IMPORTANT: PLEASE READ THIS EULA CAREFULLY AND PRINT IT OR GO TO HTTP://WWW.GREATERINTELL.COM/LEGAL TO OBTAIN A DOWNLOADABLE COPY OF THE CURRENT VERSION OF THE EULA TO MAINTAIN A COPY FOR YOUR RECORDS.
BY DOWNLOADING, COPYING, INSTALLING, ORDERING, RECEIVING OR OTHERWISE USING GREATER INTELL OR GREATER INTELL-SUPPLIED SOFTWARE OR SERVICES, OR BY CLICKING THE "ACCEPT" BUTTON OR CHECK BOX DISPLAYED AS PART OF THE PROCUREMENT, INSTALLATION, UPGRADE OR UPDATE PROCESS, YOU ACCEPT AND AGREE TO BE BOUND BY THIS EULA, THE DOCUMENTATION, AND THE OTHER ITEMS REFERENCED HEREIN AND THEREIN (COLLECTIVELY, THE "AGREEMENT"), ALL OF WHICH ARE INCORPORATED INTO AND FORM PART OF THE AGREEMENT. YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THE AGREEMENT.
GREATER INTELL OFFERS SOFTWARE AND SERVICES ONLY SUBJECT TO THE AGREEMENT AND THEREFORE YOU MUST ACCEPT THE AGREEMENT BEFORE YOU CAN DOWNLOAD, COPY, INSTALL, UPGRADE, UPDATE, ORDER, RECEIVE OR OTHERWISE USE GREATER INTELL OR GREATER INTELL-SUPPLIED SOFTWARE OR SERVICES. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN GREATER INTELL IS UNWILLING TO OFFER, LICENSE OR SELL THE GREATER INTELL OR GREATER INTELL-SUPPLIED SOFTWARE OR SERVICES TO YOU AND YOU MAY NOT DOWNLOAD, COPY, INSTALL, ORDER, RECEIVE OR USE THEM.
THE AGREEMENT IS BETWEEN THE GREATER INTELL ENTITY THAT ACCEPTS THE QUOTE FOR THE APPLICABLE SOFTWARE OR SERVICE (“GREATER INTELL,” “WE,” OR “US”) AND THE INDIVIDUAL OR LEGAL ENTITY DOWNLOADING, COPYING, INSTALLING, ORDERING, RECEIVING OR USING GREATER INTELL OR GREATER INTELL-SUPPLIED SOFTWARE OR SERVICES, OR THAT CLICKS THE "ACCEPT" BUTTON OR CHECK BOX DISPLAYED AS PART OF THE PROCUREMENT, COPY, INSTALLATION, UPGRADE OR UPDATE PROCESS (“CUSTOMER,” “YOU,” OR “YOUR”). YOU MAY ENTER THE AGREEMENT WITH MULTIPLE GREATER INTELL ENTITIES WITH RESPECT TO DIFFERENT SOFTWARE AND SERVICE QUOTES AND NO GREATER INTELL ENTITY HAS THE RIGHT TO ENTER ANY CONTRACT ON BEHALF OF OR AS AGENT FOR ANY OTHER GREATER INTELL ENTITY. IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “CUSTOMER,” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.
Questions or Additional Information:
If you have questions regarding the Agreement or wish to obtain additional information, please send an e-mail to legal@GreaterIntell.com.
Last Updated: August 25, 2014
1. SOFTWARE LICENSE AND RIGHT TO ACCESS SERVICES. The Software and Services are the property of Greater Intell or its licensors, and are protected by law, including applicable copyright law. Although Greater Intell or its licensors continue to own the Software and Services, after Customer’s acceptance of the Agreement, Customer has license rights to the Software and access rights to the Services during the Term all as set forth in the Agreement. Conditioned upon compliance with the terms and conditions of the Agreement, Greater Intell grants to Customer a nonexclusive and nontransferable license to download, install and use the Software for which Customer has paid the required fees consistent with the Documentation.
2. RESTRICTIONS. Customer agrees to the following restrictions:
2.1. General Restrictions. You acknowledge that the Software and Services contain trade secrets of Greater Intell or its suppliers or licensors. You agree not to disclose, provide, or otherwise make available trade secrets contained within the Software and Services in any form to any third party and you further agree to implement reasonable security measures to protect such trade secrets. You agree not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the Software or Services. Unless expressly set forth in the Agreement, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, the Software (in whole or in part) or any rights in the Services. You may not remove from the Software or Services, or alter or add, any Marks or copyright notices or other proprietary rights markings. You shall not (A) create Internet "links" to the Software or Service or "frame" or "mirror" any Software or Service on any other machine; or (B) reverse engineer or access the Service or Software in order to (1) build a competitive product or service, (2) build a product using similar ideas, features, functions or graphics of the Software or Service, or (3) copy any ideas, features, functions or graphics of the Software or Service. IF YOU ARE NOT AN EMPLOYEE, INDEPENDENT CONTRACTOR, OR INVITEE OF A CUSTOMER, YOU ARE NOT AUTHORIZED TO INSTALL OR OTHERWISE USE THE SOFTWARE OR SERVICES.
2.2. License Keys. You understand and agree that the Software and Service functionalities are enabled through the use of “license keys” issued by Greater Intell. For so long as you are not in breach or default with respect to any of your obligations to Greater Intell, Greater Intell will provide you with all license keys necessary to enable you to make normal use of the Software or Services that you have acquired. You agree that Greater Intell may disable or refuse to renew or replace license keys, rendering some or all aspects of the Software or Services unusable by you, at any time to enforce its rights under the Agreement.
