Software-as-a-Service

Terms of Service

These Software-as-a-Service Terms of Service (“Terms”), along with a signed Order Form (or other similar ordering document signed by the parties) (“Order Form”) between BasisPM, LLC (“Basis”) and the customer named in the Order Form (“Customer”) form a binding agreement between Basis and Customer (the “Agreement”). The Agreement includes these Terms, each Order Form  and any other document incorporated by reference into either these Terms or an Order Form. Certain capitalized terms used herein are defined in Section 12. Capitalized terms used but not otherwise defined in these Terms are defined in an Order Form. 

THESE TERMS GOVERN CUSTOMER’S USE OF THE SOFTWARE IDENTIFIED IN A SIGNED ORDER FORM (the “Software”) THAT IS MADE AVIALABLE AS A SERVICE (the “Services”).

CUSTOMER AGREES TO THESE TERMS, EITHER BY: (A) EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE; OR (B) USING THE SERVICES. If Basis and Customer sign a written services agreement that specifically supersedes these Terms, then that written agreement, and not these Terms will govern Customer’s use of the Services.

1.              SERVICES AND SUPPORT

1.1             Services. Subject to all of the terms of this Agreement, including Customer’s timely payment of Fees (as defined herein), Basis will make the Services available to Customer for use during the Subscription Period. Customer acknowledges that the Services are software-as-a-service and Customer shall have no right to receive any object code or source code for any Software relating to the Services. Basis may provide the Services using its own infrastructure or using a third party cloud computing services provider.

1.2            Availability. Basis will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Basis will provide at least 8 hours electronic notice and which Basis will schedule, to the extent practicable, during the weekend hours), and (b) any unavailability caused by circumstances beyond Basis’ reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Basis’ employees), Internet service provider failure or delay, failure or delay of service from any third party cloud computing services provider, or denial of service attack.

1.3            Support. Basis shall provide reasonable general technical support ("Support") to allow Customer to report problems and to seek assistance in the use of the Services during Basis’ standard Support hours.

1.4            Modifications. Basis may, in its sole discretion, modify, enhance and/or expand the Services at no additional cost to Customer. Basis may also modify, enhance or expand the Services by providing additional features or functionality, which may, but are not required to be, added by Customer to this Agreement at additional cost. Such additional cost features and functionality may be added by mutual written agreement of the parties, such as an additional Order Form. Customer acknowledges that its purchase of Services hereunder are not contingent on the delivery of any future functionality or features.

1.5            Consulting Services. Customer may purchase Consulting Services by entering into a statement of work (“SOW”) with Basis. Fees for these Consulting Services are in addition to your Subscription Fee. All Consulting Services are performed remotely, unless Basis and Customer otherwise agree. For Consulting Services performed on-site, Customer will reimburse Basis for its reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice. If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable SOW. If there is no expiration period indicated in the SOW, then it will be one hundred and eighty (180) days from the effective date of the SOW. Consulting Services may be provided pursuant to separate terms and conditions that may be referenced in, and form a part of, any applicable SOW. Basis may provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

 

2.              RESTRICTIONS AND RESPONSIBILITIES

2.1            Services are subject to usage limits that are specified in the Order Forms. Unless otherwise specified in the applicable Order Form, Services may not be accessed and used for more than the  number of Projects or Named Users (as defined in the applicable Order Form) specified in the applicable Order Form(s). If Customer exceeds any contractual usage limit, Basis may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding these efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form to bring it into compliance promptly upon request, and/or pay any invoice for excess usage in accordance with this Agreement. Subscriptions for additional Projects or Named Users may be purchased during Subscription Term by signing an additional Order Form and paying the additional fees for such additional Projects.

2.2     Customer will: (a) be responsible for use of the Services and compliance with this Agreement by those to whom Customer provides access; (b) be solely responsible for the accuracy, quality, integrity, and legality of Customer Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Basis promptly of any such unauthorized access or use; (d) use the Services only in accordance with this Agreement, Basis’ published policies in effect from time-to-time (such as, but not limited to, Basis’ privacy policy) and applicable laws and government rules and regulations; and (e) provide Basis with assistance, information and materials that are reasonably requested as necessary to effectively provide the Services.

2.3            Customer will not, directly or indirectly, do any of the following: (a) make any Services available to, or use any Services for the benefit of, anyone other than Customer or its Authorized Users; (b) sell, resell, license, sublicense, distribute, rent or lease any Services; (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) interfere with or disrupt the integrity or performance of any the Services; (e) attempt to gain unauthorized access to any Services; or (f) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit.

2.4            Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software related to the Services; (b) modify, translate, or create derivative works based on the Services or any Software or Documentation (except to the extent expressly permitted by Basis or authorized within the Services); or (c) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third. 

2.5            CUSTOMER WILL NOT TO USE THE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION (AS DEFINED IN THESE TERMS). BASIS WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM CUSTOMER’S USE OF THE SERVICES TO COLLECT OR MANAGE SENSITIVE INFORMATION.

2.6            Customer will comply with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business. Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof 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. 

2.7            Although Basis has no obligation to monitor Customer’s use of the Services, Basis may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Section 2 or any other provision in this Agreement.

2.8            Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.9            Acceptable Use. Customer agrees not to: (a) provide, post, or transmit any data that infringes or violates any Intellectual Property Rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Subscription or Services; (b) use the Services or Documentation to create any service offering, computer software program, training materials or user documentation that is substantially similar to the Services or Documentation; (c) collect any information from the Services through the use of "web bots", "scraping", "crawling", "spidering", or any other method not explicitly approved in writing by Basis; (d) use the Services in any application or situation where failure of the Services could lead to death or serious bodily injury of any person, or to severe physical or environmental damage; (e) access or use the Services for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes; (f) use the Services to process or store classified data (if Customer introduces classified data into the Services, Customer will be responsible for all sanitization costs incurred by Basis); or (g) permit any Authorized User or other third party to do any of the foregoing.

 

3.              CONFIDENTIALITY

3.1            Any information disclosed by one party ("Disclosing Party") to the other party ("Recipient") in connection with this Agreement that is marked confidential or that due to its character and nature a reasonable person under like circumstances would treat as confidential (the "Confidential Information") will be protected and held in confidence by the Recipient. Confidential Information will be used only for the purposes of this Agreement. Recipient shall disclose Confidential Information only to the Recipient's employees, contractors, or business partners which are bound by confidentiality obligations no less stringent than these prior to any disclosure on a "need to know" basis. Confidential Information does not include information that: (a) is already known to the other party at the time of disclosure; (b) is or becomes publicly known through no wrongful act or failure of the Recipient; (c) is independently developed without benefit of the other party's Confidential Information; or (d) is received from a third party that is not under an obligation of confidentiality.

3.2            Recipient agrees to protect the Confidential Information at all times and in the same manner as it protects the confidentiality of its own proprietary and confidential material of similar kind, but in no event with less than a reasonable standard of care. A Recipient may disclose Confidential Information to the extent required by law, provided that the Recipient provides the Disclosing Party with notice as soon as reasonably practicable to allow the Disclosing Party an opportunity to respond to such requirement, and provided further that such disclosure does not relieve Recipient of its confidentiality obligations with respect to any other party.

3.3            Upon the request of Disclosing Party, the Recipient shall promptly destroy or return to the Disclosing Party all copies of the Confidential Information and any documents derived from it. This obligation to return or destroy materials or copies thereof does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of Recipient's information systems procedures, provided that Recipient shall make no further use of Confidential Information contained in those copies. Except as to the confidentiality of trade secrets, these confidentiality restrictions and obligations will terminate two years after the expiration or termination of the Agreement.

3.4            Neither party will issue any public materials that refer to the other party, this Agreement, or the subscribed Services without the other party's prior written consent. However, Basis may identify Customer on its client list and may use Customer's name and logo as well as a mutually-agreed general description of the nature of the relationship on its website and in promotional materials, presentations, and proposals to current and prospective clients. Either party may identify the other party or disclose the existence of this Agreement to its attorneys, auditors and in connection with regulatory filings.

 

4.              INTELLECTUAL PROPERTY RIGHTS

4.1            Basis (or its licensors) shall own and retain all right, title and interest in and to (a) the Services, Software and Documentation, and all improvements, enhancements, derivative works or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any Consulting Services or Support, and (c) all Intellectual Property Rights related to any of the foregoing.

4.2            Customer hereby grants Basis a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Customer, including Authorized Users, relating to the functionality and/or operation of the Services and/or Software.

4.3            Customer agrees: (a) not to remove or replace any Mark from the system views/user interfaces on which the Services are viewed or accessed or any associated materials without Basis’ express written consent, and (b) to reproduce any and all Marks on any copy or portion of any associated materials. Customer may not modify the Documentation except to the extent necessary to reflect more closely Customer's operations, provided, however, that Basis shall retain all rights in any modified Documentation, which shall be considered Documentation with respect to Customer's rights, and each party shall retain its confidentiality obligations with respect to any Confidential Information in the modified Documentation.

4.4            No rights or licenses are granted except as expressly set forth herein.

 

5.              CUSTOMER DATA

5.1            Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.

5.2            Basis will use Customer Data only in order to provide the Services and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at [www.basisplanning.com/privacy]. Basis will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit.

5.3            Basis will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. Customer consents to the processing of Customer Data in the United States.

