Service
- Access and Use. During the Subscription Period and subject to the Use Limitations, Customer may (a)
access and use the Service; and (b) copy and use the included Software and Documentation only as needed
to access and use the Service, in each case, for its internal business purposes and only if Customer
complies with the terms of this Agreement.
- Service Level. If there is an SLA and the Service does not meet the SLA, Provider will provide the
remedies outlined in the SLA and will not be responsible for any other remedies. Any credits earned under
the SLA will only apply to future invoices and expire if the Agreement ends. In any event, if the Service
is temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because
of other causes beyond Provider's reasonable control, no SLA remedies will accrue. Provider will try to
inform Customer before scheduled service disruptions through the Service or by email.
- Support. During the Subscription Period, Provider will provide Technical Support as described in the
Cover Page, if any.
- User Accounts. Customer is responsible for all actions on Users' accounts and for Users' compliance with
this Agreement. Customer and Users must protect the confidentiality of their passwords and login
credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity
with its accounts, passwords, or credentials, or if they become compromised.
- Affiliates. If authorized in a Cover Page, individuals from Customer's Affiliates may access Customer's
account as Users under Customer's Agreement and Customer will be responsible for its Affiliates'
compliance with this Agreement. If a Customer Affiliate enters a separate Cover Page with Provider, the
Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's
responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible
for its Affiliates' agreement.
- Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case
Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or
obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage
Data to maintain, improve, and enhance Provider's products and services without restriction or
obligation. However, Provider may only share Usage Data with others if the Usage Data is aggregated and
does not identify Customer or Users.
- Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide
and maintain the Product and related offerings. Customer is responsible for the accuracy and content of
Customer Content.
- Trial Period. Service use during the Trial Period will be restricted to non-productive evaluation
use. If so, then, notwithstanding anything else, in connection with such trial/evaluation use
- no fees will apply, except for any Trial Use Fee specified in the Order Form,
- the Services are provided “AS IS” and no warranty obligations of Company will apply, and
- Customer may terminate this Agreement and all of its rights hereunder by providing Company written
notice thereof no less than 1 day prior to the end of the Trial Period; otherwise, this Agreement
shall continue in effect for the Initial Service Term (subject to earlier termination as provided
in the Agreement).
Restrictions & Obligations
- Restrictions on Customer.
- Except as expressly permitted by this Agreement, Customer will not (and will not allow any anyone
else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying
ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this
restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow
others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy,
modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on,
interfere with the operation of, cause performance degradation of, or circumvent access
restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to
which Customer does not have explicit authorization; (vii) use the Product to develop a competing
service or product; (viii) use the Product with any High Risk Activities or with activity
prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s
networks or equipment; or (x) upload, submit, or otherwise make available to the Product any
Customer Content to which Customer and Users do not have the proper rights.
- Customer's use of the Product must comply with all Documentation and the Acceptable Use Policy, if
any.
- Suspension. If Customer
- has an outstanding, undisputed balance on its account for more than 30 days after the Payment
Period;
- breaches Section 2.1 (Restrictions on Customer); or
- uses the Product in violation of the Agreement or in a way that materially and negatively impacts
the Product or others, then Provider may temporarily suspend Customer's access to the Product with
or without notice. However, Provider will try to inform Customer before suspending Customer's
account when practical. Provider will reinstate Customer's access to the Product only if Customer
resolves the underlying issue.
Professional Services
Provider will perform the Professional Services as detailed in a Cover Page, if any, and Customer will
reasonably cooperate with Provider to allow the performance of Professional Services, including providing
Customer Content as needed. Provider is not responsible for any inability to perform the Professional
Services if Customer does not cooperate as reasonably requested.
Customer Data
- Compliance with Laws. Each party agrees to comply with all applicable laws and regulations relating to
the collection, use, processing, storage, and transfer of personal data, including, without limitation,
the EU General Data Protection Regulation (GDPR) and any implementing or related legislation
(collectively, “Data Protection Laws”).
- Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data
processing agreement with Provider. If the parties have a DPA, the terms of the DPA will control each
party’s rights and obligations as to Personal Data and the terms of the DPA will control in the event of
any conflict with this Agreement.
- Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the
Product unless authorized by the Cover Page.
- Security Measures. The Provider agrees to implement and maintain appropriate technical and
organizational measures to protect the Customer Data from unauthorized or unlawful access, use,
disclosure, alteration, or destruction, and to notify the Customer without undue delay in the event of
any actual or suspected breach of such measures that affects or may affect the Customer Data.
Payment & Taxes
- Fees. The Customer shall pay the Provider the Fees in accordance with the Order Form. The Fees are based
on the Service purchased and not on actual usage. The Fees are non-refundable, except as expressly
provided in this Agreement.
- Invoicing and Payment. The Provider shall invoice the Customer for the Fees in advance, either monthly
or annually, as specified in the Order Form. The Customer shall pay each invoice within 30 days of the
date of the invoice, unless otherwise agreed by the parties in writing. The Customer shall make all
payments in U.S. dollars, by credit card, wire transfer, or other method approved by the Provider. The
Customer is responsible for paying any taxes, levies, duties, or similar governmental charges associated
with the Service, excluding taxes based on the Provider’s income or property.
- Taxes. Customer is responsible for all duties, taxes, and levies that apply to fees, including sales,
use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is
not responsible for Provider's income taxes.
- Late Payment. If the Customer fails to pay any invoice when due, the Provider may charge interest on the
overdue amount at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower,
from the date such payment was due until the date of actual payment. In addition, the Provider may
suspend the Customer’s access to the Service until all overdue amounts are paid in full, or terminate
this Agreement for cause, in accordance with Section 11.2.
- Fee Changes. The Provider may change the Fees for the Service at any time, upon at least 30 days’ prior
notice to the Customer, provided that such change will not take effect until the next renewal of the
Subscription Term. If the Customer does not agree to the change in Fees, the Customer may terminate this
Agreement by giving written notice to the Provider before the end of the then-current Subscription Term,
and the termination will be effective as of the end of such Subscription Term.
- Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an invoice,
Customer must notify Provider about the dispute during the Payment Period for the invoice and must pay
all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days
after the end of the Payment Period. If no resolution is agreed, each party may pursue any remedies
available under the Agreement or Applicable Laws.
Term and Termination
- Subscription Period. Each Order Form will start on the Subscription Start Date, continue for the
Subscription Period, and automatically renew for additional Subscription Periods unless one party gives
notice of non-renewal to the other party before the Non-Renewal Notice Date.
- Agreement Term. This Agreement commences on the Effective Date and continues until the expiration or
termination of all Subscription Terms, unless earlier terminated in accordance with this Agreement.
- Termination. Either party may terminate this Agreement if the other party
- fails to cure a material breach of the Agreement within 30 days after receiving notice of the
breach;
- materially breaches the Agreement in a manner that cannot be cured;
- dissolves or stops conducting business without a successor;
- makes an assignment for the benefit of creditors; or
- becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more
than 60 days. In addition, either party may terminate an affected Order Form if a Force Majeure
Event prevents the Product from materially operating for 30 or more consecutive days, and Provider
will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription
Period. A party must notify the other of its reason for termination.
- Effect of Termination. Termination of the Agreement will automatically terminate all Order Forms. Upon
expiration or termination:
- Customer will no longer have any right to use the Product, Technical Support, or Professional
Services.
- Provider will delete Customer Content within 60 days.
- Each Recipient will return or destroy Discloser's Confidential Information in its possession or
control.
- Provider will submit a final invoice for all outstanding fees accrued before termination and
Customer will pay the invoice according to Section 5 (Payment & Taxes).
- Survival.
- The following sections will survive expiration or termination of the Agreement: Section 1.6
(Feedback and Usage Data), Section 2.1 (Restrictions on Customer), Section (Payment & Taxes)
for fees accrued or payable before expiration or termination, Section 6.4 (Effect of Termination),
Section 6.5 (Survival), Section 9 (Representations & Warranties), Section 10 (Disclaimer of
Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 12
(Confidentiality), Section 13 (Reservation of Rights), Section 14 (General Terms), Section 15
(Definitions), and the portions of a Cover Page referenced by these sections.
