Master Subscription Agreement

Violet Technology, Inc. Master Subscription Agreement

1. VioletES Service and Service Levels.

Violet Technology, Inc. agrees to provide the VioletES service, commencing on or about the Effective Date, for Customer. Violet Technology agrees to provide the VioletES service according to the service level standards set forth in the Service Level Agreement.

2. Software.

Subject to the terms and conditions of this Agreement, Violet Technology grants to Customer, for use solely by Customer and only for the specific number of Users set forth in the Order Form, a non-exclusive, non-transferable license to access and use the Software via the Internet solely for Customer’s own internal business purposes. Users will access the Software by means of a Customer Account and Passwords provided by Violet Technology. The Software will be made available to Customer on-line at www.violettechnology.com (or such other URL as Violet Technology may designate in writing from time to time), from Violet Technology’s site or a third party hosting facility or other site where the Systems are located.

3. Passwords.

Violet Technology will issue to Customer, or will authorize Customer to issue, a Password for each User authorized to access the Software using a Customer Account. Customer is solely responsible for the confidentiality and use of its Passwords and the Customer Account and all charges incurred from use of the Software accessed with the Passwords. In no event will Violet Technology be liable for any loss of Customer Data or other claims to the extent the same arose from unauthorized access to the Customer Account by obtaining a Password caused by a negligent or an intentional act or omission of Customer.

4. Customer Responsibilities.

Customer’s Conduct. Customer will not, directly or indirectly, to do any of the following acts: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code form of the Software; (ii) modify, translate, or create derivative works based on the Software; (iii) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit Software or make the Software available to a third party other than as contemplated in this Agreement; (iv) use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) publish or disclose to third parties any evaluation of the Software or VioletES service without Violet Technology’s prior written consent; (vi) create any link to the Software or frame or mirror any content contained or accessible from, the Software; (vii) violate any acceptable use policy required by Violet Technology’s Internet service providers or third party hosting facilities; (viii) obfuscate, remove or alter any of the logos, trademarks, internet links, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or the related documentation; (ix) violate any local, state, federal or foreign law, treaty, regulation or convention applicable to Customer in connection with its Users’ use of the Software; (x) wilfully tamper with the security of the any of the Systems or tamper with other customer accounts of Violet Technology, (xi) access data on the System not intended for Customer, (xii) log into a server or account on the System that Customer is not authorized to access, (xiii) attempt to probe, scan or test the vulnerability of any Systems or to breach the security or authentication measures without proper authorization; or (xiv) wilfully render any part of the Systems unusable.

Customer Communications and Content. Customer agrees that it is solely responsible for the content of all communications it makes while using Customer’s Account. Customer agrees that Users will not use the Software to communicate any message or material that (i) is libelous, harmful to minors, obscene or pornographic; (ii) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation. Customer is solely responsible for the collection, accuracy, currency, quality, legality, completeness and use of Customer Data that is stored on the System, disclosed to or used by Customer, Users or other authorized service providers in connection with the Software.

5. Confidentiality.

Each party acknowledges that, in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party. Violet Technology’s Confidential Information includes, without limitation, the Software, any documentation relating to the Software, the Systems, and any other information (if such other information is identified as confidential or should be recognized as confidential under the circumstances) provided to Customer by Violet Technology hereunder. The Receiving Party will, both during and after the term of this Agreement, keep in confidence all of the Disclosing Party’s Confidential Information received by it. The Receiving Party will not use the Confidential Information of the Disclosing Party other than as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will take all reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party’s Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons. The Receiving Party will not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with the Receiving Party under terms sufficient to enable the Disclosing Party to comply with its confidentiality obligations under this Agreement. The Receiving Party will immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party’s Confidential Information. The Receiving Party’s confidentiality obligations will not apply to Confidential Information that that Receiving Party can show: (a) is already known to the Receiving Party at the time of disclosure by the Disclosing Party, which knowledge the Receiving Party will have the burden of proving; (b) is or, through no act or failure to act of the Receiving Party becomes, publicly known; (c) is received by the Receiving Party from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without reference to, or use of, the Confidential Information of the Disclosing Party, which independent development the Receiving Party will have the burden of proving; or (e) is approved for release by written authorization of the Disclosing Party. A disclosure of Confidential Information (a) in response to a valid order by a court or other governmental body, or (b) otherwise required by law, will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the party disclosing such information will provide prompt written notice thereof to the other party to enable it to seek a protective order or otherwise prevent such disclosure.

