Last Updated: December 23, 2024
This Master Services Agreement (“Services Agreement”) constitutes a legally binding agreement between you (the “Customer” or “you”)and Graphite Solutions, Inc. (together with its affiliates, “Graphite”, “we”, “our” or “us”). This Services Agreement incorporates any such Order Forms and any subsequent Order Forms (“Order Forms” and, collectively, the “Agreement”) and govern your use of our products and services as indicated in any Order Form (the “Services”).
CUSTOMER ACKNOWLEDGES AND AGREESTHAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR ANACCOUNT, OR ACCESSING OR USING THE services, CUSTOMER IS INDICATING THAT CUSTOMER HAS READ, UNDERSTANDS AND AGREES TO BEBOUND BY THIS SERVICES AGREEMENT AND ANY FUTURE AMENDMENTS AND ADDITIONS TO THISSERVICES AGREEMENT AS COMPANY MAY PUBLISH FROM TIME TO TIME, WHETHER OR NOTCUSTOMER HAS REGISTERED WITH GRAPHITE. IF CUSTOMER DOES NOT AGREE TO THISSERVICES AGREEMENT, THEN CUSTOMER HAS NO RIGHT TO ACCESS OR USE THE services. This Services Agreement is effective as of the date Customer first clicks “I agree” (or similar button or checkbox), or uses or accesses the Services, whichever is earlier. If a User accepts or agrees to this Services Agreement on behalf of its employer or another legal entity, User represents and warrants that (i) User has full legal authority to bind its employer or such entity to this Agreement; (ii) User has read and understands this Services Agreement; and (iii) User agrees to this Services Agreement on behalf of the party that User represents. In such event, “Customer” will refer and apply to User’s employer or such other legal entity.
Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://www.graphite.com/resources/privacy. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into this Services Agreement and together, with your Order Form, form and are hereinafter referred to as this “Agreement.”
1.1 Access and Use. During the Subscription Period and subject to the Use Limitations, Customer may (a) access and use the Service; and (b) copy and use the Documentation only as needed to access and use the Service, in each case, for its internal business purposes and only if Customer complies with the terms of this Agreement.
1.2 Support. During the Subscription Period, Provider will provide Technical Support as described in the Order Form, if any, with Updates rolled out as and when necessary as determined by Provider in its sole discretion.
1.3 User Accounts. Customer is responsible for all actions on Users’ accounts and for Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its or its Users’ accounts, passwords, or credentials, or if they become compromised.
1.4 Affiliates. Customer’s Affiliates may not access Customer’s account as Users under Customer’s Agreement. Any such Affiliate shall enter into a master services agreement directly with Provider to access the Services.
1.5 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback. Any such Feedback provided by Customer and/or a User is provided “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, and enhance Provider’s products and services without restriction or obligation. However, Provider may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer or Users.
1.6 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.
2.1 Restrictions on Customer.
(a) Except as expressly permitted by this Agreement, Customer will not (and will not allow any anyone else to): (i)reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product;(iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
(b) Customer’s use of the Product must comply with all Documentation.
2.2 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days after the Payment Period; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice.
3.1 Personal Data. Provider shall comply with all applicable privacy and security laws. If Provider receives a “right to know, ”deletion, “right to be forgotten,” or similar request related to Customer Content, Provider may respond in accordance with the requirements under applicable law.
3.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Agreement.
3.3 Security. Provider will use commercially reasonable efforts to secure the Service from unauthorized access, alteration, or use and other unlawful tampering.
4.1 Fees and Invoices. All fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable. Provider will send invoices for fees applicable to the Product once per Invoice Period in advance starting on the Subscription Start Date.
4.2 Payment. Customer will pay Provider the fees and taxes in each invoice in U.S. Dollars within the Payment Period. The payment method will be specified in the invoice.
