Customer may not access these Services if they are BridgeFront’s direct competitor, except with BridgeFront’s prior express written consent. In addition, Customer may not access these Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. If Customer does not agree to this BridgeFront Online On-Demand Services Subscription Agreement, Customer may not access these Services.
This Agreement sets forth the terms and conditions that govern certain On-Demand Services provided by BridgeFront. This Agreement may be supplemented by separate Schedules that specify the On-Demand Services and quantities selected, the BridgeFront charges, and other details of your order. This Agreement and each Schedule are subject to signature by both BridgeFront and Customer. The Schedule and this Agreement will constitute the complete agreement for the On-Demand Services and will supersede any prior discussions or representations regarding the On-Demand Services. If there is a conflict between the terms and conditions of this Agreement and a Schedule, the terms and conditions of the Schedule will prevail, but only with respect to the On-Demand Services subject to the Schedule. Hereafter, the term “Services” shall mean the On-Demand Services. The parties agree as follows.
Article 1. Customer’s Use of the On-Demand Services
1.1 Provision of the Services. BridgeFront will make available to Customer on a subscription basis for the Term the On-Demand Services pursuant to this Agreement and the applicable Schedule. Services are designed to be available 24/7 subject to maintenance. Customer will be notified of scheduled maintenance. Service Level Warranties, if applicable, are set forth in the Schedule. BridgeFront will, as part of providing a Service, apply any update, bug fix or upgrade to the Service that it makes generally available to its customers of the Service. Services are subject to usage limits, including for example, the quantities specified in the Schedule.
1.2 Customer Obligations. Customer may enable access of the Services for use only by Authorized Persons solely for the internal business purposes of Customer and its Affiliates in accordance with this Agreement and not for the benefit of any third parties beyond the Authorized Persons. Customer is responsible for all Authorized Persons’ use of the Services and compliance with this Agreement and the applicable Schedule(s). Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all Customer Data that is transmitted or otherwise provided to BridgeFront and the means by which Customer acquired Customer Data; (b) ensure that its employees receive any required disclosures and appropriate training concerning the use of the Services; (c) use commercially reasonably efforts to prevent unauthorized access to, or use of, the Services, and notify BridgeFront promptly of any such unauthorized access or use; and (d) shall use the Services(s) only in accordance with this Agreement, the Documentation and the applicable Law. Customer shall not: (i) use the Services in violation of applicable Laws and regulations; (ii) in connection with the Services, send or storeinfringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights.
Customer shall be liable for the acts and omissions of all Authorized Persons and Customer Affiliates relating to thisAgreement.
Article 2. Customer Data
2.1 Protection and Security. During the Term of this Agreement, BridgeFront shall establish, implement and maintain commercially reasonable administrative, physical and technical measures (such as SSAE 16 SOC industry standard, and BridgeFront’s most recently completed SOC1 or SOC2 audit reports) that are designed to: (i) protect the security and integrity of Customer Data that is provided to BridgeFront by Customer, and that are reasonably appropriate to the risks represented by the processing and nature of the provided Customer Data to be protected, and designed to guard against the accidental or unauthorized access, use, loss or disclosure of Customer Data while it is on BridgeFront’s network and systems. Customer understands that it has an independent duty to comply with any and all Laws applicable to it in connection with its provision of Customer Data to BridgeFront.
2.2 Unauthorized Disclosure.
If either party believes that there has been a disclosure of Customer Data to anyone other than an Authorized Person or BridgeFront, such party must promptly notify the other party. Additionally, each party will reasonably assist the other party in investigating, remediating or mitigating any potential damage, including providing reasonable assistance with respect to any legally required notifications concerning the disclosure or the provision of credit reporting services to such individuals.
Except as set forth in this section, each party shall bear the costs of such investigation, remediation, mitigation and/or notification associated with an unauthorized disclosure.
