Subscription Services Agreement
This Subscription Services Agreement (“Agreement”) is made between you, as subscriber (“You”) and InfiniSuite, LLC, a Michigan limited liability company (“InfiniSuite”), and governs Your use of the Service (as defined below). Your use of the Service constitutes Your acceptance of the terms of this Agreement. If You do not wish to agree to the terms of this Agreement, discontinue all use of the Service.
InfiniSuite provides a subscription service to which You intend to subscribe. This Agreement sets forth the terms pursuant to which You and Your Authorized Parties will be permitted access to InfiniSuite’s Service. The Parties agree as follows:
1. Provision of Service.
1.1 InfiniSuite Obligations. During the Term, InfiniSuite shall: (i) make the Service available to You in accordance with the Documentation and pursuant to the terms of this Agreement; (ii) not use Subscriber Data except to provide the Service to Authorized Parties, or to prevent or address service or technical problems, verify Improvements, in accordance with this Agreement and the Documentation, or in accordance with Your instructions; and (iii) not disclose Subscriber Data to anyone other than Authorized Parties in accordance with this Agreement. InfiniSuite reserves the right to deny access to the Service to anyone at any time in the event that InfiniSuite, in good faith, believes it is necessary for purposes of ensuring Your compliance with this Agreement or to protect the rights, property, and interests of InfiniSuite, and its Affiliates, service providers, and licensors. InfiniSuite may, but is not obligated to, provide Improvements during the Term.
1.2 Subscriber Obligations. You may enable access of the Service for use only by Authorized Parties solely for Your internal business purposes in accordance with the terms of this Agreement and the Documentation and not for the benefit of any third parties. You are responsible for the use of the Service by all Authorized Parties and compliance with this Agreement. You shall: (a) have sole responsibility for the evaluation, selection, and for the results obtained from the Service; (b) comply with all rules and regulations relating to the Service in the Documentation or sent to You by email or other electronic means as they may be amended from time to time; (c) have sole responsibility for the accuracy, quality, and legality of all Subscriber Data; and (d) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, notify InfiniSuite promptly of any such unauthorized access or use, and cooperate with and assist InfiniSuite in identifying and preventing any unauthorized use, copying, or disclosure of the Service, the Documentation, or any portion of the Service or Documentation. You shall not: (i) use the Service in violation of applicable Laws or in such a manner as is likely to harm InfiniSuite, its Affiliates, service providers, licensors and/or suppliers; (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Harmful Code in connection with the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to breach the security of the Service, or access or attempt to access data belonging to third parties; or (vi) attempt to gain access to the Service or its related systems or networks in a manner not set forth in this Agreement or the Documentation. You shall be liable for the acts and omissions of all Authorized Parties and Your Affiliates relating to this Agreement.
2. Fees.
2.1 Invoices; Payment. Subscription Service Fees and all other fees due under this Agreement will be invoiced to You and shall be due and payable as provided in the invoice for the Service. Invoices may be sent electronically (by email or otherwise). All fees are based on access rights acquired and not actual usage. You shall provide InfiniSuite with complete and accurate billing contact information including a valid email address.
2.2 Non-Payment and Suspension of Service. If Your account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, InfiniSuite reserves the right to suspend the Service upon thirty (30) days written notice, without liability to You, until such amounts are paid in full.
2.3 Taxes. All Subscription Service Fees invoiced pursuant to this Agreement do not include any transaction taxes, which may include local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature (collectively defined as “Taxes”). All Subscription Service Fees invoiced pursuant to this Agreement are payable in full and without reduction for Taxes. You are responsible for paying all Taxes imposed on the Service.
3. Proprietary Rights.
3.1 Ownership and Reservation of Rights to InfiniSuite Intellectual Property. InfiniSuite and/or its licensors own all right, title and interest in and to the Service, Documentation, and other InfiniSuite Intellectual Property Rights, which do not include any of the Open Source Components. Subject to the limited rights expressly granted in this Agreement, InfiniSuite reserves all rights, title and interest in and to the Service and Documentation, including all related Intellectual Property Rights. No rights are granted to You other than as expressly set forth in this Agreement.
3.1.1 License to Use the Base Applications Code. Subject to the terms of this Agreement, InfiniSuite grants You a license to use the source code underlying the business logic portion of the Software (“Base Applications Code”) for any purpose, including copying or modifying it, combining it with Your products, or creating enhancements to the Base Applications (“Extensions”). If you distribute modifications or Extensions, you shall include a notice informing the recipient that you have modified or adapted the Base Applications Code and the Software. You shall inform third parties to whom You distribute modifications or Extensions of the terms of this Agreement.