4.3 Taxes. Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.
4.4 Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an invoice, Customer must notify Provider about the dispute during the Payment Period for the invoice and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Period. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
5.1 Subscription Period. Each Order Form will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives written notice of non-renewal to the other party before the Non-Renewal Notice Date.
5.2 Agreement Term. This Agreement will start on the Effective Date and continue for the longer of (a) one year; or (b) until all Subscription Periods have ended.
5.3 Termination. Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within 30days after receiving written notice of the breach; (b) materially breaches the Agreement in a manner that cannot be cured (including non-payment); (c)dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than60 days. A party must notify the other in writing of its reason for termination, and such reason must be in compliance with the terms of this Agreement.
5.4 Effect of Termination. Termination of the Agreement will automatically terminate all Order Forms. Upon expiration or termination:
(a) Customer will no longer have any right to use the Product, or Technical Support.
(b) Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
(c) Provider will submit a final invoice for all outstanding fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes); provided that in the event the Agreement is terminated due to Customer’s failure to pay, such termination by Provider shall not relieve Customer of the obligation to pay all fees set for thin the then active Order Forms.
5.5 Survival.
(a) The following sections will survive expiration or termination of the Agreement: Section 1.5 (Feedback and Usage Data), Section2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 5.4 (Effect of Termination), Section 5.5 (Survival), Section 7 (Disclaimer of Warranties),Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10(Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions), and the portions of the Services Agreement, Order Form, and/or Statement of Work referenced by these sections.
(b) Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.
6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement and to grant the rights and licenses granted hereunder; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; (d) the execution of this Agreement is by each party’s respective authorized representative; and (e)any additional warranties which the parties may include in the Order Form.
6.2 From Customer. Customer represents and warrants (a) that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement (b) provide Provider with good faith cooperation and access to such information as may be reasonably required by Provider in order to provide the Services; and (c) make available such personnel assistance as reasonably requested by Provider.
6.3 From Provider. Provider represents and warrants to Customer that (a) it will not materially reduce the general functionality of the Service during a Subscription Period, (b) the Services will materially conform to the functionality described in the Documentation, and this Agreement; and (c) the Product will not violate any intellectual property rights of a third party.
Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6.3 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Provider and Customer each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
8.1 Liability Caps. EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF ORRELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BYCUSTOMER TO PROVIDER IN THE 12 MONTH PERIOD IMMEDIATELY BEFORE THE PRECEDINGTHE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
8.2 Damages Waiver. Each party’s liability for any claim or liability arising out of or relating to this Agreement will be limited to the fullest extent permitted by Applicable Laws. Under no circumstances will either party be liable to the other for lost profits or revenues, lost data, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
8.3 Exceptions. The liability caps in Section 8.1 and the damages waiver in Section 8.2 do not apply to (i) breach of Section 10 (Confidentiality) resulting from gross negligence or willful misconduct (however, excluding any data or security breaches); or (ii) obligations in Section 9 (Indemnification).
9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claim.
9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claim.
9.3 Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b)providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
9.4 Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid fees for the remainder of the Subscription Period.
9.5 Exclusions.
(a) Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i)modifications to the Product that were not authorized by Provider or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement and including, without limitation, its failure to cease use of the Product after Provider’s direction pursuant to the Agreement and revisions to the Product made without Provider’s consent; (iii) use of the Product in combination with items not provided by Provider; (iv) use of an old version of the Product where a newer release made by Provider would avoid the Provider Covered Claim; and (v) Provider’s creation or modification of the Product in compliance with specifications furnished by Customer.
(b) Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from (i) the unauthorized use of the Customer Content, including use in violation of this Agreement; or(ii) revisions to Customer Content made by Provider or its agents or employees without Customer’s consent, other than revisions necessary to display or use Customer Content.
9.6 Exclusive Remedy. This Section 9(Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
10.1 Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b)not disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed, without use of or reference to Discloser’s Confidential Information, and has provided written evidence supporting such independent development to Discloser.
