Definitions

Authorized User

means an individual authorized by Customer to log into or to otherwise use the Platform for Customer’s internal business purposes and in accordance with the terms of this Agreement and the applicable Order Form. Authorized Users may include but are not limited to employees, consultants,contractors, and agents of Customer or its affiliates subject at all times to the license restrictions of thisAgreement.

Confidential Information

means any information disclosed by one party (“Discloser”) to the other (“Recipient”), directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary” or some similar designation, or learned by Recipient under circumstances in which such information would reasonably be understood to be confidential. Confidential Information does not include any information which Recipient can demonstrate: (a) was in the public domain at the time it was disclosed to Recipient or has become in the public domain through no act or omission of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure as shown by the files of Recipient in existence at the time of disclosure; (c) was disclosed by Recipient with the prior written approval of Discloser; (d) was independently developed by Recipient without any use of Discloser's Confidential Information; or (e) became known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and otherwise not knowingly in violation of Discloser's rights.

Customer Content

means all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer in the course of using the Platform. For avoidance of doubt, Customer Content does not include data and information related to Customer’s use of the Platform that is used by Contract-Q in an aggregate and/or anonymized manner, including to compile statistical and performance information related to the Platform, or any other information reflecting the access and use of the Platform by or on behalf of Customer or its Authorized Users (“Usage Data”).

Platform

means the Contract-Q software-as-a-service platform, and components thereof, ordered by Customer as set forth in an applicable Order Form, as well as any updates thereto.

Order Form

means the digital or physical ordering document identifying the products, services, and offerings and related fees as applicable for Customer’s purchases from Contract-Q. Order Forms shall be deemed incorporated herein by reference.

Subscription Terms

means the period of time set forth in the applicable Order Form during which Customer is authorized to access and use the Platform.

Rights & Ownership

Grants of Rights

Subject to the terms and conditions of the Agreement and the applicable Order Form, Contract-Q hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term for Customer and its Authorized Users to access and use the Platform for its internal business purposes, but only in accordance with (a) this Agreement, (b) the Documentation, and (c) any other restrictions communicated to Customer in writing by  Contract-Q. Contract-Q owns the Usage Data. Nothing herein will be construed as restricting or prohibiting Contract-Q from utilizing Usage Data in any way, including to optimize and improve the Platform or any Contract-Q services so long as the Usage Data remains aggregated and de-identified or to enforce this Agreement.

Intellectual Property Rights to Platform

The Platform is made available for use or licensed, not sold. Customer acknowledges and agrees that this Agreement does not transfer to Customer any Contract- Q or third-party intellectual property rights. Customer acknowledges and agrees that, as between Contract- Q and Customer, Contract-Q owns all right, title, and interest in and to the Platform and Documentation (including  any   improvements,   modifications,   and  enhancements   the reto),   and   Contract-Q   shall, notwithstanding any other term of this Agreement, remain the owner of the Platform and Documentation. All rights not expressly granted by Contract-Q herein are reserved.

Feedbacks

Upon submitting any Customer or Authorized User suggestions, proposals, ideas, recommendations, bug reports, ideas, improvements or other feedback regarding Contract-Q’s products and services (“Feedback”), Customer grants to Contract-Q a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import, and otherwise exploit feedback (including by incorporation of such feedback into the Platform, and any other Contract-Q services) without restriction. Feedback expressly excludes any Customer Confidential Information and Customer Content.

Third-Party Projects

Certain Third-Party Products and services work in conjunction with the Platform, such as by exchanging data with the Platform or by offering additional functionality within the user interface of the Platform. No purchase of such Third-Party Products or services is required to use the Platform. Contract-Q does not warrant any such third-party providers or any of their services or products. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any services or Third-Party Products offered by such third-party provider, is solely between Customer and such third-party provider. Contract-Q has no responsibility for maintaining any integrations with Third-Party Products or services and will not be liable in the event of any failure to maintain any such integration.