Terms of Service

These Terms of Service govern access to and use of Aportio Services as specified in an Order and together with all Orders comprise our agreement (“Agreement”).   This Agreement is effective as of the date you click to accept it, or you and we have signed an Order that references these Terms of Service (“Effective Date”).  Where these terms differ from the terms set out in the Order, the terms in the Order shall prevail.

  1. Services

1.1  We will provide the Services in accordance with each Order, these Terms of Service and the applicable Documentation.

1.2  We will provide Support Services in accordance with the applicable Order or otherwise in accordance with our current standard support policies. We will provide support only to designated individuals and are not required to provide any support directly to your End Users.

1.3  You must at all times be in compliance with our credit approval criteria that were effective as of the Effective Date of this Agreement or at the commencement of any renewal period.

1.4  We guarantee that the SLA Services (meaning any or all of the SLA Services listed in the Order) will be available 99.5% of the time in any given monthly billing period. You are entitled to a credit of 5% of your given monthly fee for the SLA Services for each 30 minutes of SLA Service unavailability (after the first .5%) in a given monthly period.

1.5  To receive a credit, you must request a credit by emailing credits@aportio.com within thirty (30) days following the end of the downtime. You must show that your use of the Services was adversely affected in some way as a result of the downtime to be eligible for the credit. Notwithstanding anything in these Terms of Service to the contrary, the maximum total credit for the monthly billing period, including all guarantees, shall not exceed 100% of the fees for that billing period. Credits that would be available but for this limitation will not be carried forward to future billing periods. You are not entitled to a credit if:

    • your actions or omissions have caused the SLA failure.
    • if downtime would not have occurred but for your breach of these Terms of Service, including violation of the Acceptable Use Policy (AUP) – accessible at https://aportio.com/acceptable-use-policy/.
    • for downtime or outages resulting from denial of service attacks, virus activity, hacking attempts, or any other circumstances that are not within our control.

1.6  For services which require email communication, we will use commercially reasonable efforts to process your email messages, but we do not guarantee processing. You acknowledge that the limitations of any filtering service will likely result in the non-processing of some legitimate emails. We are not responsible for any non-processing arising from the failure of filtering services to filter legitimate email or, or from a failure of your email to reach its intended recipient.

2. Customer Data, Data Processing and Security

2.1 We will provide the Services in accordance with the privacy practices set out in https://aportio.com/privacy-policy/ and any additional security specifications identified in the Order or these Terms of Service. You must use reasonable security precautions in connection with your use of the Services, including appropriately securing and encrypting any data you deem to be sensitive data stored on or transmitted using the Customer Configuration. Customer Data is, and at all times shall remain, your exclusive property.

2.2 We will not access or use Customer Data, except as necessary to provide the Services to you or as provided for in this Agreement.

2.3 You are solely responsible for Customer Data. You will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.

2.4 Under this Agreement, we are a Data Processor. You agree to control, and we agree to process Personal Data in accordance with applicable laws and regulations and to assist one another in relation to any allegation or claim regarding unauthorised, access, use, processing or disclosure of Personal Data.

2.5 All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards we have described in any document describing those standards which we have provided to you. We have implemented (at least) industry standard systems and procedures to (a) ensure the security and confidentiality of Customer Data, (b) protect against anticipated threats or hazards to the security or integrity of Customer Data, and (c) protect against unauthorised access to or use of an Application and Customer Data.  You agree that we may process and store Customer Data in data centres located in Australia, and that other locations may be added over time. In the event that other locations are added, you will be notified at least 2 months in advance, and may terminate this Agreement without liability on 1 month’s notice (even during any initial subscription term) and a refund of any fees paid in advance relating to the period following the date that termination takes effect.

2.6 We will comply with any legal disclosure requirements, and will notify you promptly if we become aware that your Customer Data is accessed by, or disclosed to, an unauthorised party and will provide such details as we are able to, to enable you to assess and manage the associated impact. You or your personnel may notify us by means of the facility made available for this purpose through our Services if at any time you consider your Customer Data has been accessed by, or disclosed to, an unauthorised party.