2.3. Approved Devices. The maximum number of Approved Devices on which the Software may be installed and used is set forth in the Documentation based upon the edition of the Software or Services for which you have paid the required fees. You understand that you are only able to interact with Approved Devices if a copy of the applicable Greater Intell Software has been loaded onto that machine. You may only install and use Greater Intell Server Software on Approved Devices owned by you or your Affiliates. You may install and use copies of other Greater Intell Software on Approved Devices owned by you or your Affiliates and on third-party Approved Devices owned by your End Users. You agree that you will not resell or distribute or make the Software or Services available or accessible for use by any third person or entity other than your Affiliates or Greater Intell, either by means of a Hosted System or otherwise. Subject to the foregoing limitations and except as otherwise set forth in the Documentation, a copy of any Greater Intell Software that you install on one Approved Device may be moved by you to a different Approved Device, it being understood that once you have installed and are using the maximum number of copies of the Greater Intell Software, you will not be able to move Greater Intell Software from an Approved Device without deleting the Software or any related account (i.e. on the Greater Intell Server) attributable to that Approved Device thereby eliminating further use of any Greater Intell Software on that machine.
2.4. Automated Tracking. You understand that the Software and Services are programmed to track the number of deployed copies of Software, Approved Devices, users and other usage and user related data, and you consent to such operations. You at all times will enable, and will not hinder, impede, alter, prevent, or otherwise distort, the operation of such tracking and reporting functions.
2.5. Restricted Rights. The Software is provided to non-Department of Defense agencies with RESTRICTED RIGHTS and its supporting Documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the government is subject to the restrictions as set forth in subparagraph "C" of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19. In the event this transaction is with a Department of Defense agency, the government's rights in software, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and DFARS 227.7202. Manufacturer of Software is Greater Intell, Inc. Bothell, WA.
2.6. License Subject To Compliance. Your license to the Software and right to access and use the Services are and shall at all times remain subject to your compliance with all of the terms and conditions of the Agreement, and shall terminate without notice by Greater Intell to you in the event of a breach by you of any of your obligations under this Section 4 or in the event of any infringement by you of any patents, copyrights, trade secrets or trademarks of Greater Intell.
2.7. No Competitors. You may not access or use the Software or Services if you are a competitor of Greater Intell or if you are working in conjunction with or on behalf of a competitor. In addition, you may not access or use the Software or Service for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
2.8. Proprietary Rights. You acknowledge that: (a) Greater Intell is the exclusive owner of all trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other proprietary rights relating to the Software and Services; and (b) Greater Intell may collect the Usage Data, is the exclusive owner of the Usage Data and may sell, publish or otherwise use the Usage Data for any purpose at its sole discretion.
2.9. Territory. Customer will be billed in the currency and under pricing schemes applicable to the Territory for the Software or Service. Customer acknowledges and agrees that it will not deploy or use the Software or Services on any machines which are located outside of the Territory. Greater Intell has agreed to special pricing which would not otherwise be applicable based on Customer’s agreement to use the Software and Services only in the Territory. Therefore, if Customer deploys or uses the Software or Services outside the Territory, Customer shall be deemed to have purchased the rights to use the Software or Services corresponding to Customer’s deployment or use and Customer agrees to pay Greater Intell for the entire Term the list price applicable to the geographic region(s) where such Software or Services are deployed or used including any increased amounts above the amount(s) otherwise paid by Customer.
3. TERM AND TERMINATION.
3.1. Term and Auto-Renewal. Under the Perpetual model, the Agreement and the rights granted herein shall remain effective in perpetuity unless terminated as set forth in the Agreement. Under the Subscription model, the initial term shall be as set forth in the Documentation. Upon the expiration of the initial term, the Subscription will automatically renew for successive renewal terms equal in duration to the initial term at Greater Intell's then current fees. For month to month Subscriptions, either party may terminate any such Subscription, effective only upon the expiration of the then current term, by notifying the other party in writing at least five (5) business days prior to the expiration date of the current term. For all other Subscriptions, either party may terminate any such Subscription, effective only upon the expiration of the then current term, by notifying the other party in writing at least thirty (30) days prior to the expiration date of the current term. With respect to each Software or Service item, the current term shall be referred to as the “Term” herein.
3.2. Termination. In addition to the rights otherwise set forth in the Agreement and not in limitation thereof, Greater Intell may terminate the Agreement and the rights granted herein in whole or in part with respect to all Software or Services purchased by Customer upon written notice to Customer in the event of a material breach by Customer of the Agreement or any of its obligations to any Greater Intell entity, provided that if the breach is curable, the termination shall be effective only if the breach is not cured within ten (10) days following the Customer’s receipt of such written notice. Customer may terminate the Agreement with respect to the affected Software or Service upon written notice to Greater Intell in the event of a material breach by Greater Intell of the Agreement with respect to such Software or Service, provided that if the breach is curable, the termination shall be effective only if the breach is not cured within ten (10) days following the Greater Intell’s receipt of such written notice. Any free or Trial Software or Services may be terminated by either party at any time with or without notice to the other. Greater Intell will have no responsibility to notify any third party, of any termination or suspension of the Agreement, nor will Greater Intell have any liability for any consequences resulting from any termination, suspension or lack of notification.
3.3. Effect of Termination. In the event of termination, cancellation, or expiration: Customer’s rights to the Software or the Services shall immediately terminate; Customer shall de-install and destroy all copies of Software (including any Documentation) in its possession or control; Customer shall immediately pay Greater Intell for all amounts due through the effective date of termination, cancellation, expiration; all sections of the Agreement other than the license grant in Section 2 shall survive; and except where Customer terminates for Greater Intell’s breach Customer agrees to pay any future Installment or Subscription payments due for the entire Installment Schedule or Subscription Term, as applicable, as consideration for pricing accommodations and other consideration and as a fair approximation of damages and not as a penalty. Any payments due hereunder will be immediately due and payable and can be charged by Greater Intell against any Customer card on file without further prior authorization from Customer and Customer agrees not to dispute any such charges.
