Terms and Service
Last Updated: December 2021 (see previous version).
Definitions
l.l Defined Terms. Defined terms have the meanings set forth in this Section l (Definitions) and elsewhere in this Agreement when capitalized, and may be read in singular, plural or an alternative tense as the context requires.
1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than 50% of the outstanding voting interests of the subject entity.
1.3 “Agreement” means this Master Subscription Agreement and applicable Statements of Work and Order Forms executed between Customer and Company.
1.4 “Beta Services” means products, data cuts, services, integrations, or other features that Company makes available to Customer to try at Customer’s option, at no additional charge, and are designated as beta, limited release, preview, non-production, or other similar description.
1.5 “Company” means RFPIO, Inc. a Delaware corporation with an office located a 4145 SW Watson Ave. Suite 450, Beaverton, OR 97005 and its Affiliates.
1.6 “Confidential Information” means information which is proprietary to or confidential to the Disclosing Party (as defined in Section 5.1) or its Affiliates, including, without limitation, information relating to the Disclosing Party’s business, marketing plans, financial affairs and product development efforts, patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code). hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services, strategy, trade secrets, know-how, technical information, specifications, past, present and future operations, partner, client, and supplier identities, and other non-public information, whether tangible, intangible, visual, electronic or otherwise, together with notes, analysis, compilations, projections, and/or other documents prepared by either party, their directors, officers, employees, agents and representatives, based upon, containing or otherwise reflecting such information.
1.7 “Customer” means the entity identified on the Order Form or SOW (by its legal name or its other assumed, trade, or ‘doing business as’ name) that purchased Company’s Software or Services pursuant to an Order Form or SOW, or such company’s permitted Affiliates, successors or assigns.
1.8 “Customer Data” means all information Customer or its Users loads into the Software or otherwise provides to Company to enable the provision of the Software and Services (or provides to Company for loading or inputting into the Software on Customer’s behalf). and any information provided by Customer relating to its use of Professional Services.
1.9 “Customer Input” means any information Customer may have provided to Company as an idea, feature request, enhancement or bug-fix in respect to the Software, Services, or other product offerings of Company.
1.10 “Documentation” means the applicable training materials, user guides, publicly available marketing and/or proposal materials, and other similar information, or other documents disseminated under or governed by confidentiality obligations which pertain to the Software or Services provided by Company, which may be updated by Company at any time without
Agreement. Any claims against Company or its Affiliates under this Agreement may only be brought by the Customer entity that is a party to this Agreement.
14.3 The Parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise,joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement. Neither party has any authority of any kind to bind the other party in any respect whatsoever.
14.4 This Agreement is not assignable, transferable or sub licensable by either Party without the other Parties prior written consent, except as such assignment, transfer or sub license relates to an Affiliate or is in connection with a merger, acquisition or similar change of control event.
14.5 This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Lists of examples, such as lists following “including,” or “e.g.”, are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.”
14.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this Agreement shall be enforceable in accordance with its terms
14.7 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or electronic mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service to Customer at the addresses listed on the current Order Form or SOW or to Company at the address listed herein; Attn: Chief Executive Officer, with a copy to [email protected]; and upon receipt, if sent by certified or registered mail, return receipt requested.