2.7 You acknowledge and understand that the Services include the transmission of unencrypted email in plain text over the public internet. You are responsible for encrypting any sensitive data you use in conjunction with the Services. Email sent using the Services may be unsecured, may be intercepted by other users of the public internet, and may be stored and disclosed by third parties (such as a recipient’s email service provider). Although Services include support for TLS, content may be transmitted even if the recipient does not also support TLS, resulting in an unencrypted transmission.

3. Customer Obligations

3.1 You and your End Users may require an account to use the Services (“Account”). You are responsible for the information provided to create Accounts, the security of any token and password for the Accounts and for any use of the Accounts and any password or token.  If you become aware of any unauthorised use of an Account, password or token, you must notify us as promptly as possible.

3.2 You will not, and will not allow your End Users or other parties under your control to (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services or Software (except to the extent such restriction is expressly prohibited by applicable law), (b) upload to the Services any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy or right of publicity, hateful, or otherwise objectionable, (c) circumvent the user authentication or security of the Services or any related host, network or account, (d) perform any penetration testing on or with respect to the Services, including use of any tools, code or instruction intended to fuzz, damage, destroy, alter, reveal any portion or expose vulnerability of the Site; (e) sublicense, resell, or distribute any or all of the Services or Software unless via separate agreement, (f) create multiple accounts to simulate or act as a single account or otherwise access the Services in a manner intended to avoid incurring Fees; or (g) make any use of the Services that violates any applicable local, state, national, international or foreign law. You agree to comply with any additional restrictions on how the Services or Software may be used where stated in Documentation we provide on their use.

3.3 You agree to comply with the documentation provided to you with your Order and agree that we may establish new procedures for your use of the Services as we deem necessary for the optimal performance of the Services, provided that if You reasonably believe that any new procedures will cause any material adverse effect on You, you may terminate this Agreement without liability on 1 month’s notice (even during any initial subscription term) and a refund of any fees paid in advance relating to the period following the date that termination takes effect.

3.4 We will only back up data to the extent stated on an Order. It is your responsibility to ensure the integrity and security of Customer Data and to regularly backup and validate the integrity of backups of Customer Data on an environment separate from the Customer Configuration. Data is retained by Aportio for a maximum of 90 days.

3.5 We may suspend the Services without liability if: (i) we reasonably believe that the Services are being used in violation of the Agreement; (ii) you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement; (iii) there is an attack on the Services or your Services are accessed or manipulated by a third party without your consent, (iv) we are required by law or by a regulatory or government body to suspend the Services, or (v) there is another event for which we reasonably believe that the suspension of the Services is necessary to protect the Aportio network or our other customers. You agree that if the Services are reinstated after a suspension for non-payment or for your breach of the Agreement (including the AUP), you will pay a reinstatement fee of NZD$500.

4. Intellectual Property

4.1 Except as expressly stated in this Agreement, this Agreement does not grant either party any rights to the other’s content or any of the other’s intellectual property. As between the parties (a) you own all Intellectual Property rights in Customer Data, except as necessary to provide the Services to you, and (b) we own all Intellectual Property rights in the Services, Documentation and Software, and in anything that we develop (“New IP”).  Where we have developed New IP as part of a professional services engagement under an Order, you may use the New IP solely for your business purposes in connection with the purpose for which the New IP was developed, and if IP ownership is specified in the Order Form or SOW, then you will own the specified IP for that Order Form or SOW.

4.2 If you provide feedback or suggestions about the Services provided to us by you or an End User about the Services, then, we may use that information in developing products and the Services without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that feedback.

4.3 You agree that we may use and retain any data, content, materials or Intellectual Property you provide us, or that are input into or generated by the Services (together “Materials”), to provide the Services, and to improve and further develop our services generally (and for this limited purpose only may retain the Materials following expiry or termination of this Agreement), subject at all times to our compliance with applicable data protection laws and the confidentiality obligations in clause 6.