4. CHARGES AND PAYMENT.
4.1. General Requirement. Customer agrees to pay Greater Intell when due the applicable amounts in accordance with the Documentation. Customer agrees to be responsible for paying for all fees for the entire Term, regardless of whether such Software or Services are actively used. You agree to cause those who access or use the Software and Services by or through you or your accounts to comply with the terms and conditions of the Agreement and, except where caused by Greater Intell’s gross negligence, to be responsible for payment for all such activity regardless of whether authorized by Customer or not. Except as otherwise set forth in the Agreement, all payment obligations are non-cancelable and all amounts paid are nonrefundable. This section 5 and all of its subsections apply in all situations in which you directly pay Greater Intell. If you pay a company other than Greater Intell, then the charges and billing terms may be stated by the other company to the extent different then set forth herein. Customer is responsible for all incidental charges related to using the Software or Services including, for example, charges for Internet access, third party software licenses mobile text messaging, or other data transmission. All pricing terms are Confidential Information of Greater Intell.
4.2. Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1.5% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect any amounts. You must pay for all reasonable costs we incur to collect any past due amounts which costs may include reasonable attorneys' fees and other legal fees and costs. Any Greater Intell Entity may suspend, cancel or otherwise terminate your rights in whole or in part with respect to all Software or Services if you fail to pay in full on time for any Software or Service purchased from any Greater Intell Entity, including any failure to make an Installment or Subscription payment.
4.3. Upfront Pricing. If, pursuant to the Documentation, Customer is paying “Upfront” for Software or Service, no refunds, opt outs or conversion are available and Customer agrees to pay all applicable fees for the item in full or the Term in full once an Quote is accepted by Greater Intell.
4.4. Installment and Subscription Pricing. If, pursuant to the Documentation, Customer is paying installments (“Installments”) under an installment schedule (“Installment Schedule”) or on a Subscription basis, except as required by law or as otherwise set forth in the Agreement, no refunds, opt outs or conversion are available and once a Quote is accepted by Greater Intell, Customer agrees to pay all applicable deposits, fees and Installments for the full Installment Schedule or all Subscription fees for the full Subscription Term in accordance with the Quote.
4.5. Subscription Pricing and Changes. With respect to Software or Services on a Subscription basis, Customer agrees that Greater Intell may from time to time either increase or decrease the fee(s) for all or any portion thereof, and that any such adjustment, when made by Greater Intell, shall apply effective at the expiration of the current Term to the applicable fees that Customer must pay. Customer’s sole remedy in such a case, if it does not wish to pay the adjusted fees, is to elect to terminate the Software or Service at the expiration of the current Term. Any one time, ongoing, or related account or other fees are non-refundable and nontransferable even if prices for related Software or Services are changed. If Customer adds Subscription Software or Services in the middle of a billing month, Customer may be charged in full for that billing month.
4.6. Payment method; Credit Card Authorization. If paying by credit card, you must provide Greater Intell with an approved valid credit card or other electronic or standard purchase order and payment processing information. Until all amounts due have been paid in full, you hereby authorize Greater Intell to charge any credit card provided by you to Greater Intell, all amounts due under the Agreement from time to time, including without limitation, ongoing Subscription and Installment and other payments, taxes, and additional fees. You agree to update your payment information to keep it current at all times and agree that Greater Intell may submit charges for processing even if the payment information appears to have expired. All prices are given and must be paid in the currency listed.
4.7. Taxes. Greater Intell’s fees are exclusive of all taxes, fees, levies, duties or similar charges arising out of or relating to the Agreement, and you shall be responsible for payment of all such taxes, fees, levies, duties or similar fees, excluding only taxes based solely on Greater Intell's income.
4.8. Conversion of Trial Period Offers. Unless we notify you otherwise, if you are participating in any trial period offer, you must cancel the service by the end of the trial period or you hereby authorize us to charge your payment method for the Software or Service at standard rates.
4.9. Invoices; Errors. We may only provide you with a single invoice and we may provide it via electronic means including via an online billing statement. This may be the only billing statement that we provide. If you request a paper copy, we may charge you a retrieval fee. If we make an error on your invoice, we will correct it promptly after you tell us and we investigate the charge. YOU MUST TELL US WITHIN NINETY (90) DAYS AFTER AN ERROR FIRST APPEARS ON YOUR INVOICE (WHETHER IN YOUR ONLINE BILLING STATEMENT OR IF SENT TO YOU). YOU RELEASE US FROM ALL LIABILITY AND CLAIMS OF LOSS RESULTING FROM ANY ERROR THAT YOU DO NOT REPORT TO US WITHIN (90) DAYS AFTER THE ERROR FIRST APPEARS ON YOUR INVOICE (WHETHER IN YOUR ONLINE BILLING STATEMENT OR IF SENT TO YOU). If you do not tell us within this time, we will not be required to correct the error. We can correct billing errors at any time.
4.10. Sale and Risk of Loss. With respect to all Software and Services, the parties acknowledge and agree that the sale, passage of beneficial ownership to Customer, passage of risk of loss to Customer and all negotiations, consummation of the Agreement, and payments occur where Greater Intell is located.
5.1. Each party agrees to hold the other party’s Confidential Information in confidence and not to use it for any purpose other than to provide or receive the Software and Services under the Agreement as applicable. Each party agrees to use the same standard of care to protect Confidential Information as it uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care.
5.2. Confidential Information may only be disclosed to those Affiliates, employees, contractors and advisors of the Greater Intell Entities or the Customer, as applicable, on a need-to-know basis and who agree to be bound by confidentiality restrictions; provided that nothing herein shall prevent or prohibit a party from using or disclosing Confidential Information as may be required by law, rule, regulation or legal process.
