Terms and Conditions

Master Service Agreement

Last Updated: May 17, 2023

  1. Introduction and Scope
    • This Master Service Agreement (“Agreement”) sets forth the general terms and conditions governing access to and use of the Services. By signing an associated Statement of Work and accessing and using the Services,
    • Customer agrees to be bound by the terms and conditions set forth in this Agreement.
      Customer acknowledges that this Agreement is solely between Provider and Customer.
    • The definitions in Section 14 (Definitions) apply to this Agreement. All terms in quotation marks in the body of this Agreement are also defined terms.
  2. License Grant

Subject to the terms and conditions of this Agreement (including Customer’s obligation to pay for Service access), Provider hereby grants to Customer a non-exclusive, non-transferable, non-perpetual license to use the Platform, under Provider’s intellectual property rights in the Platform, to access the Services solely for the Permitted Applications.

3. Delivery of, Access to and Use of the Services

    • Delivery of Services. Customer and Provider shall implement a mutually agreeable strategy and formats for access to and delivery of the Services provided under this Agreement.
    • Access to Services. To the extent a Customer account is setup by Provider, Customer agrees to assume sole responsibility for the security and confidentiality of its and its End Users’ account usernames and passwords as assigned by Provider. An account username is valid for use only in the United States. This Agreement, the license granted hereunder, and account usernames and passwords are subject to termination, cancellation or suspension by Provider should Provider determine in its sole discretion that the Services are being used in violation of this Agreement, an applicable SOW, or applicable law. Re-issuance or re-activation of usernames may be subject to a fee. Customer shall immediately notify Provider in writing if there is any reason to believe that the confidentiality of its usernames or passwords has been compromised.
    • Use of Services. Provider reserves the right to review and analyze all data passing through its Platform for the purpose of improving and maintaining the Services.

4. Fees

    • In consideration of the rights granted Customer hereunder, Customer will pay Provider the Fees as described in each SOW. All Fees and pricing are considered Confidential Information. Each Party has come to its own conclusion that the Fees do not violate or conflict with applicable federal, state and local laws and regulations.
    • Unless otherwise indicated in an SOW, fees are exclusive of sales, use, ad valorem, personal property, and other taxes, all of which are the responsibility of Customer. Should any state, local authority, or jurisdiction impose sales tax on the Services, Customer shall be responsible for payment of such taxes.
    • Billing and Payment. At the end of each Provider billing cycle, Provider will invoice Customer for all Fees incurred by Customer during such billing cycle. Customer will pay the invoice in full within thirty (30) days of receipt. If full payment is not made, a charge equal to one and one-half percent (1.5%) of all amounts not subject to reasonable dispute will be added to the balance due, not to exceed the maximum legal limit permitted by law. If Customer becomes thirty (30) or more days past due on amounts not subject to reasonable dispute, Customer shall be in default of this Agreement, and Customer’s access to any Service will be automatically disabled until all undisputed past due charges are paid. Customer will continue to be responsible for any monthly minimum charge during any period that access is suspended. If it becomes necessary for Provider to enforce this Agreement through an attorney, collection agency, or directly through small claims court, Customer shall pay all attorney’s fees, agency fees, court costs, and other collections costs, including without limitation post-judgment costs for legal services at trial and appellate levels. Invoices and billing inquiries shall be sent to the billing email address provided by Customer to Provider at the time of onboarding. Notice of any changes to Customer’s billing email address shall be provided to Provider pursuant to Section 13.10 below.
    • Collection of Fees. Collection of Fees due from any End User to Customer is the sole obligation of Customer. The Fees due to Provider under this Agreement are due and payable regardless of whether an End User pays Customer. Provider does not indemnify Customer for the nonpayment of Fees due to Customer from any End User.
    • Reporting and Audits. Provider reserves the right to a reasonable audit of the Customer to ensure Customer’s compliance with the terms and conditions of the Agreement and any SOW, after providing Customer with reasonable notice thereof. Provider shall pay for and may choose the appropriate auditor or investigator in its sole discretion. If such auditor determines there has been a material breach in Customer’s compliance with the terms of this Agreement, Provider may immediately terminate the Agreement and pursue its other legal remedies. Should Customer not cooperate with Provider’s reasonable request to audit Customer’s compliance within thirty (30) days of notice thereof, Customer shall be deemed to have admitted to a material breach in Customer’s compliance for which Provider may immediately terminate the Agreement and pursue its legal remedies.