4.4 We may provide third party software for your use as part of the Services or to assist in our delivery of the Services (“Third Party Software”). Unless otherwise permitted by the terms of the applicable license you may not (i) assign, grant or transfer any interest in the Third Party Software to another individual or entity, (ii) reverse engineer, decompile, copy or modify the Third Party Software, (iii) modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Third Party Software, or (iv) exercise any of the reserved Intellectual Property rights provided under the laws governing this Agreement. You may only use Third Party Software provided for your use as part of the Services (identified on the Order) on the Customer Configuration on which it was originally installed, subject to any additional restrictions identified in these Terms of Service or Order. You are prohibited from using Third Party Software which we install for any other purpose other than to assist our delivery of the Services. Upon termination of the Order, you will permit removal of the Third Party Software. We make no representation or warranty regarding Third Party Software except that we have the right to use or provide the Third Party Software and that we are in material compliance with the applicable license.

4.5 Without limiting clause 8.1, if an third party claim of Intellectual Property infringement threatens Your continued use of the Services and we determine that it is not reasonably or commercially practicable to obtain the right to use the infringing element, or modify the Services or Deliverable such that they do not infringe, then we may terminate the Order on 60 days’ notice and will not have any liability on account of such termination except to refund amounts paid for unused Services (prorated as to portions of Deliverables deemed infringing).

5. Fees

5.1 You agree to pay all Fees in accordance with our electronic bill or issued invoice, within seven (7) days of receipt. If you have arranged for payment by credit card, we may charge your card or account on or after the invoice date.  Payments must be made by means of wire transfer using the bank information we provide to you.  Fees must be paid in the currency identified in your Order.  You are solely responsible for all wire transfer and other bank fees associated with the delivery of payments to us. Your obligation to pay Fees is non-cancellable and without right off set-off or chargeback.   Unless otherwise stated, all pricing in Orders is in New Zealand dollars. Late payment will accrue interest at rate of one and one-half percent per month or otherwise up to the maximum legal rate and may charge you for any cost or expense arising out of our collection efforts.

5.2 Any invoice disputes must be submitted prior to the payment due date. You may withhold payment of any invoice amount that you genuinely and in good faith dispute as being payable, but only for so long as payment is disputed, provided that you pay all undisputed amounts by the due date for their payment. You and we agree to use good faith efforts to resolve any payment dispute promptly.  To the fullest extent permitted by law, you waive all claims relating to Fees unless claimed within ninety days after charged. If your undisputed payment is thirty days or more late we may suspend the Services on 10 days’ written notice.

5.3 If under applicable tax legislation the Services are subject to local goods and services tax, then in addition to the Fees you will pay us a further amount equal to that GST, subject to receipt of a valid tax invoice.

5.4 Amounts due to us under the Agreement are exclusive of any value added, goods and services, sales, use, property, excise and like taxes, import duties and/or applicable levies (collectively, “Tax”). You are responsible for any Taxes and will pay us for the Services without any reduction for Taxes. If you are required by law to withhold any Taxes from your payments to us, then our price may be adjusted to recover such taxes from you. You must also provide us with an official tax receipt or other appropriate documentation to support such withholding.  You will be liable to pay (or reimburse us for) any taxes, interest, penalties or fines arising out of any mis-declaration or non-payment by you.

5.5 We may vary the Fees or these Terms of Service upon giving you 30 days’ notice. With respect to customers that are not party to a then-effective Order, such rate changes will be effective immediately upon the posting of an update. With respect to Customers that are party to a then-effective Order, the revised rates, charges and fees assessed to you for Services under such Order will not become effective until the commencement of the next renewal term of such Order. With respect to Customers that are party to a then-effective Order, unless otherwise expressly provided in a notice provided by us pursuant to your Order, the rates and charges set forth in an Order will increase automatically by three percent (3%) (as compared to the rates and charges in effect for the immediately preceding term) effective upon the commencement of each renewal term (and the Order will be deemed amended to reflect such increased rates and charges). If at any time during either an initial or renewal term of an Order a third party license provider directly or indirectly increases the fee they charge us for your use of Third Party Software, we may increase your fees by the same pro-rated percentage amount on ninety (90) days’ advance written notice.

6. Confidentiality

6.1 Subject to clause 6.2, the recipient will not disclose Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it, or in the case of professional advisors, are otherwise bound, to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to keep it confidential.