5.3. Confidential Information remains at all times the property of the disclosing party. Unless otherwise explicitly set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied with respect to Confidential Information.
6. PRIVACY & SECURITY; CUSTOMER DATA; SERVICE SUSPENSION.
6.1. Privacy Statement. The Greater Intell Privacy Statement can be accessed at the Website via http://www.greaterintell.com/users/privacy (“Privacy Statement”). Notwithstanding the amendment process set forth in these Terms and Conditions, the Privacy Statement may be updated as set forth in the Privacy Statement. You hereby acknowledge that you have accessed and read the Privacy Statement and that it is a part of the Agreement. Customer Data, including any personal information or personal data may be stored, transferred and processed by any Greater Intell Entity in any country in which any of the Greater Intell Entities maintain facilities or personnel, and you consent to any such storage, transfer and processing of information outside of your country.
6.2. Account Information and Customer Data. Greater Intell does not claim ownership of any Customer Data. You hereby grant to Greater Intell a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, and display Customer Data solely for the purpose of providing the Software or Services. Except as set forth in the Agreement, as between you and Greater Intell, you retain all right, title, and interest in and to the Customer Data. You, not Greater Intell, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and you agree that Greater Intell shall not be responsible or liable for the unauthorized access to, alteration of, or deletion, correction, destruction, corruption, damage, loss or failure to secure or store any Customer Data. You acknowledge that you bear sole responsibility for adequate security, protection and backup of Customer Data. We strongly encourage you, where available and appropriate, to (a) use encryption technology and passwords to protect Customer Data from unauthorized access, and (b) routinely archive Customer Data. Greater Intell reserves the right to refuse to post or to remove any information or materials, in whole or in part, that Greater Intell believes in good faith to be unacceptable, undesirable, or in violation of the Agreement. Except for a termination for cause by Greater Intell, for 30 days after termination of the applicable Term, Greater Intell will continue to make available to you any Customer Data or other reports that are normally made available through the Software or Service. Other than as set forth in the preceding sentence, Greater Intell has no obligation to provide any information (including Customer Data) to Customer in any specific format. Greater Intell reserves the right to withhold, remove and/or discard Customer Data or other reports without notice for any breach, including, without limitation, your non-payment.
6.3. Representations and Warranties About Customer Data. You represent, warrant and covenant that you: (A) are the owner or authorized licensee of any and all Customer Data and have the right to grant the rights set forth herein; and (B) will not publish, post, upload, record, or otherwise distribute or transmit Customer Data that: (1) infringes or would infringe any copyright, patent, trademark, trade secret, or other proprietary right of any party, or any rights of publicity or privacy of any party; (2) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising); (3) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (4) is harmful to minors or otherwise pornographic; (5) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; (6) is materially false, misleading, or inaccurate; and/or (7) contains information for which you do not have the right to permit Greater Intell to collect and process as set forth in the Privacy Statement.
6.4. Third Party Clients and Responsibility for Accounts Generally. You are responsible for the compliance with the Agreement of Third Party Clients and if you are a Third Party Client, you agree to comply with this Agreement. You agree to furnish such information to Greater Intell, and to adopt and utilize (and to cause End Users to adopt and utilize) such other measures as Greater Intell reasonably may prescribe, in order to assure that the Services are furnished by Greater Intell pursuant to this Agreement only to End Users, if any, to whom you have a contractual obligation to provide such Services. You agree that the security of your account and of any network or system utilized by you is solely your own responsibility. You are responsible for maintaining the secrecy and security of your passwords and acknowledge and agree that Customer Data will be lost and irretrievable without your passwords. You are fully responsible for all activities that occur on your accounts, regardless of whether such activities are undertaken by you or a third party. Therefore, you further agree that if you believe that the security of your account or of any such network or system has been compromised in any way, you will notify Greater Intell immediately both by email and telephone. You agree not to interfere with the proper operation of any network or system utilized by Greater Intell (including but not limited to defeating identification procedures, obtaining access beyond that which you and End Users are authorized for, and impairing the availability, reliability, or quality of service for other customers of Greater Intell) or with the proper operation of other systems reachable through the Internet, including any attempt at unauthorized access. You further agree not to use the Software or Services or knowingly to permit any End User to use the Software or Services for or in connection with any illegal or improper purpose or activities or in violation of this Agreement.
6.5. Downtime and Service Suspensions. In addition to our rights to terminate or suspend Services to you as otherwise set forth in the Agreement, you acknowledge that: (i) we shall be entitled, to suspend access to any portion or all of the Services at any time: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; (c) in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons; (d) if you engage in any conduct or activities that is in excess of average customer usage parameters including but not limited to your bandwidth, CPU or disk space usage and such usage by you is or may adversely affect the performance or availability of the Services, Greater Intell’s infrastructure or resources, or Greater Intell’s other customers; or (e) if you engage in any conduct or activities that Greater Intell in good faith believes to be in violation of any of the terms and conditions in the Agreement; and (ii) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions (all of the foregoing collectively referred to as “Service Suspensions”). Except as may be set forth in an applicable service level agreement, the Greater Intell Entities shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. To the extent we are able; we will endeavor to provide you notice of any Service Suspension, but shall have no liability for the manner in which we may do so or if we fail to do so; it being further understood that Greater Intell may take any mitigating action without liability or notice to Customer in response to the situations described in (i)(c)-(e) above.
6.6. Submissions. You may submit questions or comments to Greater Intell from time to time. Greater Intell reserves the right to edit and post such questions or comments along with answers, if any. All such communications and any comments, feedback, suggestions, scripts, software, ideas, and other submissions related to the Software and/or Services submitted to Greater Intell (collectively, “Submissions”) will be and remain Greater Intell's property, and all worldwide right, title, and interest in all copyrights and other intellectual property in all Submissions are hereby assigned (and in the future deemed to be assigned) by you to Greater Intell.
7. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES; INTERNET DELAYS.
7.1. Limited Warranty. Greater Intell warrants that the Software when shipped or transmitted to you will operate substantially in accordance with the Documentation for a period of ninety (90) days from delivery to Customer. Customer's sole and exclusive remedy and the entire liability of Greater Intell under this limited warranty will be at Greater Intell’s option, repair, replacement, or refund of the purchase price of the Software (or if the Software provides the functionality intended by Greater Intell and the error is in the Documentation Greater Intell will correct the Documentation), in each case subject to the condition that any error or defect constituting a breach of this limited warranty is reported to Greater Intell within the limited ninety (90) day warranty period. This warranty does not apply if the Software, or any other equipment upon which the Software is authorized to be used: (a) has been altered, except by Greater Intell or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Greater Intell, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; (d) is licensed for beta, evaluation, testing or demonstration purposes; or (e) any Software for which Greater Intell does not receive a license fee.
7.2. Disclaimer Of Warranties. EXCEPT AS SET FORTH IN THE PRECEDING SECTION, ALL SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. EACH OF THE GREATER INTELL ENTITIES HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND DUTIES OF ANY KIND (IF ANY), EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE, OF ACCURACY, OF SYSTEM INTEGRATION OR COMPATIBILITY, OF WORKMANLIKE EFFORT, OR OF NON–NEGLIGENT PERFORMANCE. THE FOREGOING DISCLAIMERS INCLUDE, WITHOUT LIMITATION, ANY WARRANTY, DUTY, OR CONDITION THAT: THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, RELIABLE, AVAILABLE AT ANY PARTICULAR TIME, SECURE, ERROR-FREE, VIRUS-FREE, OR CORRESPOND TO ANY CONDITION; THAT MESSAGES OR REQUESTS WILL BE DELIVERED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SOFTWARE OR SERVICES, ANY CONTENT, SYSTEMS, SERVERS, AND INFORMATION THAT IS IN OR UTILIZED BY THE SOFTWARE AND/OR SERVICES WILL BE FREE OF HARMFUL ASPECTS. ALSO, THERE IS NO WARRANTY OF TITLE OR AGAINST INTERFERENCE WITH ANYONE’S ENJOYMENT OF THE SOFTWARE OR SERVICES OR AGAINST INFRINGEMENT.
7.3. Internet and Fault Tolerance. SERVICES MAY BE SUBJECT TO LIMITATIONS, SECURITY RISKS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GREATER INTELL ENTITIES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, SECURITY BREACHES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE SOFTWARE AND SERVICES CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
8. TRIAL SOFTWARE AND SERVICES. Customer acknowledges and agrees that any Trial Software and Services may not be at the level of performance or compatibility of a final, generally available Software or Service offering. Furthermore, you understand that, for promotional purposes, from time to time, Greater Intell may enable new functionality for a trial period to show you what is available or new in the Software and Services, and you agree to accept these new functionalities on a trial basis as they are provided to you. Pre-Release Software or Services may not operate correctly and may be substantially modified prior to commercial shipment, or withdrawn in whole or in part. All Trial Software and Services offered on a trial basis are provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of Trial Software or Services remains with Customer. In no event shall any of the Greater Intell Entities be liable for any damage whatsoever arising out of or related to any Trial Software or Services even if Greater Intell has been advised of the possibility of such damages and Customer’s sole and exclusive remedy will be to terminate use of the Trial Software or Service.
9. MARKS. The Marks are available to you only if you meet the Greater Intell criteria to use them. The criteria may be obtained by written request to Greater Intell. If you meet the criteria and Greater Intell has not informed you otherwise, during the Term, we grant to you a revocable at any time non-exclusive, non-transferable, limited, royalty-free license to use the applicable Marks. You acknowledge and agree that: (A) Greater Intell or its licensors is the sole owner of the Marks and the sole beneficiary of the goodwill associated with your use of the Marks; (B) You will not acquire any right, title or interest in the Marks because of your use of the Marks; and (C) You will not register, adopt or use any name, trademark, domain name or other designation that includes all or part of any Mark, or any term that is confusingly similar to a Mark, or a translation or transliteration of a Mark and specifically agree not to direct or re-direct communications network traffic to any network address associated with Customer or with any other third party; cause such network traffic to be so directed or so re-directed on behalf of Customer or with any other third party; or list or cause to be listed any Internet website associated with Customer or with any third party in response to a keyword search that receives as input, whether in whole or in part based on the foregoing.
10. EXCLUSION OF DAMAGES; LIMITATION ON LIABILITY.
10.1. Exclusion Of Certain Damages. YOU AGREE THAT THE FOLLOWING DAMAGES ARE EXCLUDED AND THAT YOU WILL NOT BE ENTITLED TO ANY OF THEM: ALL SPECIAL, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES; DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR FOR NEGLIGENCE OR NEGLIGENT MISREPRESENTATION; AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER OTHER THAN “DIRECT DAMAGES” AS DESCRIBED BELOW. THE FOREGOING DAMAGES WILL BE EXCLUDED EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, AND/OR BREACH OF CONTRACT OF GREATER INTELL OR ANY OF THE OTHER GREATER INTELL ENTITIES, AND EVEN IF GREATER INTELL OR ANY OF THE GREATER INTELL ENTITIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THESE EXCLUSIONS AND THE BELOW LIMITATION ON LIABILITY WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.2. Limitation On Liability. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID AND CANNOT BE LIMITED BY CONTRACT, YOU AGREE THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY YOU IN REASONABLE RELIANCE: (A) FOR SOFTWARE UP TO THE GREATER OF THE AMOUNT OF A REFUND OF THE PRICE THAT YOU ACTUALLY PAID FOR THE APPLICABLE SOFTWARE IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY) AND ONE DOLLAR (US$1.00); AND (B) FOR SERVICES UP TO THE GREATER OF THE AMOUNT OF A REFUND OF THE PRICE THAT YOU ACTUALLY PAID FOR THE APPLICABLE SERVICES DURING THE SERVICES TERM IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY) AND ONE DOLLAR (US$1.00).
