When used in this Agreement with the initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:
"Agreement" means this software as a service agreement (including the Schedules) and any amendments to it from time to time;
"Authorised Users" means those employees, agents and independent contractors of the Customer who are authorised by You to use the Platform, the Services and the Documentation.
"Business Day" means any weekday, other than a bank or public holiday in England;
"Business Hours" means between 08:00 and 18:00 London time on a Business Day;
"Cancellation Date" means the first day of the following month after the Notice Period has expired.
"Change" means any change to the terms of this Agreement;
"Charges" means the amounts payable by the Customer to Cogmotive under or in relation to this Agreement (as set out in Schedule 3);
"Confidential Information" means the Customer Confidential Information and Cogmotive Confidential Information;
"Customer Confidential Information" means
- any information disclosed (whether disclosed in writing, orally or otherwise) by You to Cogmotive that is marked as "confidential", described as "confidential" or should have been understood by Cogmotive at the time of disclosure to be confidential; and
- the Customer Materials;
"Customer Data" means the data inputted by the Customer, Authorised Users, or Cogmotive on Your behalf for the purpose of using the Services or facilitating Your use of the Services
"Customer Materials" means all works and materials:
- uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using Your account; and
- otherwise provided by the Customer to Cogmotive in connection with this Agreement;
including but not limited to Customer Data.
"Data" means the information collected from or on behalf of the Customer by Cogmotive.
"Defect" means a defect, error or bug having an adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of:
- an act or omission of the Customer, or an act or omission of one of Your employees, officers, agents, suppliers or sub-contractors; or
- an incompatibility between the Platform and any other system, application, program or software not specified as compatible in Schedule 1;
"Documentation" means the documentation produced by Cogmotive and supplied / made available on the Platform to the Customer specifying how the Platform should be used;
"Effective Date" means the date on which You first use the Platform;
"Effective End Date" means the earliest of:
- for Invoice Subscriptions, the expiration date listed on the invoice issued by Cogmotive to the Customer, unless the Customer renews the subscription. If the invoice does not list an end date, the end date is 12 months from the invoice issue date;
- for Recurring Subscriptions, the date on which the Customer terminates recurring payments; or
- the date on which the Customer cancels the Customer account.
"Intellectual Property Rights or IPR" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Microsoft" relates to all services from Microsoft Corporation that are used by Cogmotive to provide services to the Customer (including but is not limited to Office 365, Microsoft Online, Exchange Online)
"Notice Period" means the period that You or Cogmotive may terminate this Agreement as set out in Clause 14;
"Permitted Purpose" means using the platform for the purposes of generating reports for the Customer's internal business purposes;
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Platform" means the software platform known as Cogmotive Reports that is owned and operated by Cogmotive, and that will be made available to You as a service via the Internet under this Agreement;
"Cogmotive Confidential Information" means:
any information disclosed (whether disclosed in writing, orally or otherwise) by Cogmotive to the Customer that is marked as "confidential", described as "confidential" or should have been understood by You at the time of disclosure to be confidential;
"Schedule" means a schedule attached to this Agreement;
"Services" means all the services provided or to be provided by Cogmotive to the Customer under this Agreement, including the Support Services;
"Support Services" means support and maintenance services provided or to be provided by Cogmotive to the Customer in accordance with Schedule 2;
"Term" means the term of this Agreement; and
Terms defined in the Data Protection Act 1998 (DPA) have the meanings set out in the DPA.