Terms of Service
Updated on 14 February 2020.
Master Subscription Agreement
This Master Subscription Agreement (“Agreement”) is made and entered into as of the Order Form Effective Date of the first Order Form executed between ClientSuccess, Inc. (“ClientSuccess”) and the Customer, described in such Order Form (“Customer”).
The terms and conditions of this Agreement shall govern the Services to be provided by ClientSuccess under any Order Form submitted by Customer and accepted by ClientSuccess, as though the provisions of this Agreement were set forth in their entirety within such Order Form, and so that each Order Form and this Agreement shall be considered one, fully integrated document and agreement. A Definitions section is included at the end of this Agreement. Customer agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by ClientSuccess regarding future functionality or features.
1. License Grant/Limitations/Restrictions
Subject to the terms and conditions of this Agreement, ClientSuccess hereby grants Customer a non-exclusive, non-transferable, non-assignable, worldwide limited license to use the Services provided hereunder solely for Customer’s own business purposes and only for the number of Users and time periods as set forth in each fully executed Order Form. All rights not expressly granted to Customer are reserved by ClientSuccess and its licensors. ClientSuccess reserves the right to make changes, modifications and enhancements to the Services from time to time.
2. Limitations on Use
Customer may not release to any third party the results of any evaluation of the Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of ClientSuccess. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) reverse engineer the Services; or (iv) access the Services in order to build a competitive product or service. For the avoidance of doubt, and subject to the license grant/limitations/restrictions in Section 1 above, nothing in this Section 2 shall be deemed to prohibit Customer from allowing Customer’s customers from accessing the functionality of the Services, via interfaces, portal applications and the like, for its internal business purposes. Additionally, Customer shall not knowingly use the Services to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.
3. Customer’s Responsibilities
Customer is responsible for all activity occurring under Customer’s User accounts and shall comply with all applicable laws and regulations in connection with Customer’s use of the Services, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations. Customer shall: (i) notify ClientSuccess promptly of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services; (ii) report to ClientSuccess promptly and use reasonable efforts to stop promptly any copying or distribution or misuse of Content, ClientSuccess Technology, Services or Deliverable that becomes known or suspected by Customer or Customer’s Users; and (iii) not impersonate another ClientSuccess user or provide false identity information to gain access to or use the Services. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords. Customer is solely responsible for complying with any relevant terms and conditions of the third-party platforms and maintaining appropriate accounts in good standing with the providers of the third-party platforms.
4. Customer Data
Any data that Customer and its Users submit, store, send or receive into ClientSuccess’ systems will only be processed to provide services to Customer and in accordance with the Customer’s instructions.
4.1 Rights in Customer Data. Customer will retain all ownership (including any and all intellectual property rights) in and to the Customer Data that Customer submits to the Services in the course of this Agreement. Subject to the terms of this Agreement, Customer hereby grants to ClientSuccess a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
4.2 Customer Obligations. Customer, not ClientSuccess, has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and right to use all Customer Data. Customer will ensure that Customer and ClientSuccess have the right to use Customer Data as contemplated by this Agreement. Customer acknowledges that all Content is the sole responsibility of the party from whom such Content originated. This means that Customer, not ClientSuccess, are entirely responsible for all content that Customer uploads, posts, e-mails, transmits or otherwise makes available through the ClientSuccess Services. Customer acknowledges that ClientSuccess has no obligation to pre-screen Content (including, but not limited to, Customer Content and User Content), although ClientSuccess reserves the right in its sole discretion to pre-screen, refuse, or remove any Content that (1) violates any law or regulation, (2) violates these Terms, and/or (3) otherwise creates liability for ClientSuccess. Please remember that Customer’s Users may search for, see, use, modify, and reproduce any Customer Content that you submit to any area of the Services. Customer will maintain written privacy policies governing the use of the data it collects using the Services and Customer agrees to abide by them.