10.3. Customer agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Customer has accepted the Software or Services. Customer acknowledges and agrees that Greater Intell has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. Customer understands, acknowledges and agrees that if Greater Intell takes any corrective action because of an action of Customer or any End Users, that corrective action may adversely affect other End Users, and Customer agrees that Greater Intell shall have no liability to you, or to any End Users, or any other third party due to such corrective action by Greater Intell. The limitations and exclusions provided for by this section reflect an informed and voluntary allocation of risks between the parties and applies to risks both known and unknown that may exist in connection with the Agreement.
11. THIRD PARTY CLAIMS.
11.1. Greater Intell’s Obligations Re Third-Party Infringement Claims. Greater Intell will defend, at Greater Intell’s expense, any lawsuit brought against you in any court located within the United States, insofar (but only insofar) as the suit is based on a claim that the Software, as provided by Greater Intell to you, directly infringes any third party patent or copyright, provided that: (A) Greater Intell is notified in writing of the lawsuit within thirty (30) days after you obtain actual knowledge of it, (B) Greater Intell is given full control over the defense of such claims, and (C) you give Greater Intell reasonable assistance and cooperation in its defense of the claim. If your use of the Software is determined in a final, enforceable judgment to infringe a third-party patent or copyright, Greater Intell, at its own expense, shall either (1) procure for you the right to continue using the Software, or (2) modify the Software so that it becomes non-infringing while giving acceptable performance, or (3) in the event that neither of the foregoing options (1) and (2) are reasonably available to Greater Intell, terminate the Agreement with respect to the infringing Software (and/or any related Services) and, in the case of Perpetual Software, provide a refund to you an amount equal to all sums received by Greater Intell from you on account of the Software furnished by Greater Intell to you, multiplied by a factor the numerator of which is 1095 minus the number of days during which your license to use the Software was effective and the denominator of which is 1095. In the case of all Subscriptions and Software for which Customer has Installment payments remaining on the Installment Schedule, Greater Intell may terminate the Agreement without compensation or other liability. Notwithstanding anything to the contrary in the Agreement, Greater Intell will have no obligation to you on account of any third-party claim of infringement that results from (V) any use by you of the Software in violation of the Agreement, (W) any damage to, or misapplication or misuse of the Software by you; (X) your combination of all or any portion of the Software with software not supplied by Greater Intell; or (Y) your use of any superseded, altered, or allegedly infringing version or release of all or any portion of the Software if such alleged infringement could be avoided by the use of a different version or Upgrade made available to you by Greater Intell; or (Z) any information, design, specification, instruction, software, data, or material not furnished by Greater Intell. You agree to defend, indemnify and hold harmless the Greater Intell Entities against any claims of infringement by third parties resulting from any of the circumstances listed in the immediately preceding sentence. The foregoing states Greater Intell’s entire responsibility with respect to intellectual property claims and Customers sole and exclusive remedy.
11.2. Customer Indemnity. You agree to defend, indemnify, and hold harmless each of the Greater Intell Entities from and against any and all claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to: any actual or alleged violation of the Agreement or applicable law, rule or regulation by you or any person accessing or using the Software or Services by or through you (including Third Party Clients); any actual or alleged infringement or violation by you or any person accessing or using the Software or Services by or through you of any intellectual property or privacy or other right of any person or entity (including Third Party Clients); or any claims by Third Party Clients or arising out of or relating to Customer’s relationship with any Third Party Client.
12.1. Assignment. No party may assign the Agreement, or any rights or obligations hereunder, whether by contract, operation of law, or otherwise without the express written consent of the other party to the Agreement, except: (A) in the case of Greater Intell, Greater Intell may assign the Agreement without your prior consent to: (1) one or more of the Greater Intell Entities, (2) an acquirer of assets, or (3) a successor by merger; and (B) in the case of Customer, you may assign all of your rights in connection with a sale of all or substantially all of Customer’s assets or in connection with a merger or other third-party acquisition of all or substantially all of the business conducted by Customer for which the Software is used by you, and then only if (1) you retain no further rights under this Agreement, (2) your assignee or transferee expressly agrees in writing to assume all of your obligations under this Agreement, (3) your assignee or transferee is no less capable of performing this Agreement than are you; and (4) the assignee is not a competitor of any Greater Intell Entity as determined in Greater Intell’s sole discretion. Unless otherwise agreed in writing by Greater Intell, you will remain jointly and severally liable with any such assignee or transferee for the full and timely performance of all obligations under this Agreement. Notwithstanding the foregoing, any actual or proposed assignment to a competitor of Greater Intell or change in control of you that results or would result in a competitor of Greater Intell directly or indirectly owning or controlling 50% or more of you shall entitle Greater Intell to terminate the Agreement for cause in whole or in part immediately upon written notice. Any purported assignment in violation of this section shall be void.
12.2. Notices and Electronic Communications. Greater Intell may give notice by means of a general notice on the Software or Service, electronic mail to your e-mail address on record in Greater Intell's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Greater Intell's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Greater Intell (such notice shall be deemed given when received by Greater Intell) at any time by any of the following: letter sent by confirmed facsimile or third party confirmed mail delivery to Greater Intell at the address set forth on the Website. The Services and Software are conducted and provided electronically and you agree that Greater Intell may communicate electronically with you for matters relating to the Services and Software, including educational information and notifications regarding product updates, incentive and rewards programs, training opportunities and ways to more efficiently use the Software and Services. The parties agree that the Agreement is to be written in English only, unless Greater Intell in its sole discretion releases any part of the Agreement in other language(s). If Greater Intell chooses to release any part of the Agreement in any language other than English, Greater Intell does for so for informational purposes only and you hereby agree that the English language version shall govern and control in all cases.
