Reseller Terms

These Reseller Terms (including any Addendum, the “Agreement”) by and between Company and Reseller (each, a “Party” and collectively, the “Parties") set forth the terms and conditions governing Reseller’s participation as a non-exclusive reseller of Company’s Offerings. Capitalized terms not otherwise defined in the Addendum or in the text shall have the meanings ascribed to them in the Section 13.

This Agreement contains a mandatory individual arbitration, class action waiver and jury trial waiver provision. The provision requires the use of arbitration on an individual basis to resolve disputes, rather than the use of jury trials or class actions. Review the Agreement carefully.

1. Reseller Arrangements. During the Term, Reseller may purchase Offerings for resale as agreed upon in an Order. During the Term, Reseller will market and promote such Offerings to Customers and ensure Company has sufficient access to the Customer System to provide Offerings.

Notwithstanding anything to the contrary in in this Agreement, in no event will Reseller have the right to offer or sell, and agrees not to offer or sell, any Company offering, service or product to any city or county local government entities (whether incorporated or unincorporated) and such entities’ agencies, including municipalities, boroughs, towns, cities, special districts, counties and townships (the “Excluded Customer”) in the United States, Canada, and Australia.

2. Fees; Payments; Taxes

2.1 Fees. Reseller will pay Company all subscriptions, charges, and fees for the purchase of any Offering (“Fees”) in accordance with this Agreement. 

2.2 Payment; Interest. Reseller will pay Company all Fees within thirty (30) days of the date of the invoice. Company may impose interest on any past due amount owed to Company at the lesser of one and one-half percent (1.5%) per month, prorated for any partial months or the highest rate permitted by law. If any amount is past due for more than thirty (30) days, (1) Company may, after providing written notice, suspend access to any Offerings until all past due amounts (including interest) have been paid, and (2) Reseller’s non-payment will be a material breach of this Agreement.

2.3 Taxes. Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature imposed by any regulatory body (“Taxes”). Reseller is responsible for paying all Taxes, excluding only taxes based on Company’s net income. If Company has the legal obligation to pay or collect Taxes for which Reseller is responsible, the appropriate amount shall be invoiced to and paid by Reseller unless Reseller provides Company with a valid tax exemption certificate. In any circumstance in which Company collects Tax amounts that are lower than required, Company retains the right to collect the difference between the amount collected and the tax liability.

3. Company Obligations

3.1 License. Company hereby grants to Reseller during the Term a limited, non-exclusive and revocable right to access the Offerings and Company’s confidential APIs to develop an interface to create operability between Reseller’s products and platforms and the Offerings, subject to the terms of this Agreement. Company reserves the right to put any restrictions upon such access with or without notice. Company may also grant the right for Reseller to use Offerings at no charge for the sole purpose of Reseller providing Customers technical and customer support, provided that Reseller must agree to each applicable Offerings’ Terms of Service, and, notwithstanding anything to the contrary in any Offering’s Terms of Service, Company may terminate such right at any time without notice. Except for any limited license or right expressly granted under this Agreement, nothing in this Agreement grants, whether by implication, waiver, estoppel, or otherwise, any right, title, or interest in or to any Intellectual Property, the Offering or any other rights. 

3.2 Privacy and Security. Company’s DPA is incorporated by reference into this Agreement and applies automatically to the parties where the data privacy laws referenced therein are applicable to the parties. Other personal information that Company collects and processes in connection with the applicable Offerings may be subject to the Privacy Policy.

4. Reseller Obligations

4.1 Offering Knowledge. Reseller shall ensure that its personnel are knowledgeable regarding the proper demonstration, use, and sale of the Offerings as well as the relevant specifications, features and advantages of the Offerings, and that its personnel comply with any quality standards regarding sales, service, and support that Company may make available from time to time.