6.2 The recipient may also disclose Confidential Information to the extent required by Law, provided that the recipient uses commercially reasonable efforts to (a) promptly notify the other party of such disclosure before disclosing (unless this would be a breach of Law or lead to death or serious physical harm to an individual), and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. As between the parties, you are responsible for responding to all third party requests concerning use of the Services by you and your End Users.

6.3 Any content, including email messages and other items sent or received via the Services will include information that is created by the systems and networks that are used to create and transmit the message including information such as server hostnames, IP addresses, timestamps, mail queue file identifiers, and spam filtering information (“message routing data”). You agree that we may view and use the message routing data for our general business purposes, including maintaining and improving security, improving our services, and developing products. In addition, you agree that we may disclose message routing data to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you or any employee, Affiliate, client, or End User.

6.4 We collect and store information related to your use of the Services, such as use of the Website, API, SMTP and filtering choices and usage. You agree that we may use this information for our general business purposes and may disclose the information to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you or any employee, Affiliate, client, or End User.

7. Term and Termination

7.1 At the end of the initial term for your Subscription as set out in your Order, your Subscription will automatically renew for further periods of one year at a time, or as provided for in the applicable Order (each a “Renewal Period”). You or we may decline the next Renewal Period by giving the other party at least 60 days’ notice.

7.2 Either party may terminate this Agreement with immediate effect, by giving notice to the other party, if (a) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice, or (b) the other party ceases its business operations or becomes the subject of insolvency proceedings and the proceedings are not dismissed within 60 days.

7.3 You may terminate this Agreement for your convenience at any time, by giving 60 days’ notice to us, or as otherwise provided for in the applicable Order.

7.4 If this Agreement is terminated, then (a) the rights granted by one party to the other will immediately cease, except for any that are expressly stated to continue following termination, and (b) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party, except to the extent that retention is permitted by this Agreement.

7.5 If your Subscription comes to an end for any reason, we will allow you a further period of 90 days to download your Customer Data from our Services.

8. Indemnities

8.1 We will indemnify you against any settlement amounts approved by us and damages and costs finally awarded against you by a court of competent jurisdiction, to the extent arising from (a) an unaffiliated third party’s claim, demand, suit or proceeding (“Claim”) that use of our or any of our service providers’ technology or Intellectual Property Rights infringes the third party’s patent, copyright, trade secret or trademark, or (b) death, personal injury or damage to tangible property caused by our personnel in their performance of the Services.

8.2 Unless prohibited by applicable Law, you will defend and indemnify us against any settlement amounts approved by you and damages and costs finally awarded against us by a court of competent jurisdiction to the extent arising from a Claim regarding (a) Customer Data, or (b) your use of the Services that is in breach of clauses 3.1 or 3.2.

8.3 Clauses 8.1 and 8.2 will apply only to the extent that (a) the indemnified party promptly gives the indemnifying party written notice of the Claim and sole control of the defence and settlement of the Claim (except the indemnifying party may not settle any Claim unless it unconditionally releases the indemnified party for all liability), and (b) gives the indemnifying party all reasonable assistance, at the indemnifying party’s expense.

8.4 Without affecting either party’s termination rights, clauses 8.1 and 8.2 state the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against parties’ only rights and obligations for any type of claim, and the risks and liabilities contemplated in, this clause 8.

9. Warranties

9.1 Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, and (b) it will comply with all Laws applicable to its provision, or use, of the Services. We warrant that the Services and Software will perform, and be performed, substantially in accordance with the applicable Order and Documentation.   To the maximum extent permitted by applicable law, our sole liability and your sole remedy for any liability arising under this clause 9.1 if the breach relates to our Services or the Application is limited to, at our option, re-supply of the Services or the payment of the cost of having the Services supplied again.

9.2 The credits stated in any applicable SLA Services are your sole and exclusive remedy for our failure to meet those guarantees for which credits are provided. The total credit(s) for failure to meet any applicable SLA Services for any calendar month shall not exceed one hundred percent of the then current monthly recurring fee for the Services. Credits that would be available but for this limitation will not be carried forward to future months. You are not entitled to a credit if you are in breach of the Agreement at the time of the occurrence of the event giving rise to the credit until you have remedied the breach. No credit will be due if the credit would not have accrued but for your action or omission.