6. Privacy.

Customer acknowledges that the Customer Data provided by Customer to Violet Technology in connection with the VioletES service may contain personally identifiable information. Violet Technology agrees to handle of all personally identifiable information contained in the Customer Data in accordance with Violet Technology’s then-current privacy policy available at: violettechnology.com/terms-of-use/, which may be revised and updated from time to time. When Customer contacts other members who subscribe to the VioletES service and voluntarily provides personally identifiable information or otherwise or authorizes other members to access Customer’s personally identifiable information, Violet Technology cannot control how others may use the information that Customer provides. Violet Technology recommends that Customer always uses caution when providing Customer’s personal information to others.

7. Fees; Payment Terms and Billing.

Fees and Payment Terms. Customer will pay to Violet Technology the fees specified on the Order Form (collectively, “Fees”). Monthly Fees will be pro-rated for any partial months. Customer shall pay all Fees in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made in advance unless otherwise set forth in an Order Form. All payment obligations are non-cancelable and all amounts paid are non-refundable. All fees are payable in U.S. dollars.

The monthly fee for the VioletES service contemplates organic growth (i.e., growth via direct hiring) in the number of Customer employees, contractors and/or agents during the Initial Term. Should the number of Customer employees, contractors and/or agents grow through acquisition or merger by more than 25% during the Initial Term, pricing will be adjusted according to the price list in effect at the time.

For each Renewal Term, the monthly VioletES service fee will be as per Violet Technology’s then-current rates. Violet Technology shall give the Customer at least thirty (30) days’ written notice prior to increasing the monthly VioletES service fee. No fee increase shall be effective unless Violet Technology gives such prior written notice.

Billing Method.

If Customer is invoiced, Fees will be invoiced monthly. Invoices are due and payable within thirty (5) days from the date of invoice. Any payment not received from Customer by the due date will accrue at the lower of one-and-one-half percent (1.5%) per month and the maximum rate permitted by law, from the date the payment is due until the date paid.

If Fees are automatically charged to a Customer Account, Customer must provide Violet Technology with valid credit card or approved purchase order information as a condition to signing up for the VioletES service. Violet Technology charges and collects in advance for use of the VioletES service and Software. Violet Technology will automatically renew and bill Customer’s credit card or issue an invoice to Customer each month or as otherwise mutually agreed upon and set forth in the Order Form.

Customer agrees to provide Violet Technology with complete and accurate billing and contact information. This information includes Customer’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. Customer agrees to update this information within 30 days of any change to such information. If the contact information Customer has provided is false or fraudulent, Violet Technology reserves the right to terminate the Customer’s access to the VioletES service in addition to any other legal remedies.

Taxes. Customer is responsible for all sales, use, value added or other taxes of any kind, other than taxes based on Violet Technology’s net income. If Violet Technology pays such taxes on Customer’s behalf, Customer agrees to reimburse Violet Technology for any payment within thirty (5) days of request.

Expenses. Customer is responsible for all its Internet connection charges, calling activities and phone bills related to its use of the Software.

8. Ownership.

Ownership of Customer Data; Limited License to Violet Technology. Customer retains all right, title and interest, including all Intellectual Property Rights, in and to all Customer Data. Customer hereby grants to Violet Technology a limited, royalty-free and non-exclusive license, with the right to sublicense to Violet Technology’s third party contractors and service providers who are performing services for Violet Technology hereunder and have a need to access and use such Customer Data, to use, reproduce, display, perform and transmit Customer Data in connection with providing the VioletES service and Support to Customer.

Ownership of Software and Systems. Violet Technology retains all right, title and interest, including all Intellectual Property Rights, in and to all Software (including, without limitation, all modifications, changes, enhancements, or additions thereto) and the Systems.