4.2 User Accounts. Reseller will be responsible for maintaining the security and confidentiality of Reseller User Accounts and only permitting access by Reseller Authorized Users. Reseller will be solely responsible for any and all access and use of the Offerings by Reseller User Accounts. Reseller will promptly notify Company of any known unauthorized use or other security breach of any User Account. Further, Reseller will require Customers to agree to the same responsibilities in this subsection for Customer User Accounts and Customer Authorized Users. 

4.3 Privacy and Security. Reseller shall comply with any applicable privacy and cybersecurity laws, including as set forth in the DPA.

4.4 Other Obligations. Reseller will (a) not make any representations, warranties, guarantees or claims on Company’s behalf or concerning any Offerings except with Company’s written consent, (b) immediately give Company written notice of any Claim relating to Company or the Offering alleging any data security breach or Loss, including if Claim is received from a Customer.

4.5 Terms of Service. Reseller will require Customers to accept the Offering’s Terms of Service prior to resale of any Offering. If Reseller learns of a breach of a Collateral Agreement or the Offering’s Terms of Service, Reseller will take prompt, commercially reasonable corrective action to remedy the breach and notify Company in writing of the breach and corrective action taken. In addition, if Company believes such breach may result in irreparable harm to Company and/or third parties, Company may require Reseller either to (i) use commercially reasonable efforts to promptly obtain equitable relief relating to such breach or (ii) assign Reseller’s rights under Collateral Agreement to Company to permit Company to seek equitable relief. 

4.6 Reseller Conduct. Reseller shall (a) conduct itself in compliance with all applicable laws, rules and regulations, including, but not limited to, those relating to e-mail marketing and “spamming”; (b) not engage in any e-mail, other marketing or promotion, fax, broadcast, telemarketing or any other similar marketing methods with respect to Company, online or offline, without prior written consent; (c) not use any “malware” or “spyware” (including, but not limited to, pop- up banners that hide banners that are displayed on a web site, icons placed beside keywords found in text that if clicked will take the visitor to another web site, or other similar practices or techniques); (d) not make any false, misleading, or disparaging representations or statements, or engage in any other practices, which may affect adversely the credibility or reputation of Company.

5. Marketing Relationship

5.1 Company may make available to Reseller marketing and/or promotional materials (“Marketing Materials”) relating to Company or the Offerings. Company hereby grants Reseller during the Term a limited, non-transferable, nonsublicenseable, non-exclusive and revocable right license to use the Company’s Marks and reproduce and distribute Marketing Materials for marketing and promoting the Offerings and the relationship contemplated by this Agreement. Reseller shall not alter, amend, adapt or translate the Marketing Materials without Company’s prior written consent. Further, each Party may add links to the other Party’s web sites advertising the relationship herein.

5.2 Reseller shall not use any Company Marks (i) as part of Reseller’s corporate or trade name or any domain name, or (ii) in any way that is likely to cause confusion or mistake or is likely to dilute, tarnish or otherwise diminish the Company Marks’ distinctiveness. Reseller will comply with all marking requirements and branding guidelines as provided by Company from time to time. Reseller shall not use, register or attempt to register in any jurisdiction any Mark that is identical to or confusingly similar to any of the Company Marks or that incorporates any of the Company Marks in whole or in confusingly similar part. Reseller shall not (i) challenge, or cause, induce, authorize, or assist any Person to challenge, the validity of the Company Marks or Company’s ownership, use or registration of, or rights in, any of the Company Marks or (ii) take any action in derogation of Company’s rights in the Company Marks.

6. Confidentiality

6.1 Each Party will not disclose the other Party’s Confidential Information except (1) with the other Party’s explicit written consent, (2) as permitted by this Agreement, or (3) as required by applicable law or court or governmental agency order. If either Party is compelled by applicable law or court or governmental agency order to disclose the other Party’s Confidential Information, the disclosing Party, to the extent permitted by such order, will notify and reasonably cooperate with the other Party (at the other Party’s cost) so that it may take efforts to limit such disclosure, including but not limited to seeking injunctive relief and any other remedies available at law or in equity. Further, Each Party will use the other Party’s Confidential Information solely in connection with its performance of this Agreement.

