Master SUBSCRIPTION Agreement
Master SUBSCRIPTION Agreement
This Agreement governs your access and use of our Software and Services.
The person or entity identified on the Order Form as the licensee of the Software (“End User,” “You,” or “Your”) agrees to the terms of this Agreement, by clicking a box indicating your acceptance of this Agreement, by executing an Order Form that references this Agreement, or by using the Services offered by the System you. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its Affiliates to these terms and conditions, in which case the terms “End User,” “You,” and “Your” in this Agreement refer to that entity and its Affiliates. If you do not have that authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use our products or services.
If you are accessing our product or service as part of a free trial, your free trial is governed by Section 4.1 (Free Trial) below, which limits our responsibility and disclaims all warranties and liability.
This Agreement was last modified on 2/22/2018 and is effective between the End User and Neoteric as of the date the Agreement is accepted by the End User as detailed above.
- ACCESS TO SERVICES. Subject to the terms and conditions of this Agreement, Neoteric grants to End User, and End User accepts, a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right solely during the Term of this Agreement to access the Services.
- LICENSE TO SOFTWARE. Subject to payment of the applicable subscription fee and to the terms and conditions of this Agreement, Neoteric hereby grants to End User, and End User hereby accepts, a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable license to use the Software during the Term of this Agreement.
- Neoteric’s Responsibilities
- Provision of Services. Neoteric will: (a) make the Services available to You pursuant to this Agreement and the applicable Order Forms; (b) provide our standard support for the Services to You at no additional charge; and (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we will provide notice via the email address provided on the Order Form at least 8 hours before the downtime); and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider failure or delay, Non-Financial Force Application, or denial-of-service attack.
- Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by our personnel except: (a) to provide the Services and prevent or address service or technical problems; (b) as compelled by law in accordance with the section 6.7 below; or (c) as expressly permitted in writing by You. The Services are not offered or intended for users in the European Union nor is data collected from European citizens.
- Our Personnel. We will be responsible for the performance of our personnel (including our employees and contractors) and their compliance with our responsibilities under this Agreement, except as otherwise specified herein.
- SUBSCRIPTION, LICENSE FEES, & FREE SERVICES.
- Free Trial. If You register on the neotericagent.com website for a free trial of the Software or Services, Neoteric will provide access to the Software and Services to You on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which You registered to use the applicable Service(s); (b) the start date of any purchased subscription to the Services ordered by You; or (c) termination by Neoteric in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Any data you enter into the Services by or for You during the free trial will be permanently lost unless you purchase a subscription to the same Services as those covered during the free trial period.
Services accessible during the free trial period are provided “AS IS,” without any warranty, covenant, commitment or liability whatsoever, to the extent permitted by law and consistent with all other provisions of this Agreement.
- Subscriptions. Unless otherwise provided in the applicable Order Form, the Services are purchased on a subscription basis.
- Subscription/License Fees. For End Users with 10 or more users, End User will pay Neoteric a monthly fee of $79 (“Subscription Fees”) as set forth in the End User’s original Order Form. For End Users with 9 or less users, End User will pay Neoteric a monthly fee of $39 (“Subscription Fees”) as set forth in the End User’s original Order Form. For all End Users that add an Integration, the End User will pay Neoteric a monthly fee (Subscription Fees) as set forth and communicated on the Integration sign up screen and End User’s Integration Order Form. All pricing set forth in this Agreement is in United States dollars, unless otherwise noted. Subscription fees will be paid according to the terms set in the Order Form. Neoteric reserves the right to suspend access to the Services until all amounts due are paid in full. Any late payment will be subject to any costs of collection (including legal fees) and will bear interest at the rate of one percent (1%) per month or fraction thereof until paid.
- Fees. Except as otherwise specified herein or in an Order Form, Subscription Fees are based on Services purchased and not actual usage and are non-refundable.
- Invoicing and Payment. End User will provide Neoteric with valid and updated credit card information, or with a valid purchase order or alternative document agreed upon by Neoteric in advance. If you provide credit card information, You authorize Neoteric to charge such credit card for all purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 8 below. Charges for Subscription Fees will be made in advance, either monthly or in accordance with any different billing frequency stated in the Order Form. If the Order Form specifies that payment for Subscription Fees will be by a method other than a credit card, You will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
- Taxes. Subscription Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, GST, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). End User is responsible for paying all Taxes associated with purchased Services. If we have the legal obligation to pay or collect Taxes for which End User is responsible under this section, we will invoice You and You will pay that amount unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We will calculate applicable Taxes based on the address where You primarily use the Services as specified in the relevant Order Form. You will be responsible for self-assessing and paying any additional Taxes arising from Your use of Services at a different address. You will promptly notify us of any changes to any of Your addresses specified in an Order Form. For clarity, Neoteric is solely responsible for taxes assessable against it based on our income, property, and employees.