In the event that the disclosure of Customer Data was caused by breach of BridgeFront’s obligations in this Agreement, then BridgeFront shall reimburse Customer for its reasonable actual out-of-pocket costs to investigate and/or remediate such disclosure and provide legally required notifications to the affected users, subject to the cap on liability in Section 9.1(1) This Section 2.2 states BridgeFront’s sole liability for unauthorized access, use, loss or disclosure of Customer Data attributable to BridgeFront’s breach of its obligations under this Article 2 or Article 3. The parties expressly acknowledge that the limitation set forth in this Section 2.2 is integral to the amount of fees charged in connection with this Agreement and that, were customer to have demanded that BridgeFront assume any further liability related to an unauthorized disclosure of Customer Data, BridgeFront would have declined to enter into the Agreement or would have demanded substantially higher fees.
Article 3. Fees and Payment
3.1 Fees. The On-Demand Fees shall be set out in each Schedule. BridgeFront will also invoice Customer at the time Customer adds any enhanced or additional Services or if Customer has increased usage by exceeding the users, Payees (or other metric or stated usage assumption described in the Schedule), as applicable, beyond those set out in a Schedule.
3.2 Payment Terms. The On-Demand Fees will be due and payable pursuant to the provisions of an applicable Schedule in the amounts set forth in each such Schedule. Thereafter, BridgeFront will invoice Customer annually in advance for the On-Demand Fees under a Schedule. BridgeFront is entitled to charge interest on any sum that is not paid when due at a monthly rate of 1.5% or lesser maximum allowable. However, Customer’s payment will not be considered overdue for any unpaid amounts disputed in good faith on an invoice-by-invoice basis.
3.3 Taxes. Excluding taxes based on BridgeFront’s income, Customer is liable for all taxes relating to the Services, except to the extent Customer has provided BridgeFront with a valid tax exemption or direct pay certificate.
Article 4. Confidentiality
4.1 Confidential Information Defined.
A. “Confidential Information” means all information disclosed by a party (“Discloser”) to the other party (“Recipient”), orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstance of disclosure. Customer’s Confidential Information includes Customer Data; BridgeFront Confidential Information includes the Services and Documentation; and Confidential Information of each party includes the terms of this Agreement and each Schedule (including signed order forms or statements of work entered under this Agreement), each party’s proprietary technology and technical information, business processes and technical product information, product plans and designs, issues, and all communication between the Parties regarding the Services.
B. Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; (iv) is received from a third party without breach of any obligation owed to the other party; or (v) is Aggregated Data as described further in Section 5.5.
4.2 Confidentiality Obligations. During the course of the parties’ relationship, each party may have access to Confidential Information of the other party. Neither party shall disclose any Confidential Information of the other party, orally or in writing, to any third party without the prior written consent of the other party, except as provided in this Agreement. The parties shall protect each other’s Confidential Information using commercially reasonable administrative, physical and technical safeguards. Neither party shall use the other party’s Confidential Information for any purpose other than lawful performance of this Agreement.
4.3 Disclosure to Third Parties and as Required by Law. Recipient may provide access to and use of Discloser’s Confidential Information only to those third parties that: (a) provide services to Recipient concerning Recipient’s use of Discloser’s Confidential Information; (b) have a need to use and access the Confidential Information; and (c) have agreed to substantially similar non-disclosure obligations as those contained in this Agreement. Recipient shall be responsible for the use by its third parties of the Discloser’s Confidential Information. To the extent Recipient may be required by Law to disclose Confidential Information, Recipient may make such disclosure, provided that Recipient (i) to the extent permitted by Law, notifies Discloser of such requirement prior to disclosure and (ii) makes diligent efforts to avoid and limit disclosure. Notwithstanding Recipient’s conformance with the procedures set forth in the prior sentence, the disclosure required by Law shall not itself cause the information to lose its confidential character unless the information ceases to be Confidential Information as a result of one of the reasons specifically set forth in Section 4.1.B above.