4.3 Storage of Customer Data. ClientSuccess does not provide an archiving service. ClientSuccess agrees only that it will not intentionally delete any Customer Data from any Service prior to termination or expiration of this Agreement. If Customer provides a written request within 30 days after termination or expiration of this Agreement, ClientSuccess shall return Customer Data within 60 days in a mutually agreed upon form, after which all Customer Data will be deleted within 90 days of the delivery of Customer Data; if no such request is made within 30 days after termination or expiration of this Agreement, ClientSuccess shall delete all Customer Data from all Services within 90 days of the termination or expiration of this Agreement. ClientSuccess will not disclose Customer Data except for (a) actions by ClientSuccess personnel to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as authorized by Customer. ClientSuccess expressly disclaims all other obligations with respect to storage.
4.4 European Data Protection Legislation. If the European Data Protection Legislation applies to the processing of Customer Personal Data, the parties acknowledge and agree that: (a) ClientSuccess is a processor of that Customer Personal Data under the European Data Protection Legislation; (b) Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Legislation; and (c) each party will comply with the obligations applicable to it under the European Data Protection Legislation with respect to the processing of that Customer Personal Data. During the term of Services, ClientSuccess will process Customer Personal Data submitted, stored, sent or received by Customer or Customer’s Users via the Services solely for the purposes of providing the Services and related technical support to Customer in accordance with this Agreement. Personal data submitted, stored, sent or received by Customer, its Affiliates or End Users via the Services may include the following categories of data: user IDs, email, address, phone numbers, documents, presentations, images, calendar entries, tasks and other data. Personal data submitted, stored, sent or received via the Services may concern the following categories of data subjects: Users including Customer’s employees and contractors; the personnel of Customer’s customers, suppliers and subcontractors; and any other person who transmits data via the Services, including individuals collaborating and communicating with Users. ClientSuccess engages some third-party vendors, including Amazon Web Services (AWS), to assist in supporting these Services. Customer specifically authorizes the engagement of Amazon Web Services as a Subprocessor.
4.5 California Consumer Privacy Act (CCPA). If the CCPA applies, the parties acknowledge and agree that: (a) ClientSuccess is a “service provider” as defined in the CCPA; (b) ClientSuccess will not retain, use, or disclose the Customer Personal Information it receives from the business for any purpose other than for performing the Services, or as otherwise permitted by the CCPA; (c) ClientSuccess will reasonably assist Customer in timely responding to any consumer “request to know” or “request to delete” (as defined pursuant to regulations issued pursuant to CCPA) and will promptly provide Customer with information reasonably necessary for Customer to respond to such requests; and (d) each party will comply with the obligations applicable to it under the CCPA.
5. Data Security
ClientSuccess will comply with industry standard security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of personal data while in transit and at rest and any other organizational and technical measures necessary to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Data), and with all applicable laws, regulations and standards regarding data privacy and security. ClientSuccess will promptly notify Customer within 72 hours of any known or suspected security breach involving Customer Data.
6. Intellectual Property Ownership
ClientSuccess alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ClientSuccess Technology, the Services and any Deliverables, including to any and all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, to any Deliverable, the ClientSuccess Technology or the Intellectual Property Rights owned by ClientSuccess. The ClientSuccess name, the ClientSuccess logo, and the product names associated with the Services are trademarks of ClientSuccess or third parties, and no right or license is granted to use them.
7. Internet Delays
CLIENTSUCCESS’ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLIENTSUCCESS IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT CAUSED BY CLIENTSUCCESS.
8. Service Level
ClientSuccess will make the Services available 99% of the time (measured monthly), excluding time for planned maintenance and network/Internet outages outside of ClientSuccess’ direct control. If the Services do not perform in such a manner, Customer’s sole remedy and ClientSuccess’ sole obligation will be for ClientSuccess to make reasonable commercial efforts to correct the non-conformity or, if ClientSuccess is unable to correct the non-conformity within sixty (60) days after Customer’s written notice, for Customer to terminate the applicable Order Form.