- USE OF SERVICES.
- Usage Limits. The Services may be subject to usage limits, including, for example, quantities and/or functionality restrictions referenced in Order Forms. If the Services are offered to an End User for an unlimited number of users: The End User’s login and password information may only be shared with other individual users directly associated with the End User (e.g. an employee). You will reasonably cooperate with any audit we may conduct of Your use of the Services. If You violate a contractual usage limit, we will so notify You and may work with You to bring Your usage into conformity with the limit.
- Usage Restrictions. End User will not: (a) make the Services available to, or use the Services for the benefit of, anyone other than Your individual users; (b) sell, resell, license, sublicense, distribute, rent or lease the Services, or include the Services in a service bureau or outsourcing offering; (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Services to store or transmit any individual’s health, medical or payment card information; (e) use the Services to store or transmit Malicious Code; (f) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (g) attempt to gain unauthorized access to the Services or related systems, Software, or networks; (h) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, or use any of the Services to access or use any of our intellectual property except as permitted under this Agreement; (i) copy the Services or Software or any part, feature, function or user interface thereof; (j) access the Services in order to build a competitive product or service or to benchmark or reverse engineer the Services or Software (to the extent such restriction is permitted by law). If You use the Services in a way that breaches this Agreement and threatens the security, integrity or availability of the Services, we may immediately suspend access to the Services; however, we will use efforts reasonable under the circumstances to provide You with notice and an opportunity to remedy the breach before any such suspension.
- PROPRIETARY INFORMATION, LICENSES, AND CONFIDENTIALITY
- Reservation of Rights. The Services and Software are protected by copyright and other intellectual property protections, laws, and treaties. End User acknowledges that Neoteric is the sole owner of and has the right to grant the licenses herein for the Services and Software, including, without limitation, all right, interest and title to all applicable intellectual property rights, and all parts, components, copies and adaptations thereof, provided to or accessed by End User pursuant to this Agreement, and the same will remain the sole property of Neoteric. End User has no rights, ownership, or interest in or to the Services or the Software except as described herein, and Neoteric expressly reserves all rights not otherwise specifically granted hereunder. In addition, End User agrees to retain intact and will not modify or remove any of Neoteric’s trademarks, service marks or logos, or copyright, patent, proprietary information or confidential information designators, markings, legends or ownership indicators from any retrieved data or displays of the Services or the Software. End User acknowledges that any symbols, trademarks, trade names, and service marks (“Trademarks”) adopted by Neoteric to identify the Services and/or Software belong to Neoteric and that End User has no rights in such Trademarks.
- Non-Disclosure of Neoteric Information. End User will not disclose or distribute to any third party the Software, the Services, any modifications thereto, the documentation related thereto, the terms of this Agreement (including any preferred pricing for Neoteric’s products and services), except as may be necessary to comply with applicable law, rule or regulation or order of a court of competent jurisdiction (in which case End User will provide Neoteric with reasonable advance written notice of such disclosure to permit Neoteric the opportunity to seek a protective order or other remedy).
- Equitable Relief and Survival. End User acknowledges and agrees that its breach of its obligations under this Section may cause irreparable damage to Neoteric and that Neoteric will be entitled to preliminary and other injunctive relief against such a breach or default. Any injunctive relief will be in addition to and will in no way limit any rights or remedies otherwise available to Neoteric. The provisions of this Article survive expiration or termination of this Agreement for any reason.
- License by You to Host Your Data. You grant Neoteric, our Affiliates and our hosting providers a worldwide, limited-term license to host, copy, transmit and display Your Data as necessary for us to provide the Services in accordance with this Agreement.
- Use of Data. Neoteric may use, reproduce or adapt information obtained in connection with this Agreement and use of the Services, including without limitation, End User and proposal information, in any manner deemed appropriate, except that each party and its agents, employees and contractors will maintain the confidentiality of this information to the extent required by applicable law, and may not use the information in any way prohibited by law.
- License by You to Use Feedback. You grant to Neoteric and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your users relating to the operation, function, performance, or presentation of the Services.
- Ownership of Data. Any information or data, originating from the End User, input into the Services or used by the Software will be owned by the End User. End User hereby grants to Neoteric an exclusive, fully paid up, royalty free, and perpetual license to use any information or data input into the Services or using the Software. End User will not grant a license to, or otherwise permit, any third party to use the data or information except as permitted under this Agreement.
- Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Neoteric Confidential Information includes the Services and Software; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, 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 Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
- Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Neoteric may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform Neoteric’s obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
- Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
- WARRANTIES, DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION
- Compliance with Law. End User is solely responsible for complying with all applicable international, federal, state and local laws, rules and regulations relating to the use of the Services, the Software and the information and data related thereto.