6.2 Each Party will take reasonable measures to preserve confidentiality of the other Party’s Confidential Information that are no less than those employed to protect each Party’s confidential information of like importance. 

6.3 Upon termination of this Agreement, the receiving Party shall promptly destroy or deliver to the disclosing Party all documents, notes, or other embodiments of, reflecting, or derived from Confidential Information (including any copies thereof), provided, however, the receiving Party shall be permitted to retain copies of Confidential Information solely for archival, audit, legal or regulatory purposes so long as such copies remain subject to the obligations and restrictions contained in this Agreement.

7. Term and Termination

7.1 Term. The term of this Agreement will commence on the Effective Date and continue in full force and effect until termination or expiration of all Orders subject to this Agreement (the “Term”). The term of each Order subject to this Agreement will commence on the date the Order is executed and continue in full force and effect according to such Order’s terms (the “Order Term”), provided, however, in the event an Order is silent as to the Order Term, the Order Term shall end on the two-year anniversary date of the Effective Date. In addition, each Order Term will automatically renew for consecutive one-year periods thereafter (each, an “Order Term”) unless either Party provides written notice of termination no later than thirty (30) days prior to the end of the then current Term or the Order explicitly states otherwise. 

7.2 Termination for Cause; Cure. A Party may terminate this Agreement if the other Party (i) commits a material breach of this Agreement and does not cure such breach within thirty (30) days of receipt of written notice from the terminating Party; A Party may terminate an Order if the other Party (i) commits a material breach of the Order and does not cure such breach within thirty (30) days of receipt of written notice from the terminating Party.

7. 3 Termination for Bankruptcy or Insolvency. A Party may immediately terminate this Agreement if the other Party (i) terminates or suspends its business; (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver, or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding that is not rescinded within sixty (60) days.

7.4 Effect of Termination. Upon termination of this Agreement (i) all licenses and rights granted under this Agreement immediately terminate; and (ii) each Party must promptly remove all links to one another's web sites and cease using all Marketing Materials, Marks, Confidential Information, Intellectual Property of the other Party.

7.5 Right to Terminate, Change, or Discontinue Support. Notwithstanding anything to the contrary in this Agreement, Company may terminate, change, or discontinue support for any Offering, provided that if such action impacts the terms of any Offering previously resold to a Customer, Company will in its sole discretion either continue to provide such Offering in such a manner as to comply with such terms until expired (without any renewals or extensions) or provide a substantially similar Offering at no additional cost. Company may reject Reseller’s resale of an Offering to a Customer without any liability to Reseller.

7.6 Survival.  The following terms will survive termination: Section 2, Subsection 3.2, Subsections 4.2-4.5, Subsection 5.2, Section 6, Subsections 7.4 and 7.6, Section 8, Subsection 9.4, Sections 10-12, and the terms of any Addenda or Order governed by this Agreement to the extent provided in such agreements or covering similar subject matter to other surviving terms.

8. Non-Solicitation. During the Term, and for a period of one (1) year following the expiration of the Term, the Parties will not directly or indirectly solicit for employment or hire the employees of the other Party without the other Party’s prior written consent. The foregoing prohibition will not preclude the solicitation or hiring by either Party of any individual who responds to a general solicitation or advertisement.

9. Representations & Warranties; Disclaimers

9.1 Each Party represents that (i) this Agreement has been duly and validly executed and delivered by such Party and constitutes a legal and binding obligation, enforceable against such Party in accordance with its terms and (ii) its acceptance of, and performance under, this Agreement will not breach any agreement with any third-party or any obligation owed by it to any third party. Company represents and warrants that it owns or has sufficient rights to the Offerings in order to grant the licenses and other rights contemplated by this Agreement.