5. Term & Termination

    • The term of this Agreement (the “Term”) shall commence on the Effective Date as stated above and will remain in force as long as any SOW remains in effect and shall terminate when all SOWs have terminated.
    • Bankruptcy or Insolvency. If either Party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver over it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, then the other Party may, by giving written notice thereof to such Party, terminate this Agreement and any related SOW as of a date specified in such notice of termination.
    • Effects of Termination. Upon expiration or termination of this Agreement or any related SOW for any reason: (a) all license rights granted shall terminate except to the extent stated in this Section; and (b) Customer shall immediately pay to Provider all amounts outstanding as of the date of such termination. The Parties will cooperate to inform End Users regarding the termination of the Agreement, provided that neither Party shall communicate with any third party without the other Party’s express prior written approval of the contents of such communication. In addition to this Section 5, Sections 4 (Fees), 7 (Confidentiality), 8 (Security and Data Privacy), 9 (Warranties), 10 (Limitations of Liability), 11 (Indemnification), 13 (General Provisions), and 14 (Definitions) shall survive expiration or termination of this Agreement.
    • Payment upon Expiration or Earlier Termination. In the event this Agreement is terminated, Customer shall pay Provider in full for all products actually delivered and Services actually performed by Provider under this Agreement.

6. Third Party Use

If the Permitted Applications include providing a Service to End Users, Customer by written contract will require all End Users to agree, represent and warrant: (i) to use such Service only for the Permitted Applications; (ii) to any additional restrictions set forth in an SOW; (iii) to restrictions at least as restrictive as those set forth in Sections 2 (License), 7 (Confidentiality) and 8 (Security and Data Privacy) of this Agreement; and (iv) not to sublicense, lease, resell or otherwise provide or redistribute such Services, or products or services incorporating the Service, in any form to any party, except as expressly permitted in the Permitted Applications. This Section 6 is not intended to authorize the Customer to provide a Service to End Users unless expressly permitted in the Permitted Applications.

7. Confidentiality

    • Non-Disclosure. All Confidential Information disclosed by one party (“Disclosing Party”) and received by another Party (the “Receiving Party”) shall be held in confidence by the Receiving Party and not disclosed to any third party except as authorized under this Agreement and shall be used by the Receiving Party only for the purpose of this Agreement. The Receiving Party may disclose Confidential Information to its and its Affiliates’ officers, directors, employees, consultants, advisors, vendors, suppliers or other contractors (“Representatives”) who have a need to know such information for such purpose; provided that such Representatives are bound by terms of confidentiality and non-use at least as restrictive as those set forth in this Agreement.
    • If compelled by a requirement of a government agency, a court, or by law or discovery to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party promptly shall, if permitted by law, notify the Disclosing Party in writing prior to making any disclosure to provide the Disclosing Party a reasonable opportunity to either waive any objection to such disclosure or request a remedy from the appropriate authority. The Receiving Party shall reasonably cooperate with the Disclosing Party in its efforts to obtain such a remedy. If the Disclosing Party waives its objections, is unsuccessful in its request, fails to make such a request or such request is not permitted, the Receiving Party shall furnish only that portion of the Confidential Information that is legally required.
    • Return of Confidential Information. Upon the written request of Disclosing Party, within 30 calendar days, Receiving Party shall, at the Disclosing Party’s option, either destroy or return to the Disclosing Party all tangible embodiments upon which the Disclosing Party’s Confidential Information is stored and all copies thereof, if any. If Disclosing Party requests that Receiving Party destroys all Confidential Information, Receiving Party shall certify in a writing to be delivered to the disclosing party within five (5) business days following such destruction that such destruction has been completed. Notwithstanding the foregoing, (a) if Receiving Party is required by applicable law or regulation or under a bona fide document retention policy to retain Confidential Information, Receiving Party may retain such Confidential Information to the extent necessary to comply with the law or regulation or document retention policy, and (b) without limiting the foregoing, Receiving Party may retain any electronic files containing Confidential Information residing on backup systems or tapes to the extent such backups were created in the ordinary course of Receiving Party’s business and it is impractical to destroy such files or deliver them to the Disclosing Party; provided, however, in each case, Receiving Party will continue to maintain the confidentiality of the Confidential Information and will discontinue all use thereof.
    • Injunction. Each Party acknowledges that the unauthorized disclosure, use or disposition of Confidential Information could cause irreparable harm and significant injury that may be difficult to ascertain. Accordingly, the Parties agree that the Disclosing Party shall have the right to seek an immediate injunction in the event of any breach of this section, in addition to any other remedies that may be available at law or in equity.
    • Non-Solicitation. Under this Agreement, each Party may expose and introduce the other to its employees but is not required to do so. As a result, each Party, on behalf of itself and its representatives or Affiliates, agrees that during the term of this Agreement and for a period of one (1) year thereafter, it shall not solicit, divert or take away, contract, employ or hire, directly or indirectly, any employees of the other Party. For purposes of this paragraph, employees shall be individuals employed by or for the benefit of each Party within the six (6) month period preceding the date of this Agreement and throughout the term of this Agreement. The foregoing provision will not prohibit a general solicitation of employment in the ordinary course of business or prevent either Party from employing any employee who contacts a Party as a result of such a general solicitation or at the employee’s own initiative without any direct or indirect solicitation by or encouragement from such Party.

