.
4.1. Restrictions. Customer shall not: (i) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, loan or outsource the Policy and Procedure Templates or use or offer the Policy and Procedure Templates on a timeshare or service bureau basis, or use or offer the Policy and Procedure Templates as an application service provider or managed service provider offering except as provided for in the Order; (ii) copy the Policy and Procedure Templates onto any public or distributed network, except for an internal and secure cloud computing environment; (iii) modify, adapt, translate or create derivative works, nor allow any of those actions to occur, based on all or any part of the Policy and Procedure Templates; or (iv) modify any proprietary rights notices which appear in the Policy and Procedure Templates or components thereof.
4.2. Customer Responsibilities. Customer covenants and agrees that it shall: (i) perform those tasks and assume those responsibilities required of it by MindPoint Group in order for MindPoint Group to deliver the Policy and Procedure Templates; (ii) comply with all Applicable Laws when using the Policy and Procedure Templates; and (iii) ensure that only Authorized Users use the Policy and Procedure Templates and only as intended and in accordance with the terms of the Agreement and any provided Documentation. In addition to the foregoing, during the Subscription Term, Customer shall:
4.2.1. Appoint and inform MindPoint Group of one contact person who will serve as the primary point of contact in the use of the Policy and Procedure Templates.
4.2.2. Comply with the operational instructions provided by MindPoint Group.
4.2.3. Promptly notify MindPoint Group following the discovery of any issue with the Policy and Procedure Templates, and upon MindPoint Group’s request, submit a listing of output and other data that MindPoint Group may reasonably require in order to reproduce the problem and the conditions under which the issue occurred.
4.2.4. Maintain records regarding the occurrence of issues and if possible, verify that the issues are reproducible.
4.2.5. Customer understands and agrees that once the FedRAMP Accelerator templates have been downloaded, no refund will be provided.
Customer recognizes and understands that use of the Policy and Procedure Templates or FedRAMP Readiness Support Services does not provide a guarantee of achieving ultimate FedRAMP authorization and approval.
Customer may permit its Authorized Users to access and use the Policy and Procedure Templates subject to each Authorized User’s acceptance of and compliance with all applicable terms and conditions of the Agreement, including Section 1.7 of the General Terms and Conditions.
Policy and Procedure Templates Subscription Terms shall initially be valid for the dates identified in the associated Order and in accordance with any related payment schedule. Thereafter, the Policy and Procedure Templates Subscription Term must be extended by repurchasing the subscription.
The release status of the Policy and Procedure Templates is defined by version. During the term of the Policy and Procedure Templates Subscription and subject to Customer’s payment of all applicable Fees, MindPoint Group will provide Customer with Updates to the Policy and Procedure Templates, if and when available.
Customer is fully responsible for integrating all Updates into their working copies of the Templates, and MindPoint Group makes no representations or warranties with respect to the Policy and Procedure Templates (or non-performance thereof) due to Customer’s failure to integrate any such Updates. Additionally, Customer acknowledges and agrees that, from time-to-time, portions of, or functionality included in, the Policy and Procedure Templates may be added to, modified, or deleted by MindPoint Group and that the Policy and Procedure Templates may change over time. MindPoint Group may (but is not required to) expand or enhance the Policy and Procedure Templates by providing additional features in the general course of MindPoint Group’s standard development model and offering road map. If any features or functionality are at the request or timing of Customer (or Customer requests any consulting or other services) there may be additional cost and the parties shall enter into an Order therefor.
Subject to the terms of this Section 9, MindPoint Group support staff will be available during MindPoint Group’s standard business hours Monday through Friday, excluding holidays, to provide Policy and Procedure Templates for FedRAMP Services. Staff will be available through the MindPoint Group online portal or email initially and may determine to schedule a screen share/troubleshooting live session based on evaluation of the question or issue presented.
Policy and Procedure Templates for FedRAMP Services are provided hereunder for single issues or questions. Should Customer request support services to address multiple issues or questions, or if frequency of support ticket engagement shows a greater need for support or consultation, MindPoint Group reserves the right at any time to refer ongoing issues to a services engagement determination. In such case, the parties will be required to enter into a separate Order for Professional Services covering Customer’s need for more intensive support services. For the avoidance of doubt, MindPoint Group reserves the sole right to determine whether a customer request may be deemed as supported or non-supported (outside of the support scope). Questions outside of the support scope may be referred to a Professional Services engagement.
Subject to all of the foregoing, during the term of the Policy and Procedure Templates Subscription and subject to Customer’s payment of all applicable Fees, MindPoint Group will use commercially reasonable efforts to provide Customer with the following support services with respect to the Policy and Procedure Templates (the “Policy and Procedure Templates Subscription Support Service”):
Basic advice and instructions on how to use the Policy and Procedure Templates.
Basic question and answer related to template contents and Customer inputs.
Includes “Standard Subscriptions” support as described in Section 10.1.
Basic advice on tool selection to meet FedRAMP PMO requirements.
Basic control implementation advice and technical guidance and advice.
Policy and Procedure Templates Subscription Support Service requests may be submitted via email to support@mindpointgroup.com. MindPoint Group shall use commercially reasonable efforts to respond to all issues and questions within eight (8) business hours.
MindPoint Group reserves the right to alter the Policy and Procedure Templates Support Services, at any time in its sole discretion, provided MindPoint Group agrees that in no event shall such alterations result in materially diminished obligations for MindPoint Group with respect to the Policy and Procedure Templates Support Services or materially diminish Customer’s rights with respect to the Policy and Procedure Templates Support Services. MindPoint Group shall use commercially reasonable efforts to provide thirty (30) days prior written notice (delivered electronically or otherwise) of any material changes to the Policy and Procedure Templates Support Services.
All Policy and Procedure Templates Support Services shall be provided in English only.
Issues and questions that are specific to Customer’s operating environment or relate to the operation of customizations, or training and implementation needs are not included in the Policy and Procedure Templates Subscription but may be purchased for an additional Fee as part of MindPoint Group’s Professional Services. Without limiting the foregoing, Customer acknowledges and agrees that MindPoint Group may require the payment of additional Fees if Customer’s use or need for Policy and Procedure Templates Support Services exceeds the levels provided by MindPoint Group via its support services included in the Order Form.
Policy and Procedure Templates Subscription Support Services described herein do not include support for the (i) correction of problems caused by unauthorized modification of Policy and Procedure Templates by Customer or any third party; (ii) issues arising as a result of Microsoft Word or Microsoft Excel software bugs or errors; (iii) export of the Policy and Procedure Templates into a different file format other than what was provided by MindPoint Group; or (iv) other issues that are not solely and specifically related to the Policy and Procedure Templates Subscription.
Revision: 20240502.1