- Each Recipient may retain Discloser's Confidential Information in accordance with its standard
backup or record retention policies maintained in the ordinary course of business or as required by
Applicable Laws, in which case Section 4 (Customer Data) and Section 8 (Confidentiality) will
continue to apply to retained Confidential Information.
Intellectual Property Rights
- Provider’s Rights. The Provider and its licensors own and retain all right, title, and interest in and
to the Software, the Service, the Documentation, and any other materials or deliverables provided by the
Provider under this Agreement, including all intellectual property rights therein. Except for the limited
rights granted in this Agreement, nothing in this Agreement transfers or assigns to the Customer any of
the Provider’s rights, title, or interest in or to the Software, the Service, the Documentation, or any
other materials or deliverables provided by the Provider under this Agreement, or any intellectual
property rights therein.
- Customer’s Rights. The Customer owns and retains all right, title, and interest in and to the Customer
Data, and any other data, information, or materials provided by the Customer to the Provider under this
Agreement, including all intellectual property rights therein. Except for the limited rights granted in
this Agreement, nothing in this Agreement transfers or assigns to the Provider any of the Customer’s
rights, title, or interest in or to the Customer Data, or any other data, information, or materials
provided by the Customer to the Provider under this Agreement, or any intellectual property rights
therein.
- Feedback. The Customer may provide the Provider with suggestions, comments, feedback, or ideas on the
Software, the Service, the Documentation, or any other materials or deliverables provided by the Provider
under this Agreement (collectively, “Feedback”). The Customer hereby grants to the Provider a perpetual,
irrevocable, non-exclusive, royalty-free, worldwide license to use, copy, modify, create derivative works
of, distribute, sublicense, and otherwise exploit the Feedback for any purpose, without any obligation or
compensation to the Customer.
Confidentiality
- Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement, Recipient will (a) only use
Discloser's Confidential Information to fulfill its obligations or exercise its rights under this
Agreement; and (b) not disclose Discloser's Confidential Information to anyone else. In addition,
Recipient will protect Discloser's Confidential Information using at least the same protections Recipient
uses for its own similar information but no less than a reasonable standard of care.
- Exclusions. Confidential Information does not include information that (a) Recipient knew without any
obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and
generally available through no fault of Recipient; (c) Recipient receives under no obligation of
confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient
independently developed without use of or reference to Discloser's Confidential Information.
- Required Disclosures. Recipient may disclose Discloser's Confidential Information to the extent required
by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Discloser reasonable
advance notice of the required disclosure and reasonably cooperates, at the Discloser's expense, with the
Discloser's efforts to obtain confidential treatment for the Confidential Information.
- Permitted Disclosures. Recipient may disclose Discloser's Confidential Information to Users, employees,
advisors, contractors, and representatives who each have a need to know the Confidential Information, but
only if the person or entity is bound by confidentiality obligations at least as protective as those in
this Section 9 and Recipient remains responsible for everyone's compliance with the terms of this Section
9.
Representations & Warranties
- Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority
to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the
Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in
performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the
Additional Warranties.
- From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer
Content each have and will continue to have all rights necessary to submit or make available Customer
Content to the Product and to allow the use of Customer Content as described in the Agreement.
- From Provider. Provider represents and warrants to Customer that (a) it will not materially reduce the
general functionality of the Cloud Service during a Subscription Period; and (b) it will perform
Professional Services in a competent and professional manner.
- Provider Warranty Remedy. If Provider breaches a warranty in Section 10.3, Customer must give Provider
notice (with enough detail for Provider to understand or replicate the issue) within 45 days of
discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider
will attempt to restore the general functionality of the Cloud Service or reperform the Professional
Services. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and
Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription
Period. Provider's restoration and reperformance obligations, and Customer's termination right, are
Customer's only remedies if Provider does not meet the warranties in Section 10.3.