12.3. Choice of Law. The 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 the Agreement or the Software or Services shall be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to the Agreement. Customer and Greater Intell agree that Customer and Greater Intell MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, and not as a plaintiff or class representative or class member in any purported class or representative proceeding as a private attorney general. Greater Intell and Customer hereby agree that each is waiving all respective rights to a trial by jury regarding any disputes, actions, claims or causes of action arising out of or in connection with the Agreement or the Software or Services. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order in any appropriate jurisdiction. If either party commences litigation in connection with the Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses.
12.4. Waiver and Severability. The failure of either party to insist in any instance upon any payment or performance when due by the other party, shall not relieve such other party of its any of obligations with respect to such performance, or constitute a waiver of such party’s right to insist upon the full and timely performance in the future of any of the other party’s obligations under the Agreement. If any of the provisions of the Agreement shall be held by a court of competent jurisdiction for any reason to be unenforceable by reason of being excessively broad, or excessively narrow or limited, in its scope or duration, the offending provision(s) automatically shall be deemed amended so as to be as broad as is permissible (if the unenforceability is due to excessive breadth) or as narrow or limited (if the unenforceability is due to excessive narrowness or limitation) as is permitted by applicable law. The unenforceability or invalidity of any one provision shall not affect the remainder of the Agreement, which shall continue in full force and effect.
12.5. Compliance With Law and Export Control. You shall abide by all applicable local, state, national and foreign laws, rules, treaties and regulations in connection with your use of the Software and Service, including those related to data privacy, international communications and the transmission of technical or personal data. You acknowledge that the Software, Services and related technology and technical data (collectively "Controlled Technology") may be subject to the import and export laws of any country where Controlled Technology is imported or re-exported, including U.S Export Administration Regulations. You agree not to export or import any Controlled Technology in contravention to law nor to any prohibited country (such as embargoed countries), entity, or person (such as designated nationals) for which a license or other governmental approval is required or is otherwise prohibited. All Controlled Technology is prohibited for export or re-export to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, North Korea, Syria and Sudan and to any country subject to similar trade sanctions. You further agree that you will not use, export or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.
12.6. Verifying Compliance And Customer Records. Customer grants to Greater Intell and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with the Agreement. In the event such audit discloses non-compliance with the Agreement, Customer shall immediately pay to Greater Intell the appropriate fees, plus the reasonable cost of conducting the audit.
12.7. Agreement Priority. The terms of this EULA govern Customer's access and use of the Software and Services, provided that to the extent there is an applicable separate non-electronic agreement manually signed by authorized representatives of the parties the order of precedence shall be the signed agreement and this EULA. Except as set forth in the preceding sentence or otherwise indicated in this EULA, this EULA shall govern in case of a conflict between the EULA and the Documentation. If the applicable Software has Upgrades or Updates from an earlier version of the Software or if you make follow on purchases, it is done so on a license exchange basis. You agree by your installation and use of such Upgrades, Updates or new Software or Services: (A) that the current EULA included therewith which will also be set forth at http://www.GreaterIntell.com/Legal.html applies to all of Your Software or Service purchases; (B) to voluntarily terminate your earlier EULA; and (C) that you will not continue to use the earlier version of the Software or transfer it to another person or entity.
12.8. Force Majeure. Greater Intell’s performance of the Agreement (including the Privacy Statement) is subject to existing laws and legal process, and you agree that Greater Intell may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term of the Agreement. Each party’s obligation to perform its obligations hereunder (other than your obligation to pay fees when due) shall be suspended during any period that the party is rendered incapable of performing by virtue of any criminal acts of third parties, war, viruses, acts of public enemies, severe weather conditions, utility failures, strikes or other labor disturbances, fires, floods, other natural disasters, other acts of God, unforeseeable acts of employees, telecommunication or interruption of Internet service, or any causes of like or different kind beyond any reasonable control of the party.
12.9. Independent Contractor. We are independent contractors, and nothing contained in the Agreement shall be construed to (A) give either party the power to direct and control the day-to-day activities of the other, (B) constitute the parties as partners, joint venturers, co-owners agents, franchisee or franchisor or otherwise, or (C) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Customer is not an employee of Greater Intell and is not entitled to any Greater Intell benefits. All financial and other obligations associated with each party’s business and are the sole responsibility of such party. Customer represents and warrants that it: (X) will not make any representation, warranties, or guarantees on behalf of Greater Intell, and (Y) will not disparage Greater Intell in any manner or otherwise harm Greater Intell’s business or reputation.
12.10. Entire Agreement. The Agreement (including these Terms and Conditions, the Documentation, and the other items referenced herein and therein) constitutes the entire agreement between Greater Intell and you with respect to the Software and Services and supersedes all other (prior or contemporaneous) communications and proposals, whether electronic, oral, or non-electronic, between Greater Intell and you regarding them. You agree that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that you may now or later provide to Greater Intell, will have no effect and that the Agreement is the only contract between Greater Intell and you regarding the Software and Services and may only be amended as set forth herein. A printed version of the Agreement and of any notice given to you in electronic form will be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
12.11. Amendments. Greater Intell may, at any time, amend the provisions of the Agreement and/or the Privacy Statement, and you may accept the amended provisions in the manner indicated in the amendment notice as communicated by Greater Intell. Any amendment proposed by you may only be accepted by Greater Intell in a non-electronic writing manually signed by authorized representatives of the parties. Therefore, you agree to periodically visit the Website to examine the then-current Agreement (including the Privacy Statement).