3.1.2 Ownership of Open Source Components. InfiniSuite does not assert any right to or interest in any Open Source Components of the Service. The Open Source Components may be used by either Party in any way that Party deems appropriate, subject only to Section 3.3.3.1. The Open Source Components are provided “AS IS.”
3.2 Access to and Use of Content. You have the right to access and use the Service and Documentation subject to the terms of this Agreement and the Documentation.
3.2.1 InfiniSuite Client. Upon payment of the Subscription Service Fee pursuant to Section 2.1, you may download and use the InfiniSuite in-browser software (“InfiniSuite Client”). InfiniSuite Client includes access to the Base Applications Code, but does not include, under any circumstances, access to InfiniSuite’s proprietary and confidential source code for the software itself (“Core SDK Code”).
3.2.2 InfiniSuite Server. Upon payment of the Subscription Service Fee pursuant to Section 2.1, you may access and use the InfiniSuite server-based software (“InfiniSuite Server”). You shall not access the source code for InfiniSuite Server (the “Server Code”) for any purpose.
3.3 Restrictions.
3.3.1 Core SDK Code and Server Code. Except as otherwise provided in this Agreement, You shall not (i) modify or copy the Code SDK Code or the Server Code, or any related Documentation, or create any derivative works based on the Core SDK Code or the Server Code or related Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Core SDK Code or the Server Code or related Documentation available to any third party, other than to Authorized Parties as permitted in this Agreement; (iii) disassemble, decompile or “unlock,” decode, or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover the Core SDK Code or the Server Code, or underlying algorithms of any portion of the Core SDK Code or the Server Code; (iv) access the Core SDK Code or the Server Code, or related Documentation in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Core SDK Code or the Server Code or related Documentation.
3.3.2 Base Application Code. You may access the Base Applications Code to create Extensions, and for the purpose of enhancing the Software. You may not access the Base Applications Code for the purpose of viewing or distributing the Core SDK Code or the Server Code.
3.3.3 Open Source Components. The Open Source Components in the Service are subject to any applicable license requirements and restrictions, including without limitation those listed below:
3.3.3.1 The MIT Software.
Copyright (c) 2018 MIT
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "MIT Software"), to deal in the MIT Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the MIT Software, and to permit persons to whom the MIT Software is furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the MIT Software.
THE MIT SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE MIT SOFTWARE.
4. Confidentiality.
4.1 Confidentiality. Subject to Section 4.5, neither You nor InfiniSuite may disclose or use any Confidential Information of the other Party except as reasonably necessary to perform obligations or exercise rights pursuant to this Agreement, except with the other Party's prior written permission.
4.2 Protection. The Parties each agree to protect the Confidential Information of the other Party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care. You shall be responsible for any breach of Section 4 by Your Authorized Parties.
4.3 Compelled Disclosure. A disclosure by one Party of Confidential Information of the other Party to the extent required by Law shall not be considered a breach of this Agreement, provided the Party so compelled promptly provides the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other Party's cost, if the other Party wishes to contest the disclosure.
4.4 Remedies. If You or InfiniSuite disclose or use (or threatens to disclose or use) any Confidential Information of the other Party in breach of Section 4, the other Party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies are inadequate.
4.5 Exclusions. Confidential Information does 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 You or InfiniSuite 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; or (iv) is received from a third party without breach of any obligation owed to the other Party. Subscriber Data shall not be subject to the exclusions set forth in this Section 4.5.
5. Subscriber Data.
6. Limited Warranties; Disclaimer of Warranties.
6.1 Warranty of Title. InfiniSuite warrants to You that InfiniSuite is the owner of the Service or otherwise has the right to provide the Service to You as set forth in this Agreement without violating any proprietary rights of any third parties.
6.2 Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 6, INFINISUITE DISCLAIMS, TO THE EXTENT AUTHORIZED BY LAW, ANY AND ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (i) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WORKMANLIKE EFFORT; (ii) WARRANTIES ARISING THROUGH COURSE OF DEALINGS OR USAGE OF TRADE; AND (iii) WARRANTIES THAT THE SERVICE WILL BE ERROR-FREE. WITHOUT LIMITING THE FOREGOING, INFINISUITE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICE. THIS DISCLAIMER APPLIES TO ANY EXPENSES, DAMAGES, OR INJURY, REGARDLESS OF THE CAUSE, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTUOUS BEHAVIOR, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION.