8. Security and Data Privacy

    • Each Party will implement industry-standard measures to (i) ensure the security and confidentiality of Confidential Information, (ii) protect against any anticipated threats or hazards to the security or integrity of Confidential Information, and (iii) protect against unauthorized access to or use of Confidential Information. If either Party knows or reasonably believes that there has been any unauthorized access to or acquisition of data that compromises the security, confidentiality or integrity of Confidential Information (“Security Breach”), that Party will (i) immediately notify the other Party and promptly provide the other Party with such information as the other Party may reasonably request to assist it with evaluating the effect of the Security Breach on it and its operations, (ii) promptly investigate, correct, mitigate or otherwise deal with the Security Breach at that Party’s expense, including without limitation, by identifying the Confidential Information affected by the Security Breach and preventing its continuation and recurrence, (iii) comply with any and all applicable laws, regulations and orders, and (iv) defend, indemnify and hold the other Party and its officers, directors, employees and agents, harmless from and against any and all third-party claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorneys’ fees, directly arising from the Security Breach, except to the extent resulting from the gross negligence or willful misconduct of the other Party.
    • Data Privacy. Neither Party will store, copy, analyze, monitor or otherwise use Personal Information except for the purposes set forth in this Agreement. The Parties will comply fully with all applicable laws, regulations and government orders relating to Personal Information and data privacy with respect to any data that Party receives or has access to under this Agreement or in connection with the performance of services under this Agreement.

9. Warranties

    • Provider warrants to Customer that the Services do not infringe, misappropriate or violate the intellectual property rights of a third party. Provider will indemnify, defend and hold Customer harmless from and against any and all claims, losses, liabilities, costs and expenses attributable to any allegation of copyright infringement or improper use of another’s intellectual property arising out of this Agreement (unless such allegation arises from the combination or use of the Service with any other software, data, or materials not furnished by Provider or use of the Service violates any term or condition contained in this Agreement), provided that (i) Customer gives Provider prompt written notice of any such allegation, (ii) Provider maintains full and complete control over the defense of any such allegation, and (iii) Customer cooperates fully with Provider in the defense of any such allegation. If the Service becomes or, in Provider’s opinion, is likely to become the subject of any claim or action that infringes, misappropriates or violates the intellectual property rights of another person, then Provider, at its expense and option, may: (i) procure the right for Customer to continue using the Service, (ii) modify the Service in a manner not inconsistent with the terms and conditions of this Agreement so as to render it no longer subject to any such claim or action, or (iii) replace the Service or any portion thereof with equally suitable, functionally equivalent, non-infringing data. If none of the foregoing is commercially practicable, Provider may terminate this Agreement and refund a pro-rata amount of the Fees actually paid hereunder.