4.4 Injunctive Relief and other Remedies. Each party understands that Confidential Information constitutes valuable business assets of Discloser and its disclosure may irreparably harm Discloser. In the event of breach or threatened breach of obligations pertaining to Confidential Information by Recipient, Discloser shall be entitled to seek injunctive relief. In the event of an unauthorized disclosure of confidential Customer Data, Customer shall have the sole right to pursue the remedies set forth in Sections 2.2 and 9 of this Agreement. Any other potential remedies related to a breach of this section are subject to all other provisions in this Agreement, including without limitation, Article 9.
Article 5. Proprietary Rights
5.1 Ownership and Reservation of Rights to BridgeFront Technology. BridgeFront and its licensors own all right, title and interest in and to the Services, Documentation, and other BridgeFront Technology, as well as any modifications that are derivative works thereof. Subject to the limited rights expressly granted hereunder, BridgeFront reserves all rights, title and interest in and to the Services, and Documentation, including all related common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto. No rights are granted to Customer hereunder other than as expressly set forth herein.
5.2 License Grant. BridgeFront hereby grants Customer a non-exclusive, non-transferable, right to use the Services and Documentation, solely for the internal business purposes of Customer and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within scope of use defined in the relevant Schedule.
5.3 License Restrictions. Customer shall not (i) modify, copy or create any derivative works based on the Services or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services or Documentation available to any third party, other than to Authorized Persons as permitted herein; (iii) reverse engineer or decompile any portion of the Services or Documentation, including but not limited to, any software utilized by BridgeFront in the provision of the Services and Documentation, except to the extent required by Law; (iv) access the Services or Documentation in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Services or Documentation.
5.4 Ownership of Customer Data. As between BridgeFront and Customer, Customer owns its Customer Data.
5.5 Aggregated Data Use. Without limiting the confidentiality rights and protections set forth in this Agreement, BridgeFront owns and has the perpetual right to use for its business and or operating purposes the aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records in the Services, the number and types of transactions, configurations, and reports processed in the Services and the performance results for the Services (the “Aggregated Data”). Nothing herein shall be construed as prohibiting BridgeFront from utilizing the Aggregated Data for purposes of operating BridgeFront’s business, provided that BridgeFront’s use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Services. In no event does the Aggregated Data include any Customer Data or any information that personally identifies a specific individual.
Article 6. Term, Termination, Suspension, and Dispute Resolution
6.1 Term. This Agreement shall have a term commencing as of the Effective Date and ending upon expiration or termination of all Schedules issued hereunder. Each Schedule shall have a term commencing on its effective date and, unless otherwise set forth in the Schedule or upon the termination of the Schedule or this Agreement shall expire one (1) year after its effective date. Unless otherwise set forth in a Schedule or either party provides the other party with a sixty (60) day Termination Notice prior to the expiration of the then current term, upon expiration of a Schedule, the Schedule will automatically renew for one (1) year periods, at a rate of no more than five percent (5%) over the On-Demand Fees for the immediately preceding year.
6.2 Termination for Default. Either party may terminate this Agreement in its entirety or any specific Schedule if the other party breaches any material term of these General Terms or the applicable Schedule and does not cure such material breach within forty-five (45) days of receiving a Termination Notice.
6.3 Effect of Expiration or Termination. When this Agreement or any Schedule expires or is terminated, Customer shall pay all money due to BridgeFront for Services rendered up to the expiration or termination date and any payments that may become due pursuant to this Agreement subsequent to such expiration or termination. Customer also agrees to immediately stop using the Services and accessing the Software upon expiration or termination of the Schedule(s) and/or Agreement and both parties agree to stop using the Confidential Information of the other party and to return or destroy (at the party’s discretion) all the copies of the other party’s Confidential Information. To the extent the Recipient is required to keep a copy of any of the Discloser’s Confidential Information as required by applicable law, the Recipient shall continue to treat as Confidential Information in accordance with the terms of this Agreement.