9. Fees, Payment Terms, Taxes, Billing Contact
Customer shall pay all fees or charges as specified on each executed Order Form and/or SOW (“Fees”). All payment obligations are non-cancelable and all amounts paid are nonrefundable. Unless otherwise set forth in the applicable Order Form, payment terms are net thirty (30) days from the date of receipt of ClientSuccess’ invoice, without offsets or deductions of any kind, and payment is due in US dollars. If payment under an applicable Order Form is to be made via credit card or electronic money transfer (i.e. ACH), such payment shall be chargeable upon invoice date. ClientSuccess’ Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on ClientSuccess’ income. If ClientSuccess has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides ClientSuccess with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer believes Customer’s bill is incorrect, Customer must contact ClientSuccess in writing within sixty (60) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
ClientSuccess reserves the right to modify its Fees with respect to its Services and to introduce new charges to become effective upon the upcoming Renewal Service Term by providing Customer written notice at least forty-five (45) days prior to the end of the then current Service Term. In the event that Customer does not provide notice of termination to ClientSuccess as described in Section 10 below, such Fee changes shall become effective at the commencement of the next Renewal Service Term. In the event Customer fails to make payments per payment terms as set forth in this Agreement or in any applicable Order Form, and legal enforcement by ClientSuccess is deemed necessary, Customer agrees to pay all reasonable legal fees and costs incurred by ClientSuccess.
10. Agreement Term, Order Form Term
The Initial Term of this Agreement shall begin on the Order Form Effective Date of the first Order Form and shall continue in effect until all underlying Order Forms with Customer have expired in accordance with the terms of such Order Form(s), or if this Agreement is terminated earlier, as provided herein. The term of an applicable Order Form will begin on the Effective Date of the applicable Order Form and shall continue for the initial term specified in such Order Form (“Initial Service Term”). In the event that an Order Form contains Services added to an existing subscription, such added Services shall be billed on a pro-rated basis and will be coterminous with the Initial Service Term or applicable Renewal Service Term of such Order Form. Unless otherwise set forth in an applicable Order Form, or unless this Agreement is terminated as described in Section 12, upon expiration of the Initial Service Term of any Order Form, such Order Form/s will renew automatically for a subsequent Renewal Service Term of twelve (12) months (subject to any Fees adjustment as set forth in Section 9), unless either party notifies the other party of its intent to terminate at least thirty (30) days prior to the end of the then current Service Term.
11. Non-Payment and Suspension
In addition to any other rights granted to ClientSuccess herein, ClientSuccess reserves the right to suspend or terminate this Agreement, any related Order Forms, and Customer’s access to the Services if Customer’s account becomes delinquent and is uncured for a period of thirty (30) days. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, from the date due, plus all expenses of collection. In addition, ClientSuccess has the right to remove any credit terms provided in any Order Form in the event Customer’s account becomes delinquent (e.g. net 30 payment terms will be reduced to net 0). Customer will continue to be charged for Fees during any period of Service suspension due to Customer’s delinquency. If ClientSuccess initiates termination of this Agreement for cause, as further described in Section 12, Customer will be obligated to pay all remaining Fees due computed in accordance with their terms for the remainder of the applicable Order Initial Service Term, or Renewal Service Term thereof. Customer agrees that ClientSuccess may charge such unpaid Fees to Customer’s credit card or via ACH payment, or otherwise bill Customer for such unpaid Fees.
12. Termination for Cause
Either party may terminate this Agreement (and any Order Forms then in effect) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after delivery of notice of such breach.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
14. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN SECTION 13, CLIENTSUCCESS AND ITS LICENSORS MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. CLIENTSUCCESS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLIENTSUCCESS DOES NOT WARRANT THAT THE SERVICES, (INCLUDING PROFESSIONAL SERVICES OR RELATED DELIVERABLES, IF ANY), ARE OR WILL BE ERROR-FREE, WILL MEET CUSTOMER’S REQUIREMENTS, OR BE TIMELY OR SECURE. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF CLIENTSUCCESS TO ANY THIRD PARTY.