10. Limitation of Liability

PROVIDER AND CUSTOMER AGREE THAT THE FOLLOWING MUTUAL LIMITATION OF LIABILITY IS AGREED TO IN CONSIDERATION OF THE FEES TO BE CHARGED AND THE NATURE OF THE SERVICES UNDER THIS AGREEMENT. PROVIDER AND CUSTOMER AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AND ITS PERSONNEL’S MAXIMUM AGGREGATE AND JOINT LIABILITY TO THE OTHER PARTY FOR CLAIMS AND CAUSES OF ACTION RELATING TO THIS AGREEMENT OR TO SERVICES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE HIGHER OF $25,000 OR THE TOTAL FEES AND COSTS CHARGED BY PROVIDER FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM(S) OR CAUSE(S) OF ACTION. THIS LIMITATION OF LIABILITY EXTENDS TO ALL TYPES OF CLAIMS OR CAUSES OF ACTION, WHETHER IN BREACH OF CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION CLAIMS/CAUSES OF ACTION FOR NEGLIGENCE, PROFESSIONAL NEGLIGENCE OR NEGLIGENT MISREPRESENTATION ON THE PART OF EITHER PARTY OR ITS PERSONNEL, BUT EXCLUDING CLAIMS/CAUSES OF ACTION FOR INTENTIONALLY FRAUDULENT CONDUCT, CRIMINAL CONDUCT OR INTENTIONALLY CAUSED INJURY. THE PERSONNEL OF EACH PARTY ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS LIMITATION OF LIABILITY. “PERSONNEL,” AS USED IN THIS PARAGRAPH, MEANS THE RESPECTIVE PARTY’S STAFF, EMPLOYEES, CONTRACTORS, MEMBERS, PARTNERS AND SHAREHOLDERS. CUSTOMER AND PROVIDER AGREE THAT THEY EACH HAVE BEEN FREE TO NEGOTIATE DIFFERENT TERMS THAN STATED ABOVE OR CONTRACT WITH OTHER PARTIES.

11. Indemnification

Customer agrees to indemnify and hold Provider harmless from and against all claims of third parties arising out of or related to the use of the Service by the Customer, or attributable to Customer’s breach of this Agreement or from any third party’s unauthorized use of the Service, provided that Provider gives Customer prompt written notice of any such claim. Customer shall control the defense and any settlement of such claim achieved in good faith with reasonable efforts extended to retain confidentiality of such settlement and not harm Provider or its reputation, and Provider shall cooperate with Customer in defending against such claim.

12. Network Access

Customer shall not permit any access to the Platform that may damage, disrupt, disable, alter or erase any Services, including but not limited to (a) the introduction of any viruses, Trojan horses, time bombs, spyware, drop dead devices, computer software routines, or hardware components designed to permit unauthorized access to, or use of, the Services or computer systems on which the Services are loaded; or (b) denial of service (DoS) or distributed denial of service (DDoS) attacks or other attempts intended to shut down access to the Services. Any use by Customer of Services that disrupts the normal use of the Services for Provider or other Provider clients will constitute a breach of this Agreement. Customer shall use commercially reasonable efforts, including without limitation, regular use of virus protection software programs that meet or exceed industry standards to prevent any such programs or codes from being introduced into the systems used by Provider to provide the Services. If such access, program or code is found to have been introduced through Customer to the systems or software applications of Provider used to provide the Services, Provider may immediately terminate this Agreement and Customer shall, at its sole expense, provide assistance to Provider to eradicate, eliminate and reduce the effects of such program or code and, if the program or code causes a loss of operational efficiency or loss of data to Provider, financially compensate Provider for such losses of operational efficiency or data.

