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Standard Terms and Conditions
<br />Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
<br />1.1. "Affiliate" means.any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled
<br />by, or is under common control with, such Entity.
<br />1.2. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by
<br />Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been
<br />purchased.
<br />1.3. "Baseline Solution" means the version of a Solution updated from time to time pursuant to CentralSquare's warranty
<br />services and maintenance, but without any other modification.
<br />1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to
<br />deliver the Solutions, including all computers, software, hardware, databases, electronic systems (including database
<br />management systems), and networks, whether operated directly by CentralSquare or through the use of third -party
<br />services.
<br />1.5. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise
<br />received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided
<br />the data is not personally identifiable and not identifiable to Customer.
<br />1.6. TustomerSystems" means the Customer's information technology infrastructure, including computers, software,
<br />hardware, databases, electronic systems (including database management systems), and networks, whether operated
<br />by Customer or through the third -party services.
<br />1.7. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which Customer has
<br />given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on. a computer
<br />configuration that is both comparable to the Customer Systems and that is under Centralsqu*p trot. Further, with
<br />regard to any custom modification, Defect means a material deviation between the, c �s,�,r,q miidifigp6il�_and the
<br />CentralSquare generated specification and Documentation for such custom modificattiin, and for which Defect
<br />Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a
<br />computer configuration that is both comparable to the Customer Systems and that is under CentralSquare's control.
<br />1.8. "Delivery" means:
<br />1.8.1. For on -premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the
<br />Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by
<br />posting it on CentralSquare's network for downloading, or similar suitable electronic file transfer method, or (b)
<br />physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery
<br />of managed services server. Physical shipment is on FOB - CentralSquare's shipping point, and electronic
<br />delivery is at the time CentralSquare provides Customer with access to download the Solutions.
<br />1.8.2. For cloud -based Solutions Delivery shall be whichever the following applies and occurs first when Authorized
<br />Users have (a) received log -in access to the Solution or any module of the Solution or (b) received access to
<br />the Solution via a URL.
<br />1.9. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or
<br />makes available to Customer in any form or medium and which describe the functionality, components, features, or
<br />requirements of the Solution(s), including any aspect of its installation, configuration, integration, operation, use,
<br />support, or maintenance.
<br />1.10. "End User Training" means the process of educating general users of the Software on the operation of the Software.
<br />1.11. "Entity" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority,
<br />unincorporated organization, trust, association, or other organization.
<br />1.12. "Hardware" means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible
<br />assets purchased under this Agreement.
<br />1,13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise
<br />now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or
<br />other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
<br />1.14. "Managed Services Hardware" means any equipment, computer systems, servers, peripherals, and any other tangible
<br />asset purchased as a subscription under this Agreement.
<br />1.15. "Maintenance" means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare
<br />Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the
<br />hours and details of which are described in Exhibit 2 (Maintenance and Support) or Exhibit 8 (Managed Services
<br />Provisions).
<br />MORE INFORMATION AT CENTRALSQUARE.COM
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