5.4            Notwithstanding anything to the contrary, Basis shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Basis shall also have the right (during and after Subscription Period hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Basis offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Confidential Information of Customer.

 

6.              FEES AND PAYMENT FOR SERVICES

6.1            Customer will pay Basis the applicable fees described in each applicable Order Form (the “Fees”).  All fees and other charges referred to in the Agreement will be paid in U.S. Dollars unless otherwise specified in the Order Form. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement.

6.2            Basis will invoice Customer for Fees due under this Agreement. All invoices are due and payable within thirty (30) days following Customer’s receipt of the invoice, unless otherwise specified in an Order Form. Unpaid amounts are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law. Customer shall reimburse Basis for all expenses of collection of past due amounts.

6.3            Customer is responsible for all taxes associated with Services other than U.S. taxes based on Basis’ net income. Fees, costs and expenses described in this Agreement do not include any sales, use, personal property, value added or good/services taxes. Basis may include applicable taxes as separate items on Customer's invoice, and Customer shall be responsible to pay and/or reimburse Basis for all taxes (other than taxes based on Basis’ income), unless Customer has provided adequate evidence of exemption. If withholding taxes are imposed by any government, Customer shall remit such taxes in accordance with applicable law, gross up the applicable payment amounts so that Basis receives the full amount of fees invoiced, and provide Basis with applicable evidence of withholding.

6.4            If Customer’s use of the Services exceeds any of the limitations set forth on the Order Form or otherwise requires the payment of additional Fees, Customer shall be billed for such usage and Customer agrees to pay the additional Fees in the manner provided herein. The number of Projects or Named Users may not be reduced during the relevant Subscription Period.

6.5            Basis reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Subscription Period or then‑current renewal Subscription Period, upon thirty (30) days prior notice to Customer (which may be sent by email).

6.6            If Customer believes that Basis has billed Customer incorrectly, Customer must contact Basis no later than 60 days after receipt of the applicable invoice in order to be eligible for an adjustment or credit. Basis will work in good faith with Customer to promptly correct errors or resolve disputes. Customer agrees to pay any undisputed portion of the invoice in full when due and notify Basis in writing as to the nature and substance of any disputed portion. Inquiries should be directed to Basis’ customer support department.

6.7            If any amount owing by Customer is thirty (30) or more days overdue, Basis may, without limiting its other rights and remedies, suspend the Services to Customer until such amounts are paid in full.  

 

7.              TERM AND TERMINATION

7.1            This Agreement is effective as of the Effective Date and will expire at the end of all Subscription Periods specified in all applicable Order Forms, unless otherwise terminated as set forth below.  Unless either party has given the other party written notice of non-renewal of Services at least thirty (30) days prior to the end of the applicable Subscription Period or renewal Subscription Period, each Subscription will renew for an additional Subscription Period of twelve (12) months at then-current Subscription fees. However, the parties may agree in writing to renew a Subscription for longer periods and/or at other mutually agreed upon rates. For U.S. Government Customers, Services will not automatically renew. If a U.S. Government Customer wishes to continue Services after a twelve-month Subscription Period, it shall pay the then-current Subscription fee for an additional twelve-month Subscription Period. Customer may add new or expand existing Subscriptions, which will be made coterminous with the anniversary date of the then-current Subscription Period and the fees will be prorated.

7.2            Either party may terminate this Agreement as a result of a material breach by the other party, if (a) the non-breaching party provides written notice to the other party of the breach, and (b) such breach is not cured within thirty (30) days of receipt of notice (five (5) days’ in the case of nonpayment). Basis may terminate this Agreement immediately upon written notification to Customer in the case of a breach of Section 2. Upon termination by Basis for material breach by Customer, all unpaid fees are immediately due and payable. Upon termination by Customer for material breach by Basis, Customer shall be entitled to a refund of any prepaid, unused Subscription fees as of the date of termination.

7.3            Upon any termination, Basis will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Basis may, but is not obligated to, delete stored Customer Data.

7.4            All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

 

8.              WARRANTIES; DISCLAIMERS

8.1            Basis shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Basis or by third-party provider’s, or because of other causes beyond Basis’ reasonable control, but Basis shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Basis does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.

8.2             EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND BASIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8.3            INFORMATION TRANSMITTED AND RECEIVED THROUGH THE INTERNET CANNOT BE EXPECTED TO REMAIN CONFIDENTIAL, AND BASIS DOES NOT GUARANTEE THE PRIVACY, SECURITY, OR NON-CORRUPTION OF ANY INFORMATION SO TRANSMITTED, OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. BASIS SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENCES WHATSOEVER OF CUSTOMER'S CONNECTION TO OR USE OF THE INTERNET, AND BASIS SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ITS AUTHORIZED USERS OF ANY INTERNET CONNECTION IN VIOLATION OF ANY RULE, LAW OR REGULATION.