9. Term and Termination.

Term. This Agreement will commence on the Effective Date and remain in effect for one (1) year, unless terminated sooner as provided herein (“Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless either party has given written notice of its intent not to renew this Agreement at least thirty (30) days prior to the end of the then-current term. The Initial Term and all Renewal Terms, if any, are collectively referred to as the “Term.”

Termination for Cause. Violet Technology may terminate this Agreement without notice if Customer fails to comply with any term of this Agreement, including any breach of Customer’s payment obligations or unauthorized use of the Software. Violet Technology has no obligation to retain the Customer Data, and may delete the Customer Data, if the Customer fails to comply with any term of this Agreement, including, but not limited to, failure to pay outstanding fees.

Events on Termination. Upon termination of this Agreement: (a) each party will promptly return all Confidential Information of the other party in its possession, custody or control to the other party, (b) Customer will pay in full all Fees then due, and (c) Violet Technology will make available a copy of the Customer Data available to Customer in a manner and form determined by Violet Technology for a period of up to thirty (30) days after the effective date of termination of this Agreement. After that time, Violet Technology may destroy the Customer Data.

Survival. The definitions and the rights, duties and obligations of the parties that by their nature continue and survive will survive any termination of this Agreement.

10. Non-Payment and Suspension. In addition to any other rights granted to Violet Technology herein, Violet Technology reserves the right to suspend or terminate this Agreement and Customer’s access to the Hosting Service if Customer’s account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for the VioletES service during any period of suspension. If Customer or Violet Technology initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer’s account computed in accordance with the Fees; Payment Terms and Billing section above. Customer agrees that Violet Technology may charge such unpaid fees to the Customer’s credit card or otherwise bill the Customer for such unpaid fees.

Violet Technology reserves the right to impose a reconnection fee in the event the Customer is suspended and thereafter request access to the VioletES service. Customer agrees and acknowledges that Violet Technology has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if the Customer’s account is 30 days or more delinquent.

11. Access. Violet Technology has the right to access the Customer Account from time to time for any valid reason, including for purposes of providing Support Customer Account administration, invoicing Fees and inspecting Customer’s utilization of the Software and confirming Customer’s compliance with the provisions of this Agreement.

12. Limited Warranties.

Customer Warranties. Customer hereby represents and warrants to Violet Technology that: (a) Customer has all right, power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and (b) this Agreement has been duly authorized, executed and delivered by Customer, constitutes the legal, valid and binding obligation of Customer and is enforceable against Customer in accordance with its terms.

Functionality Warranty. Violet Technology warrants to Customer that the Software will operate in substantial conformity with the Software’s applicable published user documentation. For any breach of this warranty, Customer’s sole and exclusive remedy and Violet Technology’s sole and excusive liability, will be for Violet Technology to use commercially reasonable efforts to promptly correct any reported failure in the Software causing a breach of this warranty. Violet Technology warrants to Customer that it will provide the VioletES service in conformance with the Service Level Agreement. The sole remedy for any breach of the Service Level Agreement is as set forth therein.

Warranty Disclaimer: THE VIOLETES SERVICE AND SOFTWARE IS PROVIDED TO THE CUSTOMER STRICTLY ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY WARRANTED IN THIS SECTION 12, VIOLET TECHNOLOGY MAKES NO WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, PARTICULAR AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS UNDER THE UNIFORM COMMERCIAL CODE. VIOLET TECHNOLOGY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE VIOLETES SERVICE, SOFTWARE OR ANY RELATED DOCUMENTATION. VIOLET TECHNOLOGY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE OR PROVISION OF THE VIOLETES SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER, VIOLET TECHNOLOGY DOES NOT WARRANT THAT THE SOFTWARE WILL APPEAR PRECISELY AS DESCRIBED IN THE DOCUMENTATION OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED OR THE VIOLETES SERVICE OR THE SERVER(S) THAT MAKE THE VIOLETES SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13. Internet Delays. VIOLET TECHNOLOGY’S VIOLETES SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VIOLET TECHNOLOGY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

14. Waiver of Consequential Damages. IN NO EVENT WILL VIOLET TECHNOLOGY AND ITS LICENSORS BE LIABLE, UNDER ANY THEORY, WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT VIOLET TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

15. Limitation of Liability. VIOLET TECHNOLOGY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO VIOLET TECHNOLOGY BY CUSTOMER HEREUNDER IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to the Customer.