10.3 Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Disclosing Party reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.
10.4 Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 and Recipient remains responsible for everyone’s compliance with the terms of this Section 10.
Except for the limited right to access and use the Services and license to copy and use and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.6 (Customer Content), Customer retains all right, title, and interest in and to the Customer Content.
12.1 Entire Agreement; Order of Precedence. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. Notwithstanding the foregoing, if any terms and conditions contained in the Order Form, conflict with any terms and conditions contained in this Services Agreement, the order of precedence is: (a) the Order Form; and (b) this Services Agreement.
12.2 Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. However, Provider may update Technical Support, by giving Customer 30 days prior notice. During the 30-day notice period, Customer may terminate the Agreement or affected Order Form upon notice if the update is a material reduction from the prior version and Provider cannot reasonably restore the prior version or a comparable alternative. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
12.3 Governing Law and Chosen Courts. The law of the state of Delaware will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the state and federal courts located in San Francisco, California and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.
12.4 Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
12.5 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
12.6 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
12.7 Publicity. Customer may not publicly announce the existence of this Agreement without the prior written approval of Provider. Provider may identify Customer and use Customer’s logo and trademarks on Provider’s website and in marketing materials to identify Customer as a user of the Product. Customer hereby grants Provider a non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Provider or the Product during the length of the Agreement.
12.8 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
12.9 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
12.10 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
12.11 Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
12.12 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay fees.
12.13 Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
12.14 Government Rights. The Service is deemed “commercial items” or “commercial computer software” according to FAR section12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5).Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
12.15 Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
12.16 Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
12.17 Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.
13.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
13.2 “Agreement” means this Services Agreement, between Provider and Customer and the policies and documents referenced in or attached to such Services Agreement, including any applicable Order Form.
13.3 “Applicable Data Protection Laws” means the Applicable Laws that govern how the Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
13.4 “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
13.5 “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Order Form. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.
13.6 “Covered Claim” means either a Provider Covered Claim or Customer Covered Claim.
13.7 “Customer Content” means any written material, photos, other images, logos, or other data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
13.8 "Customer Covered Claims” means any third party claim, suit, or proceeding (i)arising out of, related to, or alleging infringement or misappropriation of a copyright, trademark, or trade secret resulting from Provider’s authorized use of Customer Content; (ii) arising out of, related to, or resulting from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).However, Customer’s obligations in the proceeding sentence do not apply to the exclusions set forth in Section 9.5(b).
13.9 “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
13.10 “Documentation” means the usage manuals and instructional materials for the Service that are made available by Provider.
13.11 “Feedback” means suggestions, feedback, or comments about the Product or related offerings.
13.12 “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disaster like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
13.13 “GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
13.14 “High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
13.15 “Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.
13.16 “Order Form” means Provider’s order form, attached to the Services Agreement, and any subsequent order form, which includes the key business details and definitions for this Agreement that are not defined in the Services Agreement. An Order Form may include details about the level of access and use granted to the Service or other details about the Product.
13.17 “Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
13.18 “Product” means the Service and Documentation.
13.19 “Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b)credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR;(e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws; or (f) illegal content.
13.20 “Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
13.21 “Provider Covered Claims” means any third party claim, suit, or proceeding arising out of, related to, or alleging infringement or misappropriation of a third party’s patent, copyright, trade secret, or other intellectual property right as a result of Customer’s authorized use of the Product. However, Provider Covered Claims do not include, and Provider’s obligations in the preceding sentence do not apply to the exclusions set forth in Section 9.5(a).
13.22 “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
13.23 “Service” means the product and services described in an Order Form.
13.24 “Services Agreement” means a document that is signed or electronically accepted by the parties that incorporates these terms and conditions, and includes an Order Form that identifies Provider and Customer.
13.25 “Updates” means any and all patches, enhancements, updates, upgrades and new versions of the Product that Provider makes commercially available.
13.26 “Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
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