6.3 No Other Warranties. NO ADVICE OR INFORMATION PROVIDED BY INFINISUITE SHALL CREATE ANY WARRANTY.
7. Limitation of Liability.
7.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR SIMILAR LOSSES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Limitation on Damages. EXCEPT FOR A BREACH OF SECTION 3, SECTION 4, SECTION 8, OR A COMBINATION OF THOSE SECTIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFINISUITE’S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF SUBSCRIPTION SERVICE FEES PAID TO INFINISUITE BY YOU UNDER THIS AGREEMENT, BUT IN NO EVENT SHALL SUCH LIABILITY EXCEED THE AMOUNT OF FEES PAID OVER THE IMMEDIATELY-PRECEDING TWELVE MONTHS IN THE AGGREGATE FOR ALL OCCURENCES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
7.3 Application of Limitations. All limitations on liability, damages and claims are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. Notwithstanding the foregoing, Section 7.1 shall not apply in the event You have accessed or viewed, or attempted to access or view, the Core SDK Code or the Server Code.
7.4 No Third Party Representations or Warranties. No third party is authorized by InfiniSuite to make any representation or warranty to You regarding the Service.
8. Indemnification.
8.1 Indemnification by InfiniSuite.
8.1.1. Infringement; Limitation. InfiniSuite will, at its expense, indemnify and hold You harmless against any claims made by an unaffiliated third party that the Software infringes its patent, copyright, or trademark, or misappropriates its trade secret (“Infringement Claim”); provided (a) You notify InfiniSuite, in writing, not later than 20 days after You receive notice of the Infringement Claim, (b) You give InfiniSuite sole control of the defense and any settlement negotiations, and (c) You cooperate with InfiniSuite in defending against or settling the Infringement Claim. InfiniSuite’s obligation of indemnification will not apply to the extent that the Infringement Claim is based on (v) Your use of the Software after InfiniSuite notifies You to discontinue use due to such a claim; (w) Your combining the Software with non-InfiniSuite products, data, or business process including third party add-ons or programs; (x) damages attributable to the value of the use of a non-InfiniSuite product, data or business process; (y) Your altering or modifying the Software, including any modifications by third parties; or (z) Your use of the Software in violation of this Agreement. You will reimburse InfiniSuite for any costs or damages that result from these actions.
8.1.2 Remedy for Infringement. If InfiniSuite receives information concerning an Infringement Claim, InfiniSuite may, at its expense and without obligation to do so, either (a) procure for You the right to continue to run the Software or (b) modify the Software or replace it with a functional equivalent, to make it non-infringing, in which case You will stop using the allegedly-infringing Software immediately. If, as a result of an Infringement Claim, Your use of the Software is enjoined by a court of competent jurisdiction, InfiniSuite will, at its option, (w) procure the right to continue its use, (x) replace it with a functional equivalent, (y) modify it to make it non-infringing, or (z) refund the Fees and terminate this Agreement.
8.1.3 Exclusive Remedy. This Section 8.1 constitutes your exclusive remedy for Infringement Claims.
8.2 Subscriber Indemnification. You shall indemnify, defend, and hold harmless InfiniSuite from and against any and all claims, actions, losses, or damages, including reasonable attorneys’ fees and costs, incurred by InfiniSuite arising or resulting from any use of the Software or the Service by You, Your Affiliates, or any party related to You or acting Your authorization, in a manner not expressly authorized by this Agreement, or any Extension You create.
9. Term; Termination.
9.1 Term of Agreement. This Agreement is effective upon Your acceptance of this Agreement, or upon Your accessing the Service, even if You have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated.
9.2 Termination. Either Party may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other Party of a material breach by the other Party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, InfiniSuite may terminate this Agreement immediately and without notice if it has reasonable cause to believe You have accessed or viewed, or attempted to access or view, the Core SDK Code or the Server Code. Upon any termination by You pursuant to this Section 9.2, InfiniSuite shall refund to You any prepaid fees for the affected Service that was to be provided after the effective date of termination.
9.3 Effect of Termination. Upon any termination of this Agreement, You shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service and InfiniSuite Confidential Information. Termination for any reason shall not relieve You of the obligation to pay any fees accrued or due and payable to InfiniSuite prior to the effective date of termination and termination for any reason other than for uncured material breach by InfiniSuite shall not relieve You of the obligation to pay all future amounts due.
9.4 Surviving Provisions. The following provisions of this Agreement shall survive the termination of this Agreement; Sections 3.1, 3.3, 3.4, 3.6, 3.7, 4, 5, 6, 7, 9.3, 9.4 and 10.