16. Indemnification.

Customer Indemnification. Customer agrees to defend, indemnify and hold harmless Violet Technology and its officers, directors, employees and agents from and against all third party Claims that (i) Customer Data infringes, misappropriates or violates any third party’s Intellectual Property Rights or (ii) directly arise out of any violation of the terms of Section 5.

Violet Technology Indemnification. Violet Technology agrees to defend, indemnify and hold harmless Customer and its officers, directors, employees and agents arising from and against all third party Claims that the Software infringes, misappropriates or violates any third party’s Intellectual Property Rights. Notwithstanding the foregoing, if Violet Technology reasonably believes that use of any portion of the Software is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party’s Intellectual Property Rights, then Violet Technology may, at its sole option and expense: (i) procure for Customer the right to continue using the such Software, or any portion thereof; (ii) replace the infringing Software, or any portion thereof, with other software of equivalent functionality that is not subject to an action described in this section; or (iii) modify the applicable Software so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities of the Software. Violet Technology will have no liability for any Claim of infringement to the extent such Claim is based upon the combination, operation or use of the Software with other equipment, software, apparatus, devices or things not developed by Violet Technology or in a manner not consistent with Violet Technology’s specifications and written instructions or this Agreement. THIS SECTION STATES THE ENTIRE LIABILITY OF VIOLET TECHNOLOGY FOR ANY TYPE OF INFRINGEMENT OR BREACH WHATSOEVER OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES RESULTING FROM OR RELATING TO THE PROVISION BY VIOLET TECHNOLOGY OF THE SOFTWARE, SYSTEMS, VIOLETES SERVICE AND/OR SUPPORT.

Indemnification Procedures. As a condition to being indemnified under this Section 16, an indemnified party shall: (i) promptly notify the indemnifying party of the action, suit or proceeding; (ii) allow the indemnifying party sole control of the defense and settlement of the suit, action or proceeding; and (iii) provide the indemnifying party with assistance, at the indemnified party’s expense, in connection with the indemnifying party’s defense and settlement of the action, suit or proceeding.

17. General Provisions.

Local Laws; Export Control. Violet Technology controls and operates the Violet Technology.com website and provides the VioletES service from the United States of America and the services, software and technology provided on this website may not be appropriate or available for use in other locations. If Customer uses Violet Technology’s website outside the United States of America, the Customer is responsible for following applicable local laws, rules and regulations, including, without limitation, export and import regulations of other countries.

Relationship of Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. Neither party will have, and will not represent that it has, any power, right or authority to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party or in the other party’s name.

Assignment. Customer may not transfer this Agreement or assign any rights under this Agreement without the prior written approval of Violet Technology. Violet Technology may transfer or assign this Agreement without Customer’s consent to (i) a parent or subsidiary, (ii) an acquirer of all of Customer’s assets, or (iii) a successor by merger. Customer shall not delegate any performance under this Agreement. Any assignment or delegation in violation of this section is void. Any actual or proposed change in control of Customer that results or would result in a direct competitor of Violet Technology directly or indirectly owning or controlling 50% or more of Customer shall entitle Violet Technology to terminate this Agreement for cause immediately upon written notice.

Notice. Violet Technology may give notice by means of electronic mail to the Customer’s e-mail address on record in Violet Technology’s account information, or by written communication sent by first class mail or pre-paid post to the Customer’s address on record in Violet Technology’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). The Customer may give notice to Violet Technology (such notice shall be deemed given when received by Violet Technology) at any time by any of the following: letter sent by confirmed facsimile to Violet Technology at the following fax numbers (whichever is appropriate): (650) 648-0509; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Violet Technology at the following addresses: Violet Technology, Inc., 270 East Lane, Suite 3, Burlingame, CA 94010.

Governing Law and Jurisdiction. This Agreement is governed by and construed under the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. This Agreement will be deemed to have been made and entered into in San Francisco, California. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California, San Francisco Branch and the Superior and Municipal Courts of the State of California, County of San Francisco, in any litigation arising out of or in connection with the Agreement. Notwithstanding the foregoing, Violet Technology will have the right to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world.

