In this Agreement, unless the context otherwise requires:
“Additional Costs” means any additional costs, expenses, damages or losses suffered or incurred by the Company.
“Authorized User “means the user(s) permitted to use the SaaS Services.
“Beta Services” is defined in clause 21.
“Business Day” means a day on which banks are open for general banking business in New York, excluding Saturdays, Sundays and public holidays.
“Business Hours” means 9am to 5pm on a Business Day.
“Change in Control” occurs in respect of a Party if, after the Effective Date, a person acquires (directly or indirectly):
shares in that Party conferring alone or in aggregate 50% or more of the voting or economic interests in that Party on a fully diluted basis;
the power to control the appointment or dismissal of a majority of the directors of that Party; or
the capacity to control the financial and operating policies or management of that Party.
“Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.
“Confidential Information“ includes information or documentation which:
is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);
is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or
the business, assets or affairs of a Party or any of its affiliates;
the business, assets or affairs of a company in a group of companies to which the Customer belongs, or any client of that company in the group; or
the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.
“Contract Year” means a 12-month period commencing on: (i) the Effective Date; and (ii) each subsequent anniversary of the Effective Date, of this Agreement during the Term.
“Customer Content” means any data, file attachments, text, images, personal information, or other content that is uploaded or submitted to Company or its Service by Customer or Partners or Users and is processed by Enhancio on behalf of Customer.
“Customer Environment” means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.
“Data” means all of the information, documents and other data provided by the Customer or their Personnel to the Company, any content uploaded by the Customer or Personnel to the Company’s Platform or otherwise accessed by the Company in providing the Services.
“Fee” means the Subscription fee communicated to the Customer for using the Service.
“Force Majeure” means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, pandemic outbreak, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:
would be unreasonable to expect the affected Party to have planned for, avoided or minimized the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and
results in a Party being unable to perform an obligation under this Agreement on time.
“Initial Term” means the initial term communicated to the Customer for the Customer account.
“Insolvency Event” means the occurrence of any one or more of the following eventsin relation to a Party:
the Party is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;
an application or order is made for the winding up, bankruptcy or dissolution of the Party or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of the Party or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
a controller is appointed in respect of any of the Party’s property;
a distress, attachment or execution is levied or becomes enforceable against the Party or any of its property;
the Party enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of the Party or its property;
a petition for the making of a sequestration order against the estate of the Party is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or the Party presents a petition against itself; or
anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Party.
“Intellectual Property Rights” means all present and future rights to:
registered or unregistered designs, patents, trademarks;
trade, business, company or domain names;
know-how, inventions, processes, trade secrets;
architecture, databases or source codes; and
any similar rights in any part of the world, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
“Liability” means any expense, charge, cost, liability, loss, damage, claim, demandor proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
“Party” means a party to this Agreement from time to time, and
“Parties” means all of them.
“Payment Method” is by credit card, Wire Transfers, ACH or Bank Deposit.
“Payment Terms” means 15 days from the date of the invoice.
“Personnel” means in relation to a Party, any employee, contractor, officer, partner (agency or publisher vendor) and agent of that Party.
“Products” means hardware or software.
“SaaS License” is defined in clause 4.1.
“SaaS Services” means the Enhancio Software (Demand Automation Platform) as a service described on the Site.
“Services” means the SaaS Services and Support Services, to be provided or licensed by the Company to the Customer on the terms and conditions set out in this Agreement.
“Software” means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
“System” means a combination of Products or a combination of Products and services which are integrated and operate together, including a network.
“Term” means the term of this Agreement as set out in clause 15.
“Variation” means a change to the SaaS License after the date of this Agreement.