- No Other Warranty. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED TO END USER “AS IS,” AND NEOTERIC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THEIR ACCURACY, COMPLETENESS, OR CURRENTNESS. NEOTERIC SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT. IN PARTICULAR, NEOTERIC DOES NOT WARRANTY UNINTERRUPTED ACCESS TO THE SERVICES. ACCESS TO THE SERVICES MAY BE LIMITED OR UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SYSTEM UPGRADES, MALFUNCTIONS, OR SCHEDULED OR UNSCHEDULED MAINTENANCE OR FOR OTHER REASONS.
- Disclaimer of Damages. IN NO EVENT WHATSOEVER WILL NEOTERIC OR ANY OF ITS SUBCONTRACTORS BE LIABLE TO END USER OR ANY THIRD PARTY (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY) FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA OR COSTS ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE SERVICES, THE SOFTWARE, DOCUMENTATION, EQUIPMENT, INTELLECTUAL PROPERTY, SUPPORT, MAINTENANCE, OR OTHER ITEMS PROVIDED OR THE USE OF OR INABILITY TO USE ANY OF THE FOREGOING OR ANY PORTION THEREOF UNDER ANY CAUSE OF ACTION, EVEN IF NEOTERIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- Limitation of Liability. EXCEPT FOR THE INDEMINFICATION OBLIGATION OF NEOTERIC SET FORTH IN SECTION 8.5 BELOW, NEOTERIC’S ENTIRE LIABILITY AND END USER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE OR CLAIM RELATED TO THIS AGREEMENT, THE SERVICES OR SOFTWARE IS END USER’S TERMINATION OF THIS AGREEMENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL NEOTERIC’S LIABILITY ARISING OUT OF THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT EXCEED THE AMOUNTS PAID BY END USER TO NEOTERIC HEREUNDER.
- Indemnification by Neoteric. If all or any part of the Software is held, or Neoteric determines that it could be held, to infringe, wrongfully use or misappropriate any third-party proprietary right, Neoteric at no cost to End User will: (a) procure for End User the right to continue using the Software in accordance with the rights under this Agreement; (b) replace the Software with a reasonable replacement (including with respect to functionality, interoperability with other software and systems, and levels of security and performance; collectively, a “Replacement Item”) that does not infringe, wrongfully use or misappropriate any third-party proprietary right; or (c) modify the Software so that it is a Replacement Item that no longer infringes, wrongfully uses or misappropriates any third-party proprietary right. If Neoteric is unable to successfully accomplish any of the actions described above after promptly using its best efforts to accomplish each of them, Neoteric will refund to End User upon written request License Fees paid by End User in advance hereunder in connection with the affected Software, prorated for any partial year in which such termination occurs.
- Release and Indemnification by End User. End User hereby releases, indemnifies and holds harmless Neoteric, its affiliates, shareholders, directors, officers, employees, agents, successors and permitted assigns, from and against any and all loss, claims, causes of action, obligations, liability or damages whatsoever (including reasonable attorneys’ fees) directly or indirectly arising out of: (i) End User’s use or nonuse of the Services or the Software, including, without limitation, personal injury or death; (ii) End User’s breach of this Agreement; (iii) unavailability, malfunction or error of the Services or the Software; and (iv) any loss, damage, or personal injury or death caused by the act or omission of any agent, employee, customer, business invitee or business visitor of End User.
- In the event of an uncured material breach of this Agreement by End User, Neoteric has the right to pursue any and all remedies existing at law or in equity and to collect all expenses of collection and enforcement of Neoteric’s rights and End User’s obligations hereunder, including reasonable attorneys’ fees. Neoteric’s remedies under this Agreement are not deemed exclusive but are cumulative and in addition to all other remedies provided by law and equity. No delay or omission in the exercise of any remedy of Neoteric will impair or affect its right to exercise the same. In the event of an uncured material breach of the Agreement by Neoteric, End User’s sole and exclusive remedy will be a refund of the charges paid for the applicable Services or Software or other item or service that is the subject of such breach.
- TERM AND TERMINATION.
- Term of Agreement. The Term of this Agreement begins the day this Agreement is signed by End User and continues until a purchased subscription ends.
- Term of Purchased Subscriptions. The term of each subscription is specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter). Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at the applicable list price in effect at the time of the applicable renewal.
- Termination. Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other party. Upon termination, End User must immediately cease using the Services, the Software, and any related documentation, and will immediately destroy all documentation and all other written materials provided by Neoteric to End User. The confidentiality, non-disclosure of information, indemnification, disclaimers, limits on liability, limits on warranties, and any and all other sections which by their nature would apply after the termination or expiration of this Agreement, including Sections 4-7, survive and continue to apply.