6.4 Dispute Resolution. Prior to instituting formal proceedings, the parties shall attempt to resolve all disputes arising out of or relating to this Agreement informally. To invoke this process a party shall appoint a designated executive and request that the other party do the same. The other party shall make such appointment within five (5) days of receipt of the request. The designated executives shall then have up to thirty (30) days to attempt in good faith to resolve the matter. The informal dispute resolution process shall terminate at the end of the thirty (30) day period unless extended by mutual agreement. Disputes not resolved by informal dispute resolution as provided in this section will be resolved by litigation unless the parties mutually agree to an alternative dispute resolution method such as arbitration.
Nothing in this section shall prevent, or be construed as preventing, a party from (a) instituting formal proceedings to avoid the expiration of any applicable limitations period, or (b) seeking injunctive or other equitable relief in a court of appropriate jurisdiction.
The parties agree that all negotiations pursuant to this section will be confidential and therefore treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.
Article 7. No Warranties Except as Expressly Provided in a Schedule
7.1 OTHER THAN THE EXPRESS APPLICABLE SERVICE LEVEL WARRANTIES SET FORTH IN THE SCHEDULE, IF ANY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRIDGEFRONT MAKES NO WARRANTIES OF ANY KIND UNDER THIS AGREEMENT OR APPLICABLE SCHEDULE(S), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Article 8. Indemnification
8.1 Indemnification by BridgeFront. BridgeFront will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of a Service in accordance with this Agreement and the applicable Schedule infringes or misappropriates such third party’s United States or Canadian patent, copyright or trademark, or its trade secret(s) (a “Third Party Intellectual Property Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded by a court of competent jurisdiction against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Third Party Intellectual Property Claim Against Customer, provided Customer (a) promptly gives BridgeFront written notice of the Third Party Intellectual Property Claim Against Customer, (b) gives BridgeFront sole control of the defense and settlement of the Third Party Intellectual Property Claim Against Customer (except that BridgeFront may not settle any Third Party Intellectual Property Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives BridgeFront all reasonable assistance, at BridgeFront’s expense. If BridgeFront receives information about an infringement or misappropriation claim related to a Service, BridgeFront will either, in its discretion and at no cost to Customer, (i) modify the Service so that it no longer infringes or misappropriates, without materially degrading the functionality as described in the Documentation, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Third Party Intellectual Property Claim Against Customer arises from or is related to the provision of Customer Data by Customer to BridgeFront, including the unauthorized disclosure of Customer Data, (which are addressed in Section 2.2), Customer’s breach of this Agreement, modifications to the Services performed by parties other than BridgeFront, or combination of the Services with other materials not provided by BridgeFront.
8.2 Indemnification by Customer. Customer will defend BridgeFront against any claim, demand, suit or proceeding made or brought against BridgeFront by a third party alleging that Customer Data, or Customer’s use of any Service in breach of this Agreement and the applicable Schedule, infringes or misappropriates such third party’s intellectual property rights or violates applicable Laws (a “ Third Party Intellectual Property Claim Against BridgeFront”), and will indemnify BridgeFront from any damages, attorney fees and costs finally awarded by a court of competent jurisdiction against BridgeFront as a result of, or for any amounts paid by BridgeFront under a court-approved settlement of, a Third Party Intellectual Property Claim Against BridgeFront, provided BridgeFront (a) promptly gives Customer written notice of the Third Party Intellectual Property Claim Against BridgeFront, (b) gives Customer sole control of the defense and settlement of the Third Party Intellectual Property Claim Against BridgeFront (except that Customer may not settle any Third Party Intellectual Property Claim Against BridgeFront unless it unconditionally releases BridgeFront of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense.
8.3 Entire Indemnification. This Article 8 sets forth each parties’ liability and the other party’s sole and exclusive remedy for indemnification related to a Third Party Intellectual Property Claim Against Customer or a Third Party Intellectual Property Claim Against BridgeFront.