13. General Provisions

    • Use of Name. Neither Party shall use the other Party’s name, affiliates’ names, trademarks and/or logos for advertising or any other similar purpose including, but not limited to, brochures, advertisements, press releases, testimonials, websites, customer reference lists or other implied or expressed endorsements, without prior written approval. Each Party hereby agrees in advance that the infringed upon Party will be entitled to injunctive relief in its favor without proof of actual damages in the event of breach of this provision. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies at law or in equity available to said Party.
    • Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and supersedes any prior understandings, agreements, representations, discussions and negotiations, whether oral or written.
    • If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
    • Waiver; Modifications. No waiver by either Party of any breach by the other Party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. No modifications of this Agreement shall be effective unless in writing and signed by the Parties.
    • Any provision of this Agreement that contemplates performance after the expiration or earlier termination of this Agreement or that expressly states that it shall survive termination of the Agreement, shall so survive such expiration or termination and shall continue in full force and effect until fully satisfied.
    • Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signature on a copy of this Agreement received by either Party by facsimile, PDF or other email transmission is binding upon the other Party as an original. The Parties also consent to the use of the secure electronic signature technology system operated by DocuSign Inc. and any comparable electronic signature services to sign this Agreement and agree to be bound by copies of this Agreement that have been electronically signed. If this Agreement is executed in counterparts, no signatory hereto shall be bound until all Parties hereto have duly executed or caused to be duly executed a counterpart of this Agreement.
    • Governing Law and Forum. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of California applicable to agreements executed and to be performed solely within such State. The Parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Central District of California, Orange County Branch and the Superior and Municipal Courts of the State of California, Orange County in any litigation arising out of this Agreement.
    • Uncontrollable Events. With the exception of Customer’s payment obligations, neither Party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such Party. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay; provided, however, that the Party so affected shall give prompt notice to the other Party of such delay. The Party so affected, however, shall use its best efforts to avoid or remove such causes of nonperformance and to recommence performance as promptly as commercially reasonable.
    • With the exception of parent companies, affiliates and subsidiaries, neither this Agreement nor any right or obligation hereunder or interest herein may be transferred or assigned by either Party without prior written consent of both Parties, which consent shall not be unreasonably withheld. This Agreement shall inure to the benefit of and be binding upon each Party’s permitted successors and assigns.
    • Notices shall be effective upon receipt and shall be sent (i) by private carrier or reputable overnight carrier with package tracing capability; (ii) by personal service; or (iii) by registered or certified mail, postage prepaid, return receipt requested. Notices to Provider shall be sent to Veros Software, Attn: Legal Department and SVP Operations, 2333 N. Broadway, Suite 350, Santa Ana, CA 92706; and notices to Customer will be sent to Customer’s address in the applicable SOW.
    • Marketing and Promotion. Unless required by applicable law, no Party shall issue any press release or otherwise make any public statement with respect to the transactions contemplated by this Agreement without the written consent of other Party; said consent is not to be unreasonably withheld.
    • Independent Contractor. Provider, in providing the Services, is acting as an independent contractor and has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed under this Agreement. Nothing in this Agreement is intended nor shall it be construed to create a partnership, joint venture, agency or employer-employee relationship between the Parties or their respective employees, subcontractors or agents. Neither Party is (a) the agent of the other Party, or (b) authorized to make any representation, contract or commitment on behalf of the other Party or otherwise bind the other Party.
    • Suggestions and Feedback. Customer hereby grants to Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Platform any suggestions, enhancement requests, recommendations or other feedback provided by Customer or End Users, relating to the operation of the Platform.
    • Authority and Approval. The Party signing the Agreement has full power and authority to enter into and perform the Agreement, and the persons signing the Agreement on behalf of the Parties represent that they are properly authorized and empowered to enter into this Agreement. Each Party further acknowledges that it has read this Agreement and agrees to be bound by it.
    • Representation of Counsel. Each Party acknowledges that it has had an opportunity to be represented by counsel of its choice in negotiating this Agreement and any SOW. This Agreement will therefore be deemed to have been negotiated and prepared at the joint request, direction, and construction of the Parties, at arm’s length, with the advice and participation of counsel, and no Party shall have any provision of this Agreement strictly construed against it by reason of such Party having drafted the provision in question.
    • Further Assurances. Each Party hereto shall execute and deliver, both before and after the Effective Date, such instruments and take such other actions as the other Party may reasonably request in order to carry out the intent of this Agreement and any SOW or to better evidence or effectuate the transactions contemplated therein.
    • Attorneys’ Fees. In any dispute between the Parties arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and expenses from the non-prevailing Party.
    • Parties in Interest. This Agreement is solely for the benefit of the Parties hereto and no provision of this Agreement shall be deemed to confer upon any other person or entity any benefit, right, remedy, claim, liability, reimbursement, cause of action or other right.
    • Additional Agreements. If Customer requests Provider to provide Services or products that require additional agreements or addenda to existing agreements, Provider shall not be obligated to provide any such Services or products until Customer executes and delivers to Provider the additional agreements or addenda identified on the applicable exhibit or schedule.
    • Headings at the beginning of each section and subsection are solely for convenience, are not intended to be a part of this Agreement and shall have no effect upon the construction or interpretation of any part hereof. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine, and vice versa. In the event any action required by the Parties hereto does not occur on a business day, the action shall be taken on the next succeeding business day thereafter.