ClientSuccess shall indemnify and hold Customer and its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that the use of the Services hereunder infringes or misappropriates the valid intellectual property rights of a third party. If Customer requests that ClientSuccess defend Customer, Customer must: (a) promptly give ClientSuccess written notice of the claim; (b) give ClientSuccess sole control and authority over the defense and settlement of the claim, provided that Customer is entitled to participate in its own defense at its sole expense; (c) provide ClientSuccess with all information it has regarding the claim and cooperate with ClientSuccess when ClientSuccess defends or attempts to settle the claim; and (d) whenever and wherever possible take all reasonable steps to mitigate its losses that are the subject of the claim. Notwithstanding the foregoing, ClientSuccess shall have no liability and no indemnity or defense obligation to Customer if the infringement, misappropriation, or violation results from (1) use of the Services or component thereof in combination with software or products not provided by ClientSuccess; (2) process claims of infringement; (3) from compliance with an implementation of an ITU, IEEE or other recognized industry standard; or (4) from modifications made by ClientSuccess to conform to specifications provided by Customer. If ClientSuccess has an indemnity obligation, it may, at its own discretion in fulfillment of its indemnity and defense obligation and at no cost to Customer: (i) modify the Services so that they no longer infringe or misappropriate, (ii) obtain a license for Customer’s continued use of Services in accordance with this Agreement, or (iii) if (i) or (ii) are not commercially feasible, terminate Customer’s subscriptions for such Services and refund to Customer any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination.
Customer shall indemnify and hold ClientSuccess, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) any claim alleging that transmission, storage, or other use of Customer Data infringes the rights of, or has caused harm to, a third party; or (2) a claim alleging or based upon any facts that, if true, would constitute a violation by Customer of any of its covenants, representations, or warranties in this Agreement. Customer’s obligations to defend and indemnify ClientSuccess with respect to a particular claim are subject to the following conditions: (a) ClientSuccess must promptly give Customer written notice of the claim; (b) ClientSuccess must give Customer sole control and authority over the defense and settlement of the claim, provided that ClientSuccess is entitled to participate in its own defense at its sole expense; (c) ClientSuccess must provide Customer with all information it has regarding the claim and cooperate with Customer when Customer defends or attempts to settle the claim; and (d) ClientSuccess shall whenever and wherever possible take all reasonable steps to mitigate its losses that are the subject of the claim.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY FAILURE OF SECURITY MECHANISMS, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer grants ClientSuccess the right to use Customer’s name, mark and logo on ClientSuccess’ website, in ClientSuccess marketing materials, and to identify Customer as a ClientSuccess Customer; provided, however, that any such use must be pre-approved, not be unreasonably withheld, in writing by Customer. Customer further agrees that “ClientSuccess” or similar marks may appear in forms, web pages and other outputs of the Services.
All legal notices (i.e. claimed breach or termination of Agreement or Order Form/s) required to be provided under this Agreement must be delivered in writing (a) by nationally recognized overnight delivery service or (b), by certified US mail to the other party at the address set forth in the applicable Order Form or as otherwise communicated to the other party in writing. All other notices from Customer to ClientSuccess may be made by electronic mail and ClientSuccess may give notice by emailing Customer’s billing contact as specified on the Order Form. All notices shall be deemed to have been given upon receipt or, if earlier, two (2) business days after being deposited in the mail as required above. Either party may change its address by giving timely notice of the new address to the other party pursuant to this Section and identifying in such notice the date on which such change is effective.
Neither party may assign this Agreement to any third party except upon prior written consent, which consent will not be unreasonably withheld provided that either party may assign this Agreement without prior written consent in a sale or transfer of all or substantially all of its assets or equity by way of merger, consolidation, or similar transaction. Any purported assignment in violation of this Section shall be void. This Agreement and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.
