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The following terms and conditions apply to the legal agreement formed between ��ɫTVt (“Provider”) and the customer either executing a Customer Order Form that is accompanied by or references this document or ordering directly through Provider’s WebSite (“Customer”).

1. DEFINITIONS. As used in this Agreement:

“Applicable Laws” means all legislation, statutes, regulations, ordinances, rules, judgments, orders, decrees, rulings, and other requirements enacted, promulgated, or imposed by any governmental authority or judicial or regulatory body (including any self-regulatory body) at any level (e.g., municipal, county, provincial, state or national) that are applicable to or enforceable against a party or its personnel in relation to their activities under or pursuant to this Agreement.

"Authorized Customer Entities” means specific Customer-affiliated entities named in a Customer Order Form who are authorized to access and use the Service during the Subscription Term.
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“Authorized User(s)” means end users of Customer and Authorized Customer Entities who have completed Provider’s online registration process or who otherwise receive a user ID or other access credentials from Provider or Customer authorizing them to access and use the SaaS. The Service is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You agree that you are not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons orEntity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
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“Authorized Purpose(s)” means those purposes set forth in a Customer Order Form or on Provider’s Web Site describing the purposes for which the applicable SaaS and associated Content are permitted to be used by Customer, Authorized Customer Entities, and their Authorized Users. If no Authorized Purpose is stated, the Authorized Purpose shall be limited to use of the SaaS in Customer’s and Authorized Customer Entities’ internal business operations.

“Confidential Information” means all non-public written or oral information, disclosed by either Party to the other, related to the business or operations of either Party or a third party that has been identified as confidential or that by the nature of the information or circumstances surrounding its disclosure ought reasonably to be understood as being confidential.
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“Content” means any data, media, information and/or other type or form of content displayed, distributed or otherwise made available to a Party through or in connection with the SaaS or other Services, including User Content and Provider Content.
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“Customer Data” means any data owned by Customer or an Authorized Customer Entity that is submitted to the Service for processing transmission, and/or storage.

“Customer Order Form” means an order form issued by Provider and executed by Customer and Provider setting forth the necessary information relating to the SaaS and/or other Services to be provided to Customer under this Agreement and the fees payable to Provider.For the sake of clarity, where applicable, the term “Customer OrderForm” will include the ordering interface and forms used for purchases executed directly through Provider’s Web Site.

“Data Privacy and Security Laws” means all applicable federal, state, regional, territorial and local laws, statutes, ordinances, regulations, rules, executive orders, of or by any United States federal or state government entity, or any authority, department or agency there of governing the privacy, data protection and security of Personally Identifiable Information and security breach notification relating to Personally Identifiable Information, and any other laws in force in any jurisdiction (regulatory or otherwise) in which the SaaS is being utilized, including Title V of the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1338), as may be amended from time to time, and its implementing regulations, and the “Interagency Guidelines Establishing Standards for Safeguarding Customer Information”(Exhibit B to 12 CFR Part 364).

“Including” (and its derivative forms, whether or not capitalized)means including without limitation.

“Intellectual Property Rights” means the legal rights held by the owner of a copyright, patent, trademark, or trade secret, including (i) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the rights to exclude others from using, making, having made, selling, offering to sell, and importing patented subject matter and to practice patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including privacy rights and any rights in databases recognized by applicable law.

“Losses” means, in connection with a Claim that is subject to defense and indemnification by a Party under this Agreement, all reasonable attorneys’ fees, reasonable costs of investigation, discovery, litigation and settlement, and any resulting liabilities, damages, settlements, judgments and awards, including associated taxes, interest and penalties.

“Mobile App” refers, if and when applicable, to proprietary client software, in object code form, that is made available by Provider for installation on mobile devices to allow interaction and use with the SaaS.

“Professional Services” means any professional services performed or contracted to be performed by Provider pursuant to a Statement of Work entered into by the Parties under this Agreement.

“Provider Content” means Content owned, originated or controlled by Provider that is made accessible to Customer and Authorized Customer Entities via the SaaS or other Services.

“Provider’s Web Site” means the web interface of the SaaS platform that Provider offers for interaction with and receipt of the Services.

“SaaS” means Provider’s proprietary web-based software-as-a-service platform and related services made available for use by Authorized Users under this Agreement, as identified on the applicable Customer Order Form, including its technology components, such as Provider’s Web Site, applicable Mobile App(s), and related documentation.

“Services” means, collectively, the SaaS, the Support Services, and any Professional Services performed or provided by Provider pursuant to this Agreement.

“Statement of Work” (or “SOW”) means a supplementary document in a mutually agreed form that is entered into by the Parties under this Agreement and describes Professional Services ordered by Customer from Provider. Upon execution and delivery of an SOW, it is deemed to form part of this Agreement.

“Subscription Fees” means the non-recurring and recurring fees payable by Customer to Provider for the SaaS and associated Support Services, as set forth in the relevant Customer Order Form, which shall be payable in accordance with the payment terms set forth in the Customer Order Form. Unless and except as otherwise expressly stated in this Agreement, the Subscription Fees are non-cancellable and non-refundable.

“Subscription Term” means the period during which Customer’s Authorized Users are permitted to access and use the SaaS, as set forth in the applicable Customer Order Form.
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“Support Services” means the support services described in Section 3.“Update” means any improvement, enhancement, modification and/or changes to the SaaS offered or provided by Provider to its subscribers at no charge.
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“User Content” means any Content submitted, posted or displayed by Authorized Users of the SaaS or the Mobile App.

“User Data” means any data or information (other than User Content) received or collected by Provider concerning Authorized Users of the SaaS or the Mobile App, including data provided by Authorized Users to register to use the SaaS or a Mobile App.

‍2. ACCESS TO AND USE OF THE SAAS.
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2.1. Limited-Purpose Access Grant. Subject to Customer’s and its Authorized Users’ continuing compliance with this Agreement and payment of the applicable fees, Provider hereby grants to Customer a limited, personal, non-exclusive, non-transferable right for Authorized Users of Customer and any other Authorized Customer Entities to access the features and functions of the SaaS during the SubscriptionTerm, solely through Provider’s Web Site or Mobile App and solely for the Authorized Purpose(s). This access grant may not be sublicensed, in whole or in part. The scope of Customer’s use of the SaaS is subject to the terms and conditions of this Agreement, including any usage or other parameters or limitations set forth in the applicable Customer Order Form.

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2.2 Access Proto