9.2 Marketing Materials are made available to Reseller on an AS IS and AS AVAILABLE basis, WITH ALL FAULTS and WITHOUT WARRANTY from anyone of any kind, and nothing contained in any Company Marketing Materials or any documentation shall in any way be deemed a representation or warranty of Company.

9.3 In the event the Offerings are not performed in accordance with the terms of the applicable Addendum or a service level agreement (if any), Reseller shall notify Company in writing promptly (but in no event later than thirty (30) days) after such non-performance and specify the basis for such non-compliance. In such event, at Company’s sole option, Company will either (i) re-perform the Offerings at no additional charge to Reseller, or (ii) refund to reseller the applicable Fees for the affected Offerings.

9.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER OR ANY OFFERINGS, AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. EACH PARTY UNDERSTANDS AND ACKNOWLEDGES THAT THE OFFERINGS MAY NOT SATISFY THE REQUIREMENTS OF IT OR ANY THIRD PARTY. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY THAT ANY ASPECT OF ITS PERFORMANCE HEREUNDER, OR THE OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

10. Limitations of Liability/Disclaimers; Limited Remedies. NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, SOFTWARE, SERVICES OR OFFERINGS, OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE (OTHER THAN AMOUNTS OWED TO EACH OTHER), PROFITS, OR DATA) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. EXCEPT FOR FAILURE TO PAY ANY AMOUNTS DUE, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO COMPANY BY RESELLER  DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

11. Indemnification

11.1 Each Party agrees to indemnify, defend and hold harmless the other Party and its directors, officers, employees and agents from and against any and all claims, lawsuits, demands, damages, liabilities and expenses (including reasonable attorneys’ fees) or other losses (collectively, “Losses”) of any kind or nature whatsoever arising out of: (i) any breach of any representation or warranty or covenant made in this Agreement; (ii) willful acts or omissions of the indemnifying Party or (iii) any infringement or misappropriation under United States law of such Party’s services, products, software, activities or websites (an “Infringement Trigger”) of any Intellectual Property (an “Intellectual Property Infringement Claim”).

11.2 Each Party agrees that if it receives an, or becomes aware of a potential, Intellectual Property Infringement Claim, the non-infringing Party will permit the potentially infringing Party to either timely procure the right for the non-infringing Party to continue to use the Offering(s) affected by the Infringement Trigger or to replace or modify the Offering(s) affected by the  Infringement Trigger to become non-infringing, provided such replacement or modification shall not substantially impair the value of such Infringement Trigger. If the potentially infringing Party is unable to procure the above referenced rights, or modify or replace the Offering(s) affected by the Infringement Trigger, the potentially Infringing Party may immediately terminate the non-Infringing Party’s license to use the Offering(s) affected by the Infringement Trigger.

11.3 With respect to any indemnified matter, each Party agrees to give the other Party prompt written notice of a claim or the commencement of the related action, and information and reasonable assistance, at the indemnitor expense, for the defense or settlement thereof. The indemnitor shall have sole control of the defense and settlement of such claim or related action, provided that the indemnitor shall not settle such claim or related action in a manner which imposes any obligation on the indemnitee without the prior written consent of the indemnitee. The indemnitee shall be entitled to engage counsel at its sole expense to consult with the indemnitor with respect to the defense of the claim and related action.

12. Miscellaneous

12.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. This Agreement does not grant either Party any right, power or authority to enter into any agreement for, or on behalf of, the other Party.

12.2 Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the Party to whom addressed. All notices shall be sent to the applicable address specified within Reseller’s User Account or to such other address as the Parties may designate in writing. Any notice of breach hereunder shall clearly define the breach including the specific contractual obligation that has been breached.

12.3 Publicity. Reseller consents to Company’s use of Reseller’s name, logo, and Marks for marketing and promoting the relationship contemplated by this Agreement, including in press releases and other public statements.