9.3 Except as expressly provided for in this Agreement, to the maximum extent permitted by applicable law, we and our suppliers do not make any other warranty of any kind, whether express, implied, statutory oR otherwise, including warranties of merchantability, fitness for a particular use and non-infringement AND WE MAKE NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL BE YOUR REQUIREMENTS OR BE ACCURATE, ERROR-FREE, RELIABLE OR AVAILABLE. we and our suppliers are not responsible or liable for the deletion of or failure to store any Customer Data.  you are solely responsible for securing and backing up your Customer Data.  our Content and Free Services are provided “As Is”, exclusive of any warranty of any kind.  Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party suppliers.

10. Liability

10.1 To the maximum extent permitted by applicable law, Neither party will in any circumstances be liable to the other for any indirect or consequential loss, or any loss of profits, business, opportunity, revenue or reputation, or any loss of or corruption to data, arising in any way in connection WITH this Agreement, regardless of whether such loss was foreseeable or not.

10.2 To the maximum extent permitted by applicable law, neither party, may be held liable under this Agreement for more than the amount paid by you to us under this Agreement during the twelve months prior to the event giving rise to liability.

10.3 These limitations of liability do not apply to breach of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer’s payment obligations. Otherwise, the limitations and exclusions under this heading apply to liability of all kinds, whether in contract, tort (including negligence), equity or otherwise.

11. General

11.1 All notices must be in writing and addressed to both the other party’s primary point of contact as identified in the applicable Order. For notices given by electronic mail, notices will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

11.2 Each party will maintain, at its own expense during the term of the Agreement, insurance appropriate to its obligations under this Agreement, including as applicable general commercial liability, errors and omissions, employer liability, and worker’s compensation insurance as required by applicable Law.

11.3 Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

11.4 Clauses 4, 5, 6, 7, 8, 9, 10 and this clause 11, and all other clauses intended to survive, will survive the termination or expiry of this Agreement.

11.5 This Agreement does not create any agency, partnership or joint venture between the parties.

11.6 No amendment or variation of the Order or these Terms of Service will be effective unless it is in writing and signed by each party, provided that we may update these Terms of Services to be effective for this Agreement by notification to you so long as your rights under this Agreement are not materially and adversely affected. The terms located at a URL referenced in this Agreement are incorporated by reference into the Agreement. After the Effective Date, we may provide an updated URL in place of any URL in this Agreement.

11.7 Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

11.8 Each Order and these Terms of Service constitute the sole and entire understanding with respect to the subject matter hereof and supersede all prior discussions, proposals, representations and understandings, written or oral.

11.9 You and we agree that both parties are in trade for the purposes of this Agreement, and we both agree to contract out of the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986, and that it is fair and reasonable to do so.

11.10 This Agreement does not confer any benefits on any third party unless it expressly states that it does.

11.11 Orders may be executed in counterparts including facsimile, PDF and other electronic copies, each of which will be deemed an original and together will constitute the same instrument.

12. Governing law

12.1 The Agreement is governed by the laws of New Zealand, exclusive of any choice of law principle that would require the application of the law of a different jurisdiction. Any dispute or claim relating to or arising out of the Agreement shall be submitted to binding arbitration in New Zealand under the laws of New Zealand. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce an arbitration award. Neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

13 Publicity, use of marks

13.1 Unless otherwise agreed in the Order, you agree that we may publicly disclose that we are providing Services to you and may use your name and logo to identify you in promotional materials, including press releases. You may issue publicity regarding the Agreement, use our name or logo or other identifying indicia, or publicly disclose that you are using the Services, subject only to adhering to our corporate style guides when using our logos.

