Terms of Service

Subject to all limitations and restrictions contained herein and the Quote, Service Provider grants Customer a subscription, software as a service (‘SaaS’), nonexclusive, and nontransferable right to access and operate the object code form of Applications (and use itsDocumentation) as hosted by Service Provider as described in the Quote (“Use”) and solely to perform those functions described in the Documentation. For clarity, an “Application” means Service Provider’s proprietary software that is specifically subscribed to Customer pursuant to a Quote. 1.2. Use: Customer will have a limited right to Use theApplication solely for its internal business purposes, to perform the functions described in the Documentation. Customer shall not allow any website that is not fully owned by Customer to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Application. Customer shall not allow any website, that is not fully owned by Customer, to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Software. Unless otherwise expressly permitted in the Quote and subject to Section 1.5, Customer shall not permit any subsidiaries, affiliated companies, or third parties to access the Software. 1.3 Subscription Type: Unless otherwise specifically stated in the Quote, the type of license granted is a Node Based Subscription. A “Node Based Subscription” means that the Application subscribed to pursuant to the Quote may be Used by a limited number of individual Nodes, which denotes a computer hardware device (of any type, form or configuration) that is identified by a unique device ID (the “Node”), the maximum number of which is specified in the Quote. Customer may designate different Nodes at any time without notice to Service Provider so long as the permitted number of Nodes is not exceeded. If the Quote identifies the scope of the subscription to be a “Site Subscription,” a “Site Subscription” means that the Application subscribed to pursuant to the Quote may be Used by an unlimited number of individual users solely for the internal Use and benefit of Customer, subject to the terms of these SaaS Terms. A “Server Subscription” means that the Application subscribed to pursuant to the Quote may be Used on no more than the number of servers indicated in the Quote. The scope of any subscription other than a Node Based Subscription, Site Subscription, or Server Subscription must be expressly designated and defined in detail in a Quote. In no event will any of the subscriptions denoted above be construed to mean a concurrent user subscription. 1.4 General Restrictions: Customer shall not and shall not permit any Affiliate, User or other third party to: (a) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code or modify the Software in any manner or form unless expressly allowed in writing; (b) obtain unauthorized access to the Software (including without limitation permitting access to or use of the Software via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized Users); (c) use the Software in a manner that is in violation of any third party rights of privacy or Intellectual Property Rights; (d) issue or participate in any press release or other public statement related to this Agreement or the Software without prior written consent of Service Provider; (e) publish, post, upload or otherwise transmit Customer Data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another. “Customer Data” means all electronic data or information submitted by Customer and stored by Service Provider for Customer. 1.5 Additional Restrictions: In no event will Customer disassemble, decompile, or reverse engineer the Application or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Application from a machine- readable form into a human-readable form; (ii) disassembling or decompiling the Application by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Application’s operation and creating the original source code or any approximation thereof by, for example, studying the Application’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Application that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof will be deemed Confidential Information subject to the requirements of these SaaS Terms. 1.6 Authorized Users: Unless otherwise specifically provided in the Quote, “Authorized Users” will only consist of: (i) employees of Customer, and (ii) subject to Section 5 (Confidentiality), third party contractors of Customer who do not compete with Service Provider (“Permitted Contractors”) each of whom shall have rightful access to Nodes. Permitted Contractors may Use the Software only at Customer’s place of business or in the presence of Customer personnel. Customer is fully liable for the acts and omissions of Permitted Contractors under these SaaS Terms and applicable Quote. Customer shall not permit any parent, subsidiaries, affiliated entities, or third parties to access the Software. 1.7 Customer License Grant: ‍Customer grants to Service Provider a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Customer data as is reasonable or necessary for Service Provider to perform or provide the Application or any Support Services.