12.4 Electronic Signature. Each Party agrees that clicking “accept”, “I agree” or words to that effect or their electronic signatures authenticates the terms and conditions of the underlying agreement or document and have the same force and effect as manual signatures by an authorized representative. To the extent the natural person is clicking “accept”, “I agree” or words to that effect or their electronic signatures is doing so on behalf of Reseller, such natural person is representing that he or she has the full power and authority to bind Reseller.

12.5 Currency; Days. Unless otherwise specified in Order, all references to currency, monetary values and dollars set forth herein means United States (U.S.) dollars and all payments hereunder shall be made in United States dollars. All references to days means calendar days.

12.6 Entire Agreement; Severability; Amendment; Survivability. Unless otherwise expressly provided in another written agreement between the Parties, this Agreement is the entire agreement between the Parties on subject matter hereof. In the event of conflicting terms and conditions, the terms and conditions of any Addendum except shall control. Each provision of this Agreement is a separately enforceable provision. If any provision is determined to be unenforceable, such provision will be reformed to the minimum extent necessary for this Agreement to remain in effect as modified by such reformation. Any amendment must be in writing, signed, and agreed to by the Parties. 

12.7 Governing Law; Jurisdiction. This Agreement will be governed by and construed under Arizona law without giving effect to conflicts of laws rules or principles, and any action (including by arbitration, if applicable) relating to this Agreement will be brought exclusively in Maricopa County, Arizona. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. 

12.8 Arbitration Agreement with Class Waiver. Company and Reseller agree that any Claim between us shall be exclusively resolved by binding arbitration on an individual basis rather than in court (the “Arbitration Agreement”). Each Party agrees that it will assert Claims in arbitration only in its individual capacity, and not as a representative or member of any purported class. Each agrees that it will not participate in any class, mass, collective, consolidated, private attorney general or other representative arbitration proceeding. Each agrees that the arbitrator has no authority to arbitrate Claims on a class-wide basis and shall not consolidate, combine, or jointly arbitrate Claims of more than one person in a single arbitration. The arbitration shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its rules. The number of arbitrators shall be one (1). The Parties shall endeavor to agree upon the sole arbitrator and jointly nominate the arbitrator. If the Parties cannot agree upon the sole arbitrator within a time prescribed by AAA, the Parties shall request the AAA to propose five (5) arbitrators and each Party shall rank the proposed arbitrators. The AAA shall appoint an arbitrator from the list of five (5), based upon the Parties’' rankings. The seat, or legal place of arbitration shall be Tucson, Arizona, United States. Notwithstanding the foregoing, either Party has the right to pursue equitable or injunctive relief in the state and federal courts located in Arizona, and each Party agrees to the exclusive jurisdiction and venue of such courts.

12.9 Export Requirements. Offerings may use software and technology that may be subject to the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 (“EAR”) and applicable export controls of other countries (collectively, “Export Controls”). Reseller will not disclose the Offerings or transfer, export, or re-export, directly or indirectly, any of the Offerings’ underlying software or technology in violation of any Export Controls. 

12.10 Anti-Corruption; OFAC. Reseller will comply with all applicable importation, distribution, sales and marketing laws, all United States economic sanction laws, the U.S. Foreign Corrupt Practices Act (“FCPA”) and all local anti-corruption, anti-bribery laws and regulations (collectively “Anti-Corruption Laws”). Without limiting the foregoing, Reseller (i) in the performance of this Agreement will not, directly or indirectly, offer, promise or pay any money, gift or other thing of value to any person for the purpose of influencing official governmental actions or decisions in obtaining or retaining business and (ii) represents and warrants that Reseller has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of Company in connection with the performance of this Agreement. Reseller will promptly notify Company if Reseller learns of any violation of this subsection. Reseller represents and warrants to Company that none of (a) any Customer, (b) each Person owning an interest in any of its Customers or Reseller nor (c) any of their respective personnel are (x) currently identified on the Designated Nationals List maintained by OFAC nor on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and (y) a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. Violation of this subsection will be a material breach of this Agreement.