Article 9. Limitation of Liability
9.1 Direct Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, A PARTY’S AGGREGATE MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE TWELVE MONTHS PRIOR TO THE DATE SUCH CAUSE OF ACTION FIRST AROSE (“FEE EXPOSURE”), EXCEPT THAT THE DOLLAR LIMIT IN THIS SECTION 9.1 WILL NOT APPLY TO DAMAGES ARISING FROM: (I) A PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN ARTICLE 8; OR (II) EXPRESS OBLIGATIONS UNDER SECTION 2.2 RELATED TO THE UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA, WHICH SHALL BE CAPPED AT TWO TIMES THE FEE EXPOSURE. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER ARTICLE 3.
9.2 Exclusion of Consequential and Related Damages. EXCEPT TO THE EXTENT THAT THE DAMAGES OR COSTS SET FORTH IMMEDIATELY ABOVE IN SUBSECTIONS (I) AND (II) ARE DEEMED CONSEQUENTIAL OR INCIDENTAL DAMAGES, NEITHER PARTY (INCLUDING IN THE CASE OF BRIDGEFRONT, ANY OF ITS SUPPLIERS OR THIRD PARTY LICENSORS) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, LOST PROFITS OR REVENUES, COVER OR PUNITIVE DAMAGES, HOWEVER ARISING AND EVEN IF THE PARTY AGAINST WHOM THE CLAIM IS MADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Exclusion for Breach of Agreement. NOTWITHSTANDING SECTION 2.2 AND ARTICLE 8 OR ANY OTHER PROVISION IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THE EXTENT SUCH LIABILITY WOULD NOT HAVE OCCURRED BUT FOR THE OTHER PARTY’S FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS ARTICLE ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH THIS AGREEMENT AND THAT, WERE CUSTOMER TO HAVE DEMANDED THAT BRIDGEFRONT ASSUME ANY FURTHER LIABILITY BEYOND THAT SET FORTH HEREIN, BRIDGEFRONT WOULD HAVE DECLINED TO ENTER THE AGREEMENT OR WOULD HAVE DEMANDED SUBSTANTIALLY HIGHER FEES.
9.4 Essential Elements of Agreement. THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS OF DAMAGES APPLY REGARDLESS OF THE FORM IN WHICH AN ACTION (LEGAL, EQUITABLE OR OTHERWISE) IS BROUGHT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE LIMITATIONS OF LIABILITIES, DISCLAIMERS OF WARRANTIES, EXCLUSIVITY OF REMEDIES, AND OTHER LIMITATIONS SET FORTH HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES (WITHOUT WHICH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WOULD NOT OCCUR) AND WILL APPLY EVEN IF A REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
Article 10. Miscellaneous
10.1 Notices. All notices required or permitted by this Agreement shall be in writing and shall be effective upon delivery (i) to the addresses indicated on the first page of this Agreement, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party; and (ii) also to the attention of each party’s General Counsel.
10.2 Assignment. Subject to BridgeFront’s right to utilize Suppliers to supply all or part of the Services, neither party shall assign or transfer any of its rights or delegate any of its duties under this Agreement, whether by operation of law, as a result of a change of control or otherwise, without the other party’s prior written consent, which consent the other party shall not unreasonably withhold, delay or condition, and any purported assignment or transfer shall be null and void. Notwithstanding the above, either party may assign the Agreement as part of a general assignment to a successor-in- interest who is not a direct competitor of the non-assigning party without the other party’s prior written consent.
10.3 Survivability. The terms of this Agreement, which by their nature one would reasonably intend to survive this Agreement shall survive it, including terms addressing fees (Article 3), confidentiality (Article 4), ownership (Article 5), termination (Article 6), representations and warranties (Article 7), indemnity (Article 8), limitation of liability (Article 9), and the applicable miscellaneous sections in Article 10.