 

9.              INDEMNIFICATION

Customer will indemnify, defend and hold harmless Basis, its affiliates and licensors, and each of their respective employees, officers, directors and representatives from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim (including claims by Authorized Users) that: (i) Customer Data or Customer's unauthorized use of the Services, introduces a virus into the Services, harms any person, violates any law, or violates any third party's Intellectual Property Rights, privacy or other rights; or (ii) Customer has violated the rights of the third party in posting, transmitting, storing, retaining or deleting Customer Data only if Basis notifies Customer promptly in writing of such Claim and gives Customer full control of and assistance for the defense of such Claim. Customer may settle any claim as Customer deems appropriate, provided that Customer obtains Basis’ prior written consent before entering into any settlement. Customer shall not be responsible for Basis’ compromise or settlement of such a Claim without Customer's written consent.

 

10.            LIMITATION OF LIABILITY

10.1         BASIS AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELTED TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITIATION, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY: (A)  INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR SPECIAL DAMAGES; (B) LOSS OF BUSINESS BY CUSTOMER, ERROR OR INTERRUPTION OF USE OF THE SERVICES, LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR (C)  ANY MATTER BEYOND BASIS’ REASONABLE CONTROL; IN EACH CASE, WHETHER OR NOT BASIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2         BASIS AND ITS LICENSORS AND SUPPLIERS ARE NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR OTHER LIABIITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT THAT EXCEED, IN THE AGGREGATE (WHEN TAKEN TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS) THE FEES PAID BY CUSTOMER TO BASIS FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT OR ACT THAT GAVE RISE TO THE LIABILITY.

10.3         The limitations on liability in this Section 10 do not apply: (a) to claims based on personal injury or death; (b) in the event of gross negligence on the part of Basis or its licensors or suppliers; or (c) if prohibited by applicable law.

 

11.            MISCELLANEOUS

11.1         To the extent a Customer purchase order or similar document contains terms and conditions that are different from or inconsistent with this Agreement, such terms are hereby rejected and this Agreement shall control over any such different or inconsistent terms.

11.2         If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.3         This Agreement is not assignable, transferable or sublicensable by Customer except with Basis’ prior written consent.  Basis may transfer and assign any of its rights and obligations under this Agreement without consent.

11.4         This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

11.5         The Services are deemed to be "Commercial Items" and if the Services are being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier) for use by or for the benefit of the U.S. Government, then the U.S. Government's rights in the Services will be only as set forth in this Agreement and in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense "DOD" acquisitions) and with 48 CFR 2.101 and 12.212 (for civilian acquisitions).

11.6         In no event shall either party be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) due to causes beyond the reasonable control of that party, including acts of a government, severe weather conditions, equipment failures, power surges or failures, acts or omissions of communications carriers, or unavailability of telecommunication services.

11.7         All notices under this Agreement will be in writing, sent to the intended recipient at the address specified in the Order Form and will be deemed to have been duly given (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by e-mail; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested.

11.8         This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Either party may seek temporary or permanent injunctive relief from any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights.

11.9         In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

11.10       No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Basis in any respect whatsoever.

 

12.            DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the following meanings:

"Authorized User" means an individual who is authorized in accordance with this Agreement by Customer to access and use the Services.

"Consulting Services" means any set-up, configuration, implementation or consulting services, or other professional services.

"Customer Data" means all electronic data or information that Customer or any Authorized User loads or enters into the Services and all results from processing such data, including compilations and derivative works of such data or information.

"Documentation" means the technical documentation applicable to the Services, including manuals, user guides and education materials on any medium.

"Effective Date" means the date upon which this Agreement or an Order Form, as applicable, becomes effective.

"Intellectual Property Rights" means all copyrights, moral rights, database rights, patents, patentable ideas, inventions, patent applications, patent registrations, patent renewals, trade secrets, derivative works, know-how, Marks, all rights in the nature of unfair competition rights, and rights to sue in passing off, goodwill, confidentiality or any other similar proprietary right arising or enforceable under applicable law.

"Marks" means registered or unregistered trademarks, service marks, trade names, logos, service names, or other proprietary markings.

"Sensitive Information" means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under European Union data protection laws as ‘Sensitive Personal Data’.

"Subscription" means the right of a Customer and its Authorized Users to access the Services during the Subscription Period.

"Subscription Period" means the period during which Customer may use the Services, as specified in the Order Form. Unless otherwise specified in the applicable Order Form, the Subscription Period begins on the Effective Date of the Order Form.

"U.S. Government Customer" means the U.S. government, a U.S. government agency or entity, or an authorized non-governmental organization acting on behalf of the U.S. Government or a U.S. government agency or entity.

v2017-10