1. Acceptance of Agreements
"Acceptable Service Level” has the meaning set forth in Section 5.1.
“Access Credentials” means any username, identification number, password, license, or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
“Action” has the meaning set forth in Section 13.1.
“Administrator” refers to the Authorized User(s) that You grant or otherwise designate to have administrative permission for the management of Authorized Users and Your account for the Services.
“Authorized User” means a Person that You or an Administrator authorize to access and use the Services on Your behalf. The maximum number of Authorized Users permitted to access the Services, at any given time, may be set forth on a Sales Order.
“Capability” and “Capabilities” have the meaning set forth in Section 3.4.
“CCPA” has the meaning set forth in Section 9.4.
“CCPA Personal Information” has the meaning set forth in Section 9.4.
“Confidential Information” has the meaning set forth in Section 10.1.
“Core Services” refers to the primary Services, excluding Integrated Services or other optional add-ons. The Core Services are commonly referred to as Beyond SaaS, Beyond.NET, and Sting.
“Customer” has the meaning in Section 1.
“Daily Uptime Percentage” has the meaning set forth in Section 5.2.
“DAKCS” means DAKCS Software Systems, Inc., a Utah corporation, whose principal office is located at 529 25th St. Suite 200, Ogden, Utah 84401.
“DAKCS Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by DAKCS or its designee to disable Your access, or access by any of Your Authorized Users, to, or use of, the Services automatically, with the passage of time, or under the positive control of DAKCS or its designee.
“DAKCS Indemnitee” has the meaning set forth in Section 13.2.
“DAKCS Materials” means the Service Software, Specifications, Documentation, and DAKCS Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by DAKCS or any Subcontractor in connection with the Services or that otherwise comprise or relate to the Services or DAKCS Systems. For the avoidance of doubt, DAKCS Materials include Resultant Data and any information, data, or other content derived from DAKCS’s monitoring of Your access to or use of the Services, but do not include Your Data.
“DAKCS Personnel” means all Persons involved in the performance of Services as employees, agents, or independent contractors of Us or any Subcontractor.
“DAKCS Systems” means the information technology infrastructure used by or on behalf of Us in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Us or through the use of third-party services.
“Data License” has the meaning set forth in Section 9.3.
“Disclosing Party” has the meaning set forth in Section 10.1.
“Documentation” means any manuals, instructions, or other documents or materials that We provide or make available to You in any form or medium and which describe the functionality, components, features, or requirements of the Services or DAKCS Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
“Early Termination Fee” has the meaning set forth in Section 11.5.
“Effective Date” refers, as applicable, to the “Contract Effective Date” set forth on Your Sales Order(s).
“Excluded Downtime” has the meaning set forth in Section 5.2.
“Fees” refers to all monthly or annual fees for each Service that You subscribe, pursuant to a Sales Order, and the applicable fees for each pay-per-use Service that You or an Authorized User use with the Services.
"FDCPA" means the Fair DebtCollection Practices Act, 15 USC 1692 as amended, and its implementing regulations promulgated and administered by the Consumer Finance Protection Bureau.
“Force Majeure Event” has the meaning set forth in Section 15.1.
“Indemnitee” has the meaning set forth in Section 13.4.
“Indemnitor” has the meaning set forth in Section 13.4.
“Integrated Services” refers to an optional feature, reports, databases and/or functionalities that may be integrated with or made available through the Services for certain Authorized Users.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“License” has the meaning set forth in Section 3.1.
“Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Paid Fees” has the meaning set forth in Section 5.4.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“Personal Information” means information that You upload, provide, edit and/or request with the Services, or information that We create or obtain on Your behalf, that (a) directly or indirectly identifies a Person; or (b) can be used to authenticate a Person, including, without limitation, employee identification numbers, government-issued identification numbers, passwords, PINs, user information, biometric, genetic, health-related records and billing, answers to security questions, or other personal identifiers.
“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
“Prohibited Content” has the meaning set forth in Section 9.5.
“Receiving Party” has the meaning set forth in Section 10.1.
“Reimbursable Expenses” has the meaning set forth in Section 7.3.
“Representatives” means, with respect to a party, that party’s and its affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors and/or legal advisors.
“Resultant Data” means information, data, and other content that is derived by or through the Services from the Processing of Your Data and is sufficiently different from Your Data that Your Data cannot be reverse engineered or otherwise identified from the inspection, analysis, or further Processing of such information, data, or content.
“Sales Order” means the Sales Order signed or otherwise agreed to by You and Us that identifies the Services that You subscribe to use.
“Scheduled Downtime” has the meaning set forth in Section 5.3.
“Security Concern” means any item, code, content, or use or access of the Services which could result in: (a) unauthorized access to the Services, (b) a security risk to the Services or any third party, (c) subjecting Us, our affiliates, our customers, or any third party to liability, or (d) a disruption of: (i) the Services, (ii) use and or access of the Services by Us, our customers, You, or third parties, and or (iii) Our network or servers used to provide the Servicers.
“Service Credit” has the meaning set forth in Section 5.4.
“Service Software” means Our software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements, and modifications of the foregoing, that We provides remote access to and use of as part of the Services.
“Specifications” means the specifications for the Services as may be set forth in the Documentation.
“Subcontractor” has the meaning set forth in Section 3.5.
“Support Schedule” has the meaning set forth in Section 5.7.
“Support Services” has the meaning set forth in Section 5.7.
“TCPA” means the Telephone Consumer Protection Act of 1991, as amended (47 C.F.R. §227), and its implementing regulations promulgated and administered by the Federal Communications Commission.
“Term” refers to Your subscription period for Services, including any renewal periods.
“TSR” means the Telemarketing Sales Rule contained in 16 Code of Federal Regulations Part 310 implemented and administered by the Federal Trade Commission.
“Unavailability” has the meaning set forth in Section 5.2.
“Your Data” means, other than Resultant Data, information, data, and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from You or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data or content by or through the Services.
“Your Failure” has the meaning set forth in Section 4.10.
“Your Indemnitee” has the meaning set forth in Section 13.1.
“Your Modification” has the meaning set forth in Section 13.3.
“Your Systems” means Your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by You or through the use of third-party services.