10.4 Law and Jurisdiction. California law shall govern this Agreement, excluding its conflict of laws provisions. The provisions of any federal or state Uniform Computer Information Transactions Act shall not apply. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. The federal and state courts in the Northern District of California shall have exclusive jurisdiction with respect to any action arising out of, relating to or in any way connected with this Agreement, its negotiation or termination, or the Services.
10.5 Article and Section Headings. The Article and Section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.
10.6 Force Majeure. Except for Customer’s obligation to pay BridgeFront or to assume obligations for taxes, neither party shall be liable for any failure to perform due to causes beyond its reasonable control, such as war, terrorism, civil commotion, Internet service interruptions or slowdowns, vandalism or “hacker” attacks, or governmental demands or requirements.
10.7 Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision.
10.8 Waivers. The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such party’s right to exercise or enforce such right or any other right in the future.
10.9 Publicity. BridgeFront may add Customer’s name and logo to BridgeFront’s published list of customers so as long as Customer continues to be a subscriber of the Services.
10.10 Modifications, Additional Terms, Entire Agreement, Amendment. No purchase order or other document that purports to modify or supplement this Agreement shall add to or vary the terms of this Agreement. All proposed variations or additions, whether submitted by BridgeFront or Customer, are objected to and deemed immaterial unless otherwise agreed to in a writing signed by both parties. This Agreement constitutes the entire agreement and understanding between the parties concerning Customer’s access to the Services and may not be modified by custom or usage. This Agreement replaces and supersedes all prior oral or written understandings, communications and representations between the parties with respect to the Services. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties.
Article 11. Definitions
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of fifty-one percent (51%) of the voting interests of the subject entity.
“Authorized Persons” means an individual or entity that is authorized by Customer to use the Services, or to whom Customer (or BridgeFront at Customer’s request) have supplied a user identification and password. Authorized Persons may include, for example, Customer’s employees, partners, customers, consultants, and contractors. Authorized Persons exclude competitors of BridgeFront.
“BridgeFront Technology” means BridgeFront proprietary technology, including the Services, software, hardware designs, copyrights, trademarks, patents, trade secrets, software tools, algorithms, user interface designs, architectures, products, documentations, the designs and schema for any network or system connectivity and related intellectual property worldwide and whether in printed, written, electronically reproduced or any other form and whether owned by BridgeFront or any Supplier or licensed to BridgeFront or any Supplier and all enhancements, derivatives, improvements, modifications or extensions of such technology conceived, reduced to practice or developed during the term of this Agreement.
“BridgeFront” means BridgeFront LLC, its subsidiaries and Affiliates.
“Confidential Information” has the definition provided in Section 4.1.A.
“Customer” means any person or entity that agreed to these terms via an online click though or through signing a Schedule with incorporates these terms by reference.
“Customer Data” means the electronic data or information submitted by Customer or Authorized Persons to the Services.
“Discloser” has the definition provided in Section 4.1.A.
“Documentation” means the published user manuals, whether in print or electronic form, or on-line help functions for each Service, as updated from time to time.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.
“On-Demand Fee” means the fee BridgeFront charges to Customer for the Services that is detailed in each Schedule.
“Recipient” has the definition provided in Section 4.1.A.
“Schedule” means an “Order” or any of the so-titled documents, along with all of its exhibits and attachments, which is issued pursuant to or refer to this Agreement and executed is by Customer and BridgeFront.
“Services” or “On-Demand Services” means the On-Demand Services provided by BridgeFront to Customer under a Schedule.
“Supplier” means any person or entity contracted by BridgeFront that provides services, materials, products, or supplies in connection with the Services. BridgeFront may change Suppliers at its sole discretion.
“Term” means the duration of Customer’s subscription to the Service as set forth in the Schedule.
“Termination Notice” means prior written notice by one party to the other of the intent to terminate the Services under any or all Schedules.
Customer has indicated their agreement to these terms by signing a Schedule for Services or by checking the box that they agree to these terms in their online Order.
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