12.11 Waiver. No provision of this Agreement will be considered waived by either Party and no breach excused by either Party, unless explicitly agreed in writing by the Parties. 

12.12 Assignment; Subcontracting. Reseller will not assign, delegate, sublicense, or otherwise transfer any of Reseller’s rights, licenses, obligations, or performance under this Agreement, without the prior written consent of Company, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported assignment, delegation, sublicense, or transfer in violation of this subsection is void. Subject to the foregoing, this Agreement is binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Company may fully assign and/or subcontract its rights or obligations under this Agreement provided that, with respect to subcontracting only, Company will remain responsible for work performed by such subcontractors.

12.13 Future Functionality. Any rights hereunder are non-exclusive, and (ii) no purchase of an Offering is contingent on the delivery of any future functionality or features nor dependent on any oral or written statements made by Company regarding any future functionality or features.

12.14 Costs and Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment. 

12.15 Force Majeure. Except for payment obligations, neither Party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities; Internet service provider failures or delays, or denial of service attacks; epidemics or pandemics; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such Party of the Agreement); or any other event beyond the reasonable control of the Party whose performance is to be excused.

13. Definitions

“Addendum” means any amendment or addendum to the Agreement that references this Agreement (including references to these terms by a different name), including the DPA, or any Order.

“Authorized User” means an employee, consultant, contractor or agent with authorized access to a User Account.

“Authorized Domain” means a Uniform Resource Locator, or URL, that is authorized to use an Offering pursuant to an Order or a subscription resold by Reseller as authorized by an Order.

“Claim” is any dispute, claim, case or controversy (whether based in tort, contract, statute, regulation, ordinance, equity or any other legal theory). 

“Collateral Agreement” means any agreement (including any order or statement of work) between Reseller and Customer relating to any Offering.

“Confidential Information” means any technical, product, source code, business, financial and other information provided by the disclosing Party whether or not labeled as confidential. “Confidential Information” shall not include Personal Data (as such term is defined in the DPA) and information that: (i) is, or at any time becomes, a part of the public domain through no act or omission of the receiving Party; (ii) is independently discovered or developed by the receiving Party without use of Confidential Information; (iii) is rightfully obtained by the receiving Party from a third party without any obligation of confidentiality; or (iv) is already known by the receiving Party without any obligation of confidentiality prior to obtaining Confidential Information from the disclosing Party.

“Customer” means a Person with whom Reseller enters into a Collateral Agreement or who otherwise uses an Offering.

“Customer System” means a website controlled or owned by Customer.

“Customer User Accounts” means the User Accounts Company issues to Customers, according to the Offering, for each of Customer’s Authorized Users.

“DPA” means Company’s Data Processing Addendum located at http://www.itsspringtime.com/dpa/.

“Effective Date” means the first date upon which an Offering is delivered or as otherwise set forth in an Order.

“Intellectual Property” means any patent, Mark, copyright or trade secret.

“Marks” means any trademark, service mark, service name, brand name, brand mark, trade name, trade dress, logo, or other indicator of source, affiliation or sponsorship, whether registered or unregistered.

“Offering” means any software, service, or “software as a service” product offered, licensed, or sold by Company and as further described in an Addendum.

“Order” means a statement of work, SoW or purchase order relating to an Offering or an addendum that contains additional terms.

“Person” means a natural person, partnership, association, corporation, trust or any other entity.

“Privacy Policy” means Company’s Privacy Policy located at http://www.itsspringtime.com/privacy-policy/.

“Reseller Data” means any data (other than Personal Data) provided by Reseller to Company.

“Terms of Service” means the terms of service that all end-users of the Offerings (including Customers and resellers) must agree to, located at http://www.itsspringtime.com/terms-of-service/.

“User Account” means an account with certain administrative rights relating to an Offering.

“Reseller User Accounts” means the User Accounts Company issues to Reseller, according to the Offering, for each of Reseller’s Authorized Users.