The party receiving Confidential Information hereunder agrees to take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but not less than reasonable care, to prevent the unauthorized duplication or disclosure of the Confidential Information to third parties without the disclosing party’s prior written consent. Further, each party shall, during the term and thereafter, only use the other party’s Confidential Information for the sole purpose of performing the Services hereunder. A party’s confidentiality obligations with respect to such Confidential Information, shall remain in effect for the Term of this Agreement and for a period of three (2) years after the termination or expiration of this Agreement. “Confidential Information” means all information, in any form, whether or not marked or identified, whether of the disclosing party or any of its clients or affiliates, furnished or otherwise made available, directly or indirectly, by virtue of the provision of a license under this Agreement, that is not generally known outside of the disclosing party, its clients, employees or Affiliates or which, in view of the nature of such information and/or the circumstances of its disclosure the receiving party knows or reasonably should know is confidential or proprietary. For the avoidance of doubt, and without limiting the coverage of the NDA, Confidential Information includes (a) Customer Data, (b) all pricing terms offered to Customer under any Order Form, and (c) the ClientSuccess Technology. In addition, neither party will disclose any pricing terms or other terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law, or (b) pursuant to a mutually agreeable press release. Confidential Information excludes information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (ii) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (iii) is independently developed by the receiving party or learned by the receiving party from third parties with no access to the Confidential Information; (iv) is lawfully obtained from a third party that has the right to make such disclosure; or (v) is made generally available by the disclosing party without restriction on disclosure. Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information in accordance with a judicial or other governmental order, provided that the receiving party either (i) gives the disclosing party reasonable notice prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order or equivalent to the extent it is legally permitted to do so, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the disclosing party’s Confidential Information the highest level of protection afforded under applicable law or regulation.
This Agreement shall be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and ClientSuccess as a result of this Agreement or use of the Services. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. This Agreement, together with any applicable Order Form(s) (including any other documents referenced therein),comprises the entire agreement between Customer and ClientSuccess regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter. In the event of any conflict between the Agreement and the terms of the Order Form, the terms of the Order Form will govern, but solely to the extent of the conflict. In the event that one or more of the provisions of this Agreement is invalid or otherwise unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the enforceability of remaining provisions will be unimpaired.
As used in this Agreement and in any Order Form(s) associated herewith:
“Content” means the audio and visual information, documents, software, products and services contained in or made available via the Services; “Customer Data” means any data, information or material that Customer or Customer’s Users, subscribers or partners may disclose or submit to ClientSuccess or the Services in the course of using the Services; “Order Effective Date” means the date identified in an Order Form as the date on which such Order Form shall be effective; “Initial Service Term” means the contracted period specified in the applicable Order Form. “Renewal Service Term” means each subsequent renewal period beginning on the expiration of the Initial Term; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Administrator(s)”means those Users designated by Customer who are authorized to submit, whether electronically or in writing, Order Forms and to create Customer accounts and otherwise administer Customer’s use of the Services; “Order Form(s)” means the form evidencing the initial subscription order for the Services and any subsequent Order Forms submitted online or in written form, specifying, among other things, the Order Effective Date, licenses, number of Users, and/or other services contracted for, the applicable Fees, the billing period, and other charges as agreed to between the parties, each such fully executed Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of the Order Form shall prevail); “ClientSuccess Technology” means all of ClientSuccess’ proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by ClientSuccess in providing the Services; “Service(s)” means ClientSuccess’ on-demand customer service solution and tools provided by ClientSuccess, including, individually and collectively, software, the API and any documentation as well as the other services developed, operated, and maintained by ClientSuccess and accessible via http://www.clientsuccess.com or another designated web site or IP address, or ancillary online or offline products and services provided or licensed to Customer by ClientSuccess, to which Customer is being granted access under this Agreement, including the ClientSuccess Technology, the Content and any product, service or license belonging to a third party that appears on an Order Form; “User(s)” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by Customer (or by ClientSuccess at Customer’s request); “Deliverables” means any copyrightable works, products, discoveries, developments, designs, work product, deliverables, improvements, inventions, processes, techniques and know-how made, conceived, reduced to practice or learned by ClientSuccess (either alone or jointly with Customer or others) that result from Professional Services included in any Order Form and/or SOW, and provided to Customer hereunder; “European Data Protection Legislation” means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland); “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC; “CCPA” means Resolution AB-375 of the California Civil Code, known as the California Consumer Privacy Act of 2018, signed into law on 28 June 2018 with regard to enhancing privacy rights and consumer protection; “Customer Personal Data” means personal data contained within the Customer Data.