13. DEFINITIONS: All capitalized terms defined in the Agreement have the meanings as defined herein. In addition, as used in the Agreement the following terms shall be defined as set forth below:
13.1. “Affiliates” means any legal entity that a party owns, which owns the party, or which is under common ownership with the party. “Ownership” means, for the purposes of this definition, more than 50% ownership.
13.2. “Approved Device” means a device in the Territory meeting the license restrictions herein and the minimum requirements set forth in the Documentation and for which Customer has paid the required fees.
13.3. “Cloud” are Services where the Services are hosted by Greater Intell or its suppliers in an accessible network location (it being understood that portions of the Software required to use Cloud Services may also be On Premises).
13.4. “Confidential Information” means the proprietary and non-public: technical, financial, marketing, staffing and business information; business strategies, marketing plans, industry and competitive information; technology and pricing information; employee and personal information; and the trade secrets of the Greater Intell Entities on the one hand or the Customer and its Third Party Clients on the other hand. Confidential Information does not include information that: (a) was or becomes publicly available or in a party’s possession without breach of the Agreement; (b) is developed by a party independently of and without reference to the other’s Confidential Information; or (c) is rightfully obtained by a party from third parties authorized to make such disclosure.
13.5. “Customer Data” means all Customer data, information and materials that are uploaded by or for you or that is accessed by Greater Intell in connection with your use or Greater Intell’s provision of the Software or Services including without limitation personal information, photographs, caricatures, illustrations, designs, icons, articles, audio clips, trademarks, logos, and video clips but does not include Submissions or Usage Data.
13.6. “Documentation” means written information (whether contained in catalogs, maintenance policies, user or technical manuals, training materials, support policies, specifications, copyright attributions or otherwise) pertaining to the Software or Services and made available by Greater Intell with the Software or Services in any manner (including on CD-Rom, via email, on the Website or other on-line format) as updated or amended by Greater Intell from time to time and includes Greater Intell’s Software and Services Terms and Conditions set forth at http://www.GreaterIntell.com/legal.html and Quote(s) and SOW(s).
13.7. “End User” means a person or entity to whom you provide information technology services through use of Software or Services where such services provided by you have sufficient added value so that in each case: (i) the person or entity would not reasonably purchase or otherwise acquire such services for the purpose of obtaining the Greater Intell Software or Services; and (ii) your services provided in direct conjunction with the Software or Services cost the person or entity a material amount above what such Software or Service would cost if purchased directly from Greater Intell.
13.8. “Hosted System” means a computer system on which Greater Intell Server Software is installed and made available for remote use by third parties (whether such use is internal only or involves the provision of services by the third party to others).
13.9. “Greater Intell Entities” means Greater Intell and any licensors and suppliers providing any part of the Software or Services; and all subsidiaries, Affiliates, officers, employees, consultants, and agents of any of the foregoing.
13.10. “Greater Intell Server” means the centralized Greater Intell Software platform that may be required to enable other Software or Services components to function.
13.11. “Marks” means Greater Intell or Greater Intell licensed trademarks, logos, symbols, and names.
13.12. “On Premise” means the Software is to be deployed by Customer in accordance with this Agreement and such Software is not hosted by Greater Intell.
13.13. “Perpetual” is a license model where, subject to the terms and conditions of the Agreement, Customer has a perpetual license to the applicable Software.
13.14. "Quote" means the Greater Intell form evidencing the Customer order, and which may specify, among other things, the number of Software or Service licenses and other services purchased, the applicable fees, the billing period, the Installment Schedule, Term and other items, each such Quote to be incorporated into and to become a part of the Agreement; and depending on the Software or Services ordered, the Quote may be completed online, may be the Greater Intell invoice or billing statement, or may be an SOW.
13.15. “Service(s)” means the Greater Intell services set forth in the applicable Documentation and also includes such Documentation.
13.16. “Software” means Greater Intell or Greater Intell-distributed software including any software provided by Greater Intell to access and use Services and the associated Documentation but does not include any open source software which cannot be licensed under this EULA and is therefore subject to its own license.
13.17. “SOW(s)” means a statement of work, work order, or other similar document executed by Greater Intell and Customer which sets forth Services to be performed by Greater Intell.
13.18. “Subscription” is a license model where, subject to the terms and conditions of the Agreement, the Customer has the right to access the applicable Software or Service only for the Term.
13.19. “Territory” means the geographic region where Software and Services may be deployed and used for which Customer has paid the applicable fees and unless otherwise agreed to by Greater Intell in writing is the country where Customer is invoiced for the applicable Software or Service.
13.20. “Trial Software and Services” means any Software or Services that are not generally released to the public for purchase such as alpha or beta releases or other trials.
13.21. “Updates” mean bug fixes, quick fix engineering updates, or other minor modifications to the Software which are not deemed by Greater Intell in its sole discretion to be an Upgrade.
13.22. “Upgrades” mean any modifications to the Software or Services which are not Updates as determined in Greater Intell’s sole discretion such as those providing enhanced functionality or performance, or that otherwise improve or add to, delete or otherwise modify any aspect of the Software.
13.23. “Usage Data” means any non-personally identifying information relating to or arising from the capabilities, problems, successes, statistics, diagnostics, inventory, composition, configuration, performance (or lack thereof) of: (a) the Software or Services; (b) Approved Devices or any network to which an Approved Device is connected; or (c) any software or hardware loaded on, comprising, or used in connection with or otherwise related to any of the foregoing.
13.24. “Website” means http://www.GreaterIntell.com and related Greater Intell micro-site(s), or regional or in country websites applicable to Customer or the applicable Software or Services.
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