10. General Provisions.
10.1 Relationship of the Parties. 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.
10.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices to InfiniSuite shall be addressed to the attention of its President. Notices to You shall be addressed to the address provided to InfiniSuite pursuant to Section 2.1. Each Party may modify its recipient of notices by providing notice pursuant to this Agreement.
10.3 Waiver and Cumulative Remedies. 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. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
10.4 Force Majeure. Except for Your payment obligations, neither You nor InfiniSuite shall be liable for any failure or delay in performance under this Agreement for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving InfiniSuite or Your employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
10.5 Amendment. This Agreement may only be amended, modified, or supplemented by written agreement of You and InfiniSuite. Notwithstanding the foregoing, InfiniSuite reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of InfiniSuite’s Subscription Services Agreement, posted at www.infinisuite.com/legal.html the latter will prevail. If You do not accept amendments made to this Agreement, then this Agreement will be immediately terminated pursuant to Section 9.
10.6 Assignment. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due fees are paid in full. Any attempt by a Party to assign its rights or obligations under this Agreement other than as permitted by this Section 10.6 shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
10.7 Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan, without regard to its conflicts of law provisions. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated in Washtenaw County, Michigan. You and InfiniSuite agree that the Uniform Computer Information Transactions Act (UCITA) as adopted in any state in which this Agreement may be performed shall not apply to this Agreement. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, or related to, use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
10.8 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, You shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.
10.9 Federal Government End Use Provisions (if applicable). InfiniSuite provides the Service, including related software and technology, for federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202.3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a “need for” right not conveyed under these terms, it must negotiate with InfiniSuite to determine whether there are acceptable terms for transferring additional rights. The Parties must execute a mutually-acceptable addendum specifically conveying such rights in order to convey such rights beyond those set forth in this Agreement.
10.10 Use of Your Name. Unless You provide InfiniSuite with written notice to the contrary, You gives InfiniSuite the right to use Your name in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing that You are a customer of InfiniSuite.
10.11 Miscellaneous. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order or in any other order documentation You provide shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
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 more than 50% of the voting interests of the subject entity.
"Authorized Parties" means Your or Your authorized Affiliate’s Employees and third party providers authorized to access Your Tenants and/or to receive Subscriber Data by You (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process.
"Confidential Information" means (a) any software utilized by InfiniSuite in the provision of the Service and its respective source code; (b) Subscriber Data; (c) the Documentation; (d) each Party’s business or technical information, including but not limited to training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as "confidential" or "proprietary" or the receiving Party knows or should reasonably know is confidential or proprietary; and (e) the terms, conditions and pricing of this Agreement (but not its existence or parties). Notwithstanding anything to the contrary in the preceding sentence, “Confidential Information” does not include any Open Source Components in the Service.
“Documentation" means InfiniSuite’s electronic and hardcopy user guide for the Service, which may be updated by InfiniSuite from time to time.
"Employee" means employees, consultants, and independent contractors of You and Your Affiliates whose business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased.
“Harmful Code” means any: (a) virus, Trojan horse, worm, backdoor or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person, or otherwise deprive a user of its lawful right to use such software..
“InfiniSuite Client” has the meaning set forth in Section 3.2.1.
“InfiniSuite Server” has the meaning set forth in Section 3.2.2.
“Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades, and changes to the Service and Documentation, as developed by InfiniSuite and made generally available for use without a separate charge to You.
“Intellectual Property Rights” means any and all 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 to those property rights and intellectual property rights.
“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective Party.
“Open Source Components” means any software component that is subject to any open source copyright license agreement.
“Personal Data” means any information that is related to an identified or identifiable individual and has been provided by You or Your Affiliates as Subscriber Data within the Service to enable InfiniSuite to process the data on Your behalf.
"Service" means the Software, provided by InfiniSuite on a subscription-as-a-service basis as described in the Documentation and subscribed to under any purchase order.
“Software” means InfiniSuite’s web-based, enterprise resource planning applications, including InfiniSuite Client and InfiniSuite Server.
"Subscriber Data" means the electronic data or information submitted by You or Authorized Parties to the Service.
“Subscriber Input” means suggestions, enhancement requests, recommendations, or other feedback provided by You, Your Employees and Authorized Parties relating to the operation or functionality of the Service. “Subscriber Input” does not include an Extension unless You expressly transfer the Extension to InfiniSuite.
“Subscription Service Fees” means all amounts invoiced and payable by You for the Service.
"Tenant" means a unique instance of the Service, with a separate set of Subscriber Data held by InfiniSuite in a logically separated database (i.e., a database segregated through password-controlled access).
“Term” has the meaning set forth in Section 9.1.