Disclaimer of Warranties
Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it
will function without disruptions, delays, or imperfections. The warranties in Section 7.3 do not apply
to any misuse or unauthorized modification of the Product, nor to any product or service provided by
anyone other than Provider. Except for the warranties in Section 7, Provider and Customer eachdisclaim all other warranties, whether express or implied, including the implied warranties of
merchantability, fitness for a particular purpose, title, and non-infringement.These disclaimers apply to the maximum extent permitted by Applicable Laws.
Limitation of Liability
- Liability Caps. If there are Increased Claims, each party's total cumulative liability for the
Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap
Amount. Each party's total cumulative liability for all other claims arising out of or relating to
this Agreement will not be more than the General Cap Amount.
- Damages Waiver. Each party's liability for any claim or liability arising out of or relating to
this Agreement will be limited to the fullest extent permitted by Applicable Laws. Under no
circumstances will either party be liable to the other for lost profits or revenues, or for
consequential, special, indirect, exemplary, punitive, or incidental damages relating to this
Agreement, even if the party is informed of the possibility of this type of damage in
advance.
- Exceptions. The liability caps in Section 11.1 and the damages waiver in Section 11.2 do not apply to
any Unlimited Claims. The damages waiver in Section 11.2 does not apply to any Increased Claims.
Indemnification
- Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all
Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all
out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and
other legal expenses, that arise from the Provider Covered Claim.
- Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all
Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket
damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal
expenses, that arise from the Customer Covered Claim.
- Procedure. The Indemnifying Party's obligations in this section are contingent upon the Protected
Party:
- promptly notifying the Indemnifying Party of each Covered Claim for which it seeks
protection;
- providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense;
and
- giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim.
A Protected Party may participate in a Covered Claim for which it seeks protection with its own
attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a
Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the
Protected Party without the prior written consent of the Protected Party.
- Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in
response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using
the Product; (b) replace or modify the affected component of the Product without materially reducing the
general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the
affected Order Form and issue a prorated refund of prepaid fees for the remainder of the Subscription
Period.
- Exclusions.
- Provider's obligations as an Indemnifying Party will not apply to Provider Covered Claims that
result from (i) modifications to the Product that were not authorized by Provider or that were made
in compliance with Customer's instructions; (ii) unauthorized use of the Product, including use in
violation of this Agreement; (iii) use of the Product in combination with items not provided by
Provider; or (iv) use of an old version of the Product where a newer release would avoid the
Provider Covered Claim.
- Customer's obligations as an Indemnifying Party will not apply to Customer Covered Claims that
result from the unauthorized use of the Customer Content, including use in violation of this
Agreement.
- Exclusive Remedy. This Section 12 (Indemnification), together with any termination rights, describes
each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered
Claim.
Reservation of Rights
Except for the limited license to copy and use Software and Documentation
in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product,
whether developed before or after the Effective Date. Except for the limited rights in Section 1.7
(Customer Content), Customer retains all right, title, and interest in and to the Customer
Content.
General Terms
- Entire Agreement. This Agreement is the only agreement between the parties about its subject and this
Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its
subject. Provider expressly rejects any terms included in Customer's purchase order or similar document,
which may only be used for accounting or administrative purposes.
- Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in
writing and signed or electronically accepted by each party. However, Provider may update Technical
Support, the SLA, the Security Policy, or the Acceptable Use Policy by giving Customer 30 days prior
notice. During the 30-day notice period, Customer may terminate the Agreement or affected Order Form upon
notice if the update is a material reduction from the prior version and Provider cannot reasonably
restore the prior version or a comparable alternative. If any term of this Agreement is determined to be
invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement
will remain in full force and effect. The failure of a party to enforce a term or to exercise an option
or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
- Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about
this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit,
action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the
exclusive jurisdiction of the Chosen Courts.
- Injunctive Relief. Despite Section 14.3 (Governing Law and Chosen Courts), a breach of Section 12
(Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm
for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened
breach of Section 12 (Confidentiality) or violation of a party's intellectual property rights, the
non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in
any court of competent jurisdiction without the need to post a bond and without limiting its other rights
or remedies.
- Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or
exercising a remedy does not limit the other rights or remedies available to a party.
- Assignment. Neither party may assign any rights or obligations under this Agreement without the prior
written consent of the other party. However, either party may assign this Agreement upon notice if the
assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially
all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted
assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their
permitted successors and assigns.
- No Publicity. Neither party may publicly announce the existence of this Agreement without the prior
written approval of the other party.
- Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice
Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified
mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
- Independent Contractors. The parties are independent contractors, not agents, partners, or joint
venturers. Neither party is authorized to bind the other to any liability or obligation.
- No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
- Force Majeure. 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 Customer's
obligations to pay fees.
- Export Controls. Customer 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.
- Government Rights. 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.
- Anti-Bribery. 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 Provider or Customer 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.
- Titles and Interpretation. 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.
- Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance
mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same
agreement.
Definitions
In this Agreement, the following terms shall have the meanings set forth below:
- "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under
common control with a party, where control means having more than fifty percent (50%) of the voting stock
or other ownership interest.
- "Agreement" means these Standard Terms, together with the Cover Pages between Provider and Customer that
include or reference a single set of Key Terms and the policies and documents referenced in or attached
to those Cover Pages.
- "Applicable Data Protection Laws" means the Applicable Laws that govern how the Cloud Service may
process or use an individual's personal information, personal data, personally identifiable information,
or other similar term.
- "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a
relevant government authority that apply to or govern Provider or Customer.
- "Service" means the product described in an Order Form.
- "Confidential Information" means information in any form disclosed by or on behalf of a Discloser,
including before the Effective Date, to a Recipient in connection with this Agreement that (a) the
Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably
understood as confidential or proprietary due to its nature and the circumstances of its disclosure.
Confidential Information includes the existence of this Agreement and the information on each Cover Page.
Customer's Confidential Information includes non-public Customer Content and Provider's Confidential
Information includes non-public information about the Product.
- "Cover Page" means a document that is signed or electronically accepted by the parties that incorporates
these Standard Terms, identifies Provider and Customer, and may include an Order Form, Key Terms, or
both.
- "Covered Claim" means either a Provider Covered Claim or Customer Covered Claim.
- "Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users
to the Product, but excludes Feedback.
- "Discloser" means a party to this Agreement when the party is providing or disclosing Confidential
Information to the other party.
- "Documentation" means the usage manuals and instructional materials for the Cloud Service or Software
that are made available by Provider.
- "Feedback" means suggestions, feedback, or comments about the Product or related offerings.
- "Force Majeure Event" 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 disaster like a major earthquake, war, pandemic, riot, act of
terrorism, or public utility or internet failure.
- "GDPR" 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.
- "High Risk Activity" 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.
- "Indemnifying Party" means a party to this Agreement when the party is providing protection for a
particular Covered Claim.
- "Key Terms” means the portion of a Cover Page that includes the key legal details and definitions for
this Agreement that are not defined in the Standard Terms. The Key Terms may include details about
Covered Claims, set the Governing Law, or contain other details about this Agreement.
- "Order Form" means the portion of a Cover Page that includes the key business details and definitions
for this Agreement that are not defined in the Standard Terms. An Order Form may include details about
the level of access and use granted to the Cloud Service, nature and timing of Professional Services,
extent of Technical Support, or other details about the Product.
- "Personal Data" 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.
- "Product” means the Cloud Service, Software, and Documentation.
- "Prohibited Data" 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.
- "Protected Party" means a party to this Agreement when the party is receiving the benefit of protection
for a particular Covered Claim.
- "Recipient" means a party to this Agreement when the party receives Confidential Information from the
other party.
- "Software" means the client-side software or applications made available by Provider for Customer to
install, download (whether onto a machine or in a browser), or execute as part of the Product.
- "Usage Data" means data and information about the provision, use, and performance of the Product and
related offerings based on Customer's or User's use of the Product.
- "User" means any individual who uses the Product on Customer's behalf or through Customer's account.