14. Definitions

As used in this Agreement, the following terms shall have the following meanings with such meanings to be equally applicable to both the singular and plural forms of the terms defined:

“Confidential Information” means any confidential or proprietary information, source code, software tools, designs, schematics, models, methodologies, plans, trade secrets or any other information relating to any research project, work in process, existing products, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to either Party, its present or future products, sales, suppliers, customers, employees, investors or business, disclosed by one Party to the other Party, whether in oral, written, graphic or electronic form, and the confidential or proprietary nature of which is identified to the other Party at the time of such disclosure or, by the nature of the circumstances surrounding disclosure, should reasonably be understood by the other Party to be confidential. Confidential Information includes “Nonpublic Personal Information” (“NPI”) as defined in the Gramm-Leach-Bliley Act of 1999 and “personal information” as defined in the California Consumer Privacy Act of 2018 and other applicable laws and regulations relating to the safeguarding of information that identifies, relates to, or describes a particular individual (collectively, “Personal Information”). Confidential Information shall also include the confidential information of a Party’s subsidiaries, affiliated companies, business partners, data providers and resellers. Confidential Information may be written, oral, recorded, or contained on tape or on other electronic or mechanical media.

Confidential Information shall not include information that (i) was already known to the receiving Party prior to the time that it is disclosed to such Party hereunder; (ii) is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving Party; (iii) has been rightfully received from a third-party without breach of this Agreement; or (iv) has been approved for release by written authorization of the disclosing Party; however, notwithstanding the foregoing, Personal Information shall be considered Confidential Information.

“Effective Date” means the earliest date upon which Customer enters into an SOW with Provider.

“End User” means an individual or entity determined by Customer to have a legitimate business need to use Customer’s offered products and/or services for its internal use only and with no intent to resell or distribute Customer’s offered products and/or services, who has been approved by Customer as a qualified subscriber of Customer’s offered products and/or services, and who is permitted access to Customer’s system on a restricted basis using an assigned password or other security mechanism to order Services. This term, as used herein, shall only apply to Customer if Customer is identified in an SOW as a reseller of Services. The use of the word End User herein is not intended to authorize Customer to provide a Service to End Users unless expressly permitted in the Permitted Applications.

“Fees” means the amount payable by Customer for access to and use of the Service as described in an SOW.

“Permitted Applications” means the allowed use of the Services as described in an SOW.

“Platform” means the software applications and interfaces through which Customer may access the Services.

“Service” means the Platform and any real estate valuation, valuation review, data, information (including real property information and any other content in any medium obtained from public records and other sources), images, reports, graphics, models, and any other services transmitted by Provider to Customer on a non-exclusive and as-requested basis via any method (including text, video, animation, graphics, sound and photographs) and provided by Provider to Customer as specified in an SOW. Services include any manuals, documentation, algorithms, software code, specifications, corrections, bug fixes, enhancements, updates, or other modifications, including reasonable Service replacements.

“Statement of Work” or “SOW” means a statement or work and any subsequent statements of work executed by Customer and Valligent.

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