-
"Agreement" is this Master Services Agreement and any other documents that are incorporated herein by reference, as may be amended by the Parties in accordance with the requirements herein.
-
"Application" means the self-contained program and software provided by Demo Company ("Demo Company") which offers access to Demo Company’ Services and its Users who use the Demo Company Application (as defined below), to be used on mobile devices, Web Site and any upgrades from time to time and any other software or documentation which enables the use of the Application. Demo Company may elect to update the Application at any time. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Application. You agree that Demo Company may automatically deliver such updates to you as part of the Services and you shall receive and install them as required.
-
"Confidential Information" means all information that is disclosed by one party to the other under this Agreement, including the terms of this Agreement, data, tools or methodologies, business information, trade secrets, or any other information designated by a party as confidential,excluding information that: (i) is or becomes publicly known, through no fault of the receiving party; (ii) was known by the receiving party prior to disclosure hereunder; (iii) is disclosed to the receiving party by a third party with no violation of confidentiality to the disclosing party; or (iv) is developed by the receiving party independent of any use of information disclosed by the disclosing party. Confidential Information shall remain such for three (3) years after expiration or termination of the Agreement.
-
"Customer" means the Person to whom Demo Company is providing the Services under this Agreement.
-
"Fees" are the charges, prices, and fees set forth in the terms on the Fee Schedule within the Application.
-
"Governmental Authority" means the federal government ofthe United States, any state government, or any political subdivision of either, or any agency, court or body of the federal government of the United States, or any state, or any political subdivision of either, exercising executive, legislative, judicial, regulatory or administrative functions.
-
"Illicit Code" means any program containing malicious or detrimental hidden files, any virus, malware or any other malicious computer program, any hardware-limiting, software-limiting or services-limiting function not part of standard configuration (including any key, node lock, time-out or other similar functions) or containing any automatically replicating, transmitting or activating computer program that is not planned or expected by one of the parties hereto.
-
"Intellectual Property Rights" are all patents, patent applications, trademarks, inventions (whether or not patentable), know-how, designs, mask works, processes, methodologies, service marks, copyrights and copyrightable works, trade secrets including Confidential Information, data,designs, manuals, training materials and documentations, formulas, knowledge of manufacturing processes, methods, prices, financial and accounting data, products and product specifications and all other intellectual property rights as these terms are understood under Law, including any modifications,adaptations, adjustments, enhancements, updates, improvements, alterations and error corrections thereto and other derivative works thereof.
-
"Law" means with respect to any Party, in each case to the extent applicable to such Party, its property, any of the Services or, in connection with this Agreement, any federal, state, county or local law, ordinance, statute, rule, regulation, regulatory guidance, code, guideline, policy, notice, treaty, judgment, order, decree, injunction, permit, issuance or other determination or finding of any Governmental Authority, or self-regulatory organization.
-
"Parties" are both Demo Company and Customer, and Demo Company and Customer may be individually referred to as a "Party."
-
"Person" means a natural person, sole proprietorship, partnership, firm, corporation, limited liability company, joint stock company, business trust or other entity or association, including any Governmental Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.
-
"Services" means the provision of access to Demo Company’ Software, the Application, and the Demo Company Application to Customer and the other services described within this Agreement.
-
Software" is the source code and object code versions of any programs, operating system software, computer software languages, utilities and other computer programs (i.e., any set of statements or instructions to be used in a computer to obtain a result), and related documentation and supporting materials, in any form or media, used to provide the Services, including the tangible media upon which the programs, operating system software, computer software languages, utilities and other computer programs, and documentation and supporting materials are recorded or printed, together with all corrections, improvements, updates and releases.
-
"Taxes" are any value-added, country or local sales, use or similar taxes assessed by any taxing authority, and any telecommunications excise taxes.
-
"User" is any Person, other than the Customer, who uses the Demo Company Application.
-
"Work Product"is all information, data, deliverables, materials, documents, documentation,works of authorship, computer programs, software, designs, specifications,processes, procedures, techniques and all tangible embodiments of the foregoing and all Intellectual Property Rights created, developed or prepared, documented or delivered by Demo Company, in providing the Services.