Last Modified: January 31, 2020
THIS AGREEMENT IS BETWEEN US (“WE”, OR “OUR”) AND YOU (“PARTNER”, OR “YOUR”). BY ACCEPTING THIS AGREEMENT, BY ACCESSING; BY BROWSING OUR WEBSITES; BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR FOR FREE SERVICES, BY USING SUCH SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR SERVICES.
You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access our services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
“Augmented Data” means information you submit to us to update, enhance, or augment such data to augment, verify, or correct through the use of our database, public sources, and/or through third party service providers.
“Consulting Services” means the professional services available to you, subject to applicable fees, which may include training services, partner development, integration, or any other consulting services.
“Confidential Information” means all non-public, confidential or proprietary information that one party or its representative make available (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes, without limitation, the terms of this Agreement, Order Form, technical data, programs, code, trade secrets, marketing strategies, software, documentation, business information as well as information related to the past, present and future plans, ideas, business strategies, customers and suppliers of each party and its affiliates, as case may be. Information already known to the Receiving Party prior to the receipt from the Disclosing Party, or public knowledge is not considered Confidential Information.
“Customer” means an individual, or legal entity user that obtains websites or services from you.
“Documentation” means works of authorship that we make generally available for you and/or your Customer use with the Services that comprises either: (a) instructions for the software use; or (b) description of the software’s operational and/or design characteristics.
“Free Services” means subscription services or other products and features made available to you, or a free trial basis. Free Services exclude Purchased Services.
“Intellectual Property” means the following: all algorithms, application programming interfaces (APIs), concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, architectures, procedures, processes, protocols, software code (in any form including source code and executable or object code), uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, specifications, subroutines, techniques, works of authorship, and other forms of technology
“Intellectual Property Rights” means all present and future rights of the following types, that may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence
“Marketplace” means an online marketplace of applications and/or services made available by us and third party providers.
“Marks” means any trademark, service mark, or trade name of a party.
“Order” or “Order Form” means online ordering document that has your information including, your contact information, subscription tier, term, activated products and so on.
“Platform” means the application that allows you to use and access the Solutions.
“Purchased Services” means subscription services or other products and features made available for purchase. Purchased Services exclude Free Services.
“Solutions” means products and/or services that we will make available in the Platform for you and/or for your Customer.
“Services” means the products and services that are enabled by you through Platform and Solutions, ordered by you under an Order Form, or provided to you under Free Services.
“Your Data” means electronic data and information submitted to our Services by you or on your behalf
“User” means any individual or a legal entity accepting this Agreement or who is authorized by you to use Services, for whom you have purchased a subscription. Users may include you, your employees, consultants, contractors, and your Customers.
3. Termination/Suspension. Either party may terminate this Agreement for cause, upon 30 days written notice of a material breach if such breach remains uncured at the expiration of such period.
We may terminate this Agreement for cause: (i) upon fifteen (15) days written notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iii) immediately, the Customer or the User violates the Terms of Service or applicable local, state, federal, or foreign laws or regulations. While any payment is delinquent, subject to our reasonable and sufficient notice: (a) any unpaid fees will incur a late fees; (b) we may terminate or suspend your, Customer’s and/or User’s access; and/or (c) we may initiate direct communications with the Customer or any User.
4. Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) your right to use or access the Services shall cease and we have no further obligation to make the Services available to you; (b) all rights and licences granted to you shall cease; and (c) any amounts owed to us under this Agreement shall be immediately due and payable.
5. Return of Property. Upon expiry or termination of this Agreement, you may request within 30 days to export or download Your Data. After 30-day period, we hold no obligation to maintain or provide any of Your Data and will delete or destroy all Your Data in our systems or otherwise in our possession, unless legally prohibited.