Waiver and Amendment. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. This Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed by both parties.

Force Majeure. Violet Technology will not be liable for any failure or delay in performance under this Agreement which might be due in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause of, any nature beyond the reasonable control of Violet Technology. Such causes include, without in any way limiting the generality of the foregoing, fire, explosion, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, power outage, strike, lockout, unavailability of components, activities of a combination of workmen or other labor difficulties, war, act of terrorism, insurrection, riot, act of God or the public enemy, law, act, order, export control regulation, 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 this Agreement).

Non-Exclusive Relationship. This Agreement is non-exclusive. Each party is free to enter into other similar agreements or arrangements with other third parties.

Entire Agreement. This Agreement, and the documents referenced therein, constitutes the entire agreement between the parties and supersedes all previous and contemporaneous agreements, understandings and arrangements with respect to the subject matter hereof, whether oral or written

Marketing. Customer agrees that Violet Technology may use Customer’s name and logo to identify Customer as a customer of Violet Technology on Violet Technology’s website, and as a part of a general list of Violet Technology customers included in Violet Technology corporate, promotional and marketing literature.

Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, and all other provisions of this Agreement will remain in full force and effect.

18. Definitions.

As used in this Agreement and in any Order Form now or hereafter associated herewith: “Agreement” means these online terms and conditions, any Order Forms, whether written or submitted online, and any materials available on the Violet Technology.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated from time to time in Violet Technology’s sole discretion; “Claim” means all losses, liabilities, damages, claims, suits, actions and proceedings, and all related costs and expenses incurred by a party hereto as the direct result thereof, including, without limitation, reasonable attorneys’ fees and costs of investigation, litigation, settlement, judgment, interest and penalties; “Confidential Information” means non-public information of either party that is disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to this Agreement that the Receiving Party knows or reasonably should know is confidential to the Disclosing Party. The Disclosing Party will use reasonable efforts to either indicate that such information is confidential at the time of disclosure or mark such information “Confidential,” “Proprietary” or with a similar designation. Confidential Information also includes all summaries or abstracts of Confidential Information. The terms of this Agreement shall be the Confidential Information of both parties; “Customer” means the specific entity identified as “Customer” on the Order Form. Customer may be identified as “You” or “Your” in this Agreement; “Customer Account” means the specific customer account used to access the Software designated by Violet Technology to Customer; “Customer Data” means any data, information and other materials generated by the Users’ use of Software and that is stored by Violet Technology under this Agreement as part of the VioletES service; “Effective Date” means the earlier of either the date this Agreement is accepted by signing the Order Form or the date Customer begins using the VioletES service; “VioletES service” means the application service provider VioletES service to be provided by Violet Technology to Customer pursuant to this Agreement for the Software, as further described herein; “Intellectual Property Rights” mean copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country or jurisdiction; “Violet Technology” means Violet Technology, Inc.; “Password” means the specific password issued by Violet Technology to Customer, or that Violet Technology has authorized Customer to issue to each User, used to access the Software using a Customer Account; “Order Form” means the form evidencing the initial subscription for the VioletES service and/or Software and any subsequent order forms submitted online or in written form, which each such Order Form is hereby incorporated by reference and made part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any Order Form, the terms of this Agreement shall prevail); “Service Level Agreement” means Violet Technology’s standard service level agreement for the VioletES service, as modified from time to time in Violet Technology’s sole discretion, the terms and conditions of which can be found at the following URL: www.violetenterprise.com/service-level-agreement/; “Software” means the Violet Technology proprietary software, in object code form only, identified or described on the Order Form; “Support” means the Violet Technology’s standard maintenance and technical support services for the Software and System, as modified from time to time in Violet Technology’s sole discretion, the terms and conditions of which can be found at the following URL: www.violetenterprise.com/service-level-agreement/; “System” means the computer hardware and software (including, without limitation, the Software and other software services, software interfaces, operating system and databases), data storage and all other resources (including, without limitation, telecommunications equipment) used by Violet Technology to make Software and Customer Data available to, and usable by, Customer via the Internet; “Users” means Customer’s employees, contractors and agents authorized to use the Software.

© Violet Technology. All rights reserved.

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