“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“Aggregate Data” means any data that is derived or aggregated in anonymized form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users Use of the Service, including any usage data or trends with respect to the Service.
“APIs” mean application interface protocols.
“Authorized User” means an employee or contractor whom Customer has authorized to use the Service, provided that no such contractor shall be a direct competitor of Service Provider.
“Customer Data” means any data, content, or materials that Customer (including its Authorized Users) creates within or submits to the Service, including from Third-Party Platforms.
“Customer Materials” means all information, data, content, and other materials, in any form or medium, that are submitted, posted, collected, transmitted, or otherwise provided by or on behalf of Customer through the Service and/or Technical Services or to Service Provider in connection with Customer’s use of the Service, but excluding, for clarity, Aggregate Data and any other information, data, data models, content, or materials owned or controlled by Service Provider and made available through or in connection with the Service and/or Technical Services.
“DPA” means the Data Processing Addendum between the parties, the current version of which is here.
“Documentation” means Service Provider’s operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form if and as provided by Service Provider to Customer relating to the Service, which may be updated from time to time upon notice to Customer.
“EULA” means Service Provider’s End User License Agreement, the current version of which is here.
“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.
“Intellectual Property” or “Intellectual Property Rights” means patent rights (including patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Laws” means all relevant local, state, federal and international laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, and export of technical or personal data.
“Malware” means computer codes designed to disrupt, disable, harm, or otherwise impede in any manner the operation of the Service, including viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.
“Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority, or other entity.
“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic Laws.
“Security Policy” means the Service Provider Security Policy, the current version of which is here.
“Service Provider Technology” means Service Provider’s proprietary technology used by Service Provider to provide the Service, Support and Technical Services, the software tools, APIs, scripts, parsers, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, and other tangible or intangible technical material or information used or provided by Service Provider in connection with the Service, any modifications, improvements to, or derivative works of, any of the foregoing, and all related Intellectual Property Rights with respect to the foregoing throughout the world.
“Software” means any Service Provider client software, scripts, applications, or other code provided to Customer by Service Provider for Use with the Service.
“Subscription Term” means the term for Customer’s use of the Service as identified in an Order.
“Support” means support for the Service as described in the Service Provider’s Support Policy and identified in Customer’s Order.
“Support Policy” means the Service Provider’s Support Policy, the current version of which is available at https://softledger.com/support-services-terms
“Technical Services” means any implementation, integration, training, enablement or other technical services provided by Service Provider related to the Service, as identified in an Order.
“Third-Party Platform” means any platform, add-on, service, or product not provided by Service Provider that Customer elects to integrate or enable for use with the Service.
“Use” means to use and access the Service in accordance with this Agreement and the Documentation solely for Customer’s internal business purposes, which purposes shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use.
“Usage Data” means Service Provider’s technical logs, data, and learnings from Customer’s Use of the Service, but excluding Customer Data.
“User” means a named individual authorized by the Customer to use the Services, for whom the Customer has purchased a subscription, and who has been supplied with user credentials for the Services by the Customer or by us at your request.