- Refund. If this Agreement is terminated by End User pursuant to section 8.3, Neoteric will refund You any prepaid fees covering the remainder of the Term of all Order Forms after the effective date of termination (typically the last 30 days of Subscription Term).All refund requests must be received within 60 days of the requested payment to be refunded.
- Data Portability and Deletion. Upon request made within 30 days after the effective date of termination or expiration of this Agreement, Neoteric will make Your data available for export or download. After such 30-day period, Neoteric will have no obligation to maintain or provide any data, and may delete or destroy all copies of Your data stored in Neoteric systems or otherwise in Neoteric’s possession or control, unless legally prohibited.
- TRAINING. Neoteric provides End User training in the operation of the Software on our support page located at https://neotericagent.com/support/.
- MISCELLANEOUS PROVISIONS
- Independent Contractor Status. Each party and its people are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein is deemed to establish a partnership, joint venture, association or employment relationship between the parties. Each party remains responsible, and will indemnify and hold harmless the other party, for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, worker’s compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements now existing or hereafter enacted and attributable to themselves and their respective people.
- No Waiver. Any failure by a party to insist upon strict compliance with the terms and conditions of this Agreement does not constitute a waiver of any of party’s rights hereunder.
- Notices. Notices sent to either party will be effective when delivered in person, or transmitted by fax machine or electronic mail, one (1) day after being sent by overnight courier, or two (2) days after being sent by first class mail postage prepaid. A facsimile of this Agreement and notices generated in good form by a fax machine (as well as a photocopy thereof) will be treated as “original” documents admissible into evidence unless a document’s authenticity is genuinely placed in question.
- Force Majeure. Neoteric is not be responsible for failure to perform under this Agreement due to causes beyond its reasonable control including, but not limited to, electrical or telecommunications failures, failure of Internet access, unavailability or disruption of Internet access, problems with Internet service providers, problems with equipment or services relating to End User’s computer system, problems with intermediate computer or communications networks or facilities, problems with data transmission facilities or End User’s telephone or telephone service, End User’s hardware, theft, operator errors, severe weather, labor disputes, civil disobedience, riots, rebellions, war, Acts of God, any court-ordered cessation of operation, or other similar occurrences.
- Assignment. End User may not assign this Agreement without the prior written consent of Neoteric.
- Severability. If any provision of this Agreement is found to be illegal, invalid, unenforceable, or void by a court of competent jurisdiction, then both parties will comply with the provision to the extent permitted by law and the remaining provisions will remain in full force and effect. The parties further agree to negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties’ intent and to be bound by the mutually agreed substitute provision.
- Entire Agreement. This Agreement constitutes the entire binding agreement between the parties as to the subject matter of this Agreement. This Agreement may not be amended, altered or modified except in writing signed by both parties.
- Governing Law; Limitations on Claims. Except for certain emergency judicial relief authorized under this Agreement, all disputes hereunder will be submitted to a single arbitrator who will be a former judge or attorney having experience in similar disputes. The proceedings will be conducted pursuant to the Streamlined Arbitration Rules and Procedures and the U.S. Arbitration Act, 9 U.S.C. Sec. 1 et seq. (“Arbitration Act”). The award of the arbitrator will include a written explanation of the decision, be limited to remedies otherwise available in court, and binding upon the parties and enforceable in any court of competent jurisdiction. THIS AGREEMENT IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES (“NATIONAL LAW”) AND ARIZONA (“LOCAL JURISDICTION”), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. THE PARTIES WILL INITIATE ANY DISPUTE RESOLUTION PROCEEDING IN SUCH LOCAL JURISDICTION AND IRREVOCABLY CONSENT TO EXCLUSIVE PERSONAL JURISDICTION AND VENUE THEREIN. The U.N. Convention on Contracts for the International Sale of Goods and the Unfair Contracts Act in the United Kingdom does not apply to this Agreement. Any claims made by End User pursuant to this Agreement must be brought within one (1) year of the date such cause of action accrues.
- Compliance with Export Regulations. End User has or will obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; will indemnify and hold Neoteric harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. End User will not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws (e.g., in the U.S., the Bureau of Export Administration of the U.S. Department of Commerce). This provision and the assurances made herein survive termination of this Agreement.
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 means this Master Subscription Agreement.
End User. The person or entity identified on the Order Form.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
Neoteric AgentTM means the hosted platform-as-a-service made available by Neoteric Software LLC under the Neoteric Agent brand.
Order Form means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
Services means the access to Neoteric’s shared host computer system Software and any related services that are ordered by You under an Order Form and made available online by Us.
Software means the Neoteric Agent™ web-based software application.
“You” means the End User named above and Your Affiliates.
“Your Data” means electronic data and information submitted by or for You to the Services.