14. Assignment/subcontractors

14.1 Neither party may assign the Agreement or any Orders without the prior written consent of the other party except to an Affiliate or successor as part of a corporate reorganization or a sale of some or all of its business, provided the assigning party notifies the other party of such change of control. We may use our Affiliates or subcontractors to perform all or any part of the Services, but we remain responsible under the Agreement for work performed by our Affiliates and subcontractors to the same extent as if we performed the Services itself. You acknowledge and agree that our Affiliates and subcontractors may be based outside of the geographic jurisdiction in which you have chosen to store Customer Data and if legally required the parties will enter into good faith negotiations of such agreements as are necessary in order to legitimize the transfer of Customer Data.

15. Force Majeure

15.1 Neither party will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond its control, such as significant failure of a part of the power grid, failure of the Internet, natural disaster or weather event, war, riot, insurrection, epidemic, strikes or labour action, terrorism, or other events beyond such party’s reasonable control (but this will not include any employee or labour issues, or issues in its own supply chain).

15.2 If any part of the Agreement is found unenforceable, the rest of the Agreement will continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable and give business efficacy to the Agreement. Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. The relationship between the parties is that of independent contractors and not business partners. Neither party is the agent for the other and neither party has the right to bind the other on any agreement with a third party. The use of the word “including” means “including without limitation”.

16. Defined Terms

The following words have the meaning stated:

“Account” means the user profile and login details to access Aportio Services.

”Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.  “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity

“Agreement” has the meaning given in the introduction to these Terms of Service.

“Aportio”, “We”, “us” or “our” means Aportio Solutions Limited.

“Aportio Configuration Requirements” means those specifications identified by Aportio as required to perform the Services, such as a required reference architecture or software version as described in your Order or Terms of Service.

“Application” means a piece of software within a customer’s network.

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information.  It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, as between you and us, Customer Data is your Confidential Information.

“Customer Configuration” means an information technology system which is the subject of the Services or to which the Services relate.

“Customer Data” means data, information, materials and any other content provided to us by you or your End Users (or at your or their direction) in connection with, or by means of, the Services.

“Data Controller” mean the entity which determines the purposes for which, and the means by which, personal data is processed. The Data Controller is the owner of the Data (typically the customer).

“Data Processor” means an entity which processes personal data only on behalf of a Data Controller. The Data Processor is usually a third-party external to the company whose role is to hold, transform or manipulate data and transport it to its ultimate destination.

“Deliverables” means the tangible or intangible materials which are prepared for your use in the course of performing the Services and that are specifically identified in a Order as Deliverables and described therein.

“Documentation” means the documentation, usage guides and polices, as updated from time to time, which we have provided to you or are accessible by login to the applicable Service.

“End Users” means the individuals you permit to access or use the Services and any Software.

“Fees” means the applicable fees for each Service as set out in an Order and any applicable Taxes.

“Intellectual Property” means patents, copyrights, trademarks, trade secrets, and any other proprietary intellectual property rights.

“Law” includes (a) legislation, including regulations, by-laws, declarations and other subordinate legislation, (b) common law, (c) government agency requirement or authorisation (including conditions in respect of any authorisation), and (d) code of practice, order, injunction or judgment.

“Material” means data, content, materials or Intellectual Property you provide us, or that are input into or generated by the Services

“Representatives” means a party’s respective service providers, officers, directors, employees, contractors, Affiliates, suppliers, agents.

“Order” means an ordering document or online order referencing these Terms of Service.

“Personal Data” means any information relating to: (a) an identified or identifiable natural person; or (b) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations, where for each of (a) and (b), such data is Customer Data.

“Services” means the products and services as further described in the Documentation that we provide to you or that are ordered by you under an Order.

“SLA Services” means services defined in your Order that have a specified credit remedy for an identified failure to deliver or provide the Services to the identified standard.

“Software” means any downloadable tools or other proprietary computer software provided by us in connection with the Services, and any updates we may make to that Software from time to time.

“Subscription” means the term of your subscription to our online Services as defined in an Order.

“Taxes” means any duties, customs fees, or taxes (other than our income tax) associated with the purchase of the Services, including any related penalties or interest.

“Terms of Service” means these terms of service.

“Third Party Software” means is a reusable software component developed to be either freely distributed or sold by an entity other than the original vendor of the development platform.

“You” or “your” means, in the case of an individual accepting this Agreement on his or her own behalf, that individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement.