1. STRUCTURE; ORDER OF PRIORITY; AND AUTHORIZATION.
1.1. Structure of the Agreement. References to “Agreement” mean, and the Agreement consists of, the following: (a) these GTCs, including the attached Exhibit A (Definitions); (b) any and all Transaction Documents; (c) the Data Protection Addendum, Local Country Addendum (if applicable), Professional Services Addendum, Cloud Services Addendum, Software Addendum, and Support Addendum; and (d) any and all internal policy documents or support manuals referenced in these GTCs or any Transaction Documents, or Addenda.
1.2. Order of Priority. In the event of a conflict between provisions in any documents relating to the Agreement, the documents shall be given precedence in the following descending order: (a) Transaction Document; (b) applicable Addendum; and (c) GTCs, except that Section 3.1.1 (Interest), Section 3.1.3 (Delay), Section 3.1.4 (Increases), Section 4.10 (Subscription to Support Services) and Section 13 (Compliance with Laws) of the GTCs shall take precedence over any other provisions of any other document, including those listed in the preceding clauses (a) and (b).
1.3. Authorization of Customer. Customer represents and warrants to Aegis that: (i) Customer is duly organized, validly existing and in good standing, (ii) Customer’s execution, delivery, and performance of this Agreement shall not violate or constitute a default under any agreement of Customer; and (iii) Customer has the full right, power, and authority to enter into and be bound by the terms and conditions of the Agreement and to perform its obligations under the Agreement (and that Customer’s signatory for the Agreement is authorized to execute the Agreement on behalf of Customer and to bind Customer to the terms and conditions set forth in the Agreement).
2. USE OF PRODUCTS.
2.1. Right to Use Products. Subject to Customer’s compliance with all terms and conditions of the Agreement (including payment of all applicable fees), Aegis will deliver and make the Products listed in the applicable Transaction Document available to Customer and, if expressly stated in the applicable Transaction Document, Customer’s named Affiliate(s). Customer is responsible for any use by Customer or Customer’s users of the Products in a manner that is inconsistent with the Agreement.
2.2. Suitability of Products and Customer Assistance. Customer is solely responsible for determining the suitability of the Products for Customer’s business processes and for complying with all applicable legal requirements regarding Customer Content and its use of the Products. Customer will provide reasonable assistance required in connection with the provision of the Products and any Services. Customer acknowledges and agrees that Customer’s reasonable assistance is a necessary precondition for Aegis’s correct performance of its obligations under the Agreement. Customer bears all consequences and costs resulting from breach of its duties.
2.3. Right for Customer’s Affiliates to Enter Into Transaction Documents. The Parties agree that certain of Customer’s Affiliates may, as applicable, license Products and purchase Services from time to time, subject to the terms and conditions set forth in these GTCs and Addenda, by entering into Transaction Documents. In order for a particular Affiliate of Customer to utilize these GTCs through a Transaction Document, Customer’s Affiliate shall enter into a Local Country Addendum with Aegis’s Affiliate specifying country-specific requirements for the performance of the Agreement, if required.
2.4. Government Entity or End-User Certification. Customer represents and warrants that the Government Entity or End-User certification made by Customer under these GTCs (“Government Entity or End-User Certification”) is, and will at all times during the Term, remain accurate, complete, and updated. Customer must immediately notify Aegis if there are any changes to Customer’s status under the Government Entity or End-User Certification.
3. PAYMENTS AND INVOICING.
3.1. Payment. In accordance with the invoicing schedule set forth in the applicable Transaction Document, Aegis will provide Customer with an invoice specifying the fees for each of the Products and Services provided pursuant to the applicable Transaction Document. Unless otherwise agreed in the applicable Transaction Document, Customer shall pay all fees specified in the applicable invoice within thirty (30) days from the invoice date.
3.1.1. Interest. Customer shall pay a late charge of 1.5% per month on all payments which are not paid when due.
3.1.2. Currency. Except where otherwise specified, all dollar amounts are expressed in United States dollars (US$).
3.1.3. Delay. For the avoidance of doubt, a delay in Customer’s payment of any money due under the Agreement or any Transaction Document shall constitute a material breach of the Agreement for purposes of Section 10.3 (Termination for Material Breach).
3.1.4. Increases. For each Transaction Document, Aegis reserves the right to increase the fees for Products and Services under such Transaction Document as follows: (a) if the initial term for such Transaction Document is one (1) year, Aegis reserves the right to increase the fees for Products and Services under such Transaction Document at the end of such initial term for such Transaction Document and at the end of each successive renewal term for such Transaction Document to reflect Aegis’ then-current list pricing for such Products and Services; and (b) if the initial term for such Transaction Document is more than one (1) year, Aegis reserves the right to increase the fees for Products and Services under such Transaction Document (i) each year during such initial term by the greater of five percent (5%) or the percentage increase in CPI over the preceding 12-month period, and (ii) at the end of each successive renewal term for such Transaction Document to reflect Aegis’ then-current list pricing for such Products and Services.
3.2. Taxes. Fees and other charges described in the Agreement do not include Taxes. Unless otherwise agreed in the applicable Transaction Document, Customer will pay all sales, use, value-added, gross receipt, or other similar taxes (“Tax” or “Taxes”) imposed by applicable Law based on the Products and Services that Customer ordered, except for taxes based on Aegis’s income. If Aegis is required to pay such Taxes (other than taxes based on Aegis’s income), Customer shall reimburse Aegis for all such amounts. Subscription licenses are sold as Software and not Services and Aegis will bill and Customer will pay to Aegis Tax as such. If Customer is required by applicable Law to make any Tax withholding from amounts paid or payable to Aegis under the Agreement, (a) the amount paid or payable shall be increased to the extent necessary to ensure that Aegis receives a net amount equal to the amount that it would have received had no Taxes been withheld and (b) Customer shall provide proof of such withholding to Aegis. If Customer is exempt from paying Taxes, Customer shall provide Aegis with written evidence of a valid Tax exemption. In addition, Customer shall, on at least an annual basis and upon reasonable request from Aegis, update or re-confirm such Tax-exempt status. Aegis reserves the right to invoice Customer for applicable Taxes if Customer fails to maintain or update written evidence of such Tax-exempt status or exemption with Aegis. Customer will provide proof of any exemption from Taxes to Aegis at least fifteen (15) business days before the due date for paying an invoice. If Aegis does not collect the required Taxes from Customer but is subsequently required to remit the Taxes to any taxing authority, Customer will promptly reimburse Aegis for all such Taxes, including all accrued penalties and interest charges if the failure to timely collect and remit was not due to the fault of Aegis. Each Party is responsible for its own income taxes or taxes based on gross revenues or gross receipts.
3.3. Non-Refundable Fees. Customer acknowledges and agrees that orders placed by Customer for Products and Services will be non-cancellable and the fees paid are non-refundable unless otherwise expressly stated in the Agreement.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1. Aegis Ownership of Intellectual Property Rights. All Intellectual Property Rights in and to the Work Product, Products, Services, including techniques, knowledge or processes associated with design contributions, related knowledge or processes, and any and all updates, upgrades, modifications, enhancements, and derivative works of the foregoing, regardless of whether or not solely created by Aegis or jointly with the Customer, shall belong to, and vest in, Aegis or, as applicable, its licensors. Customer hereby assigns, transfers, and conveys any and all rights therein (including Intellectual Property Rights) to Aegis. All rights not expressly granted to Customer are reserved to Aegis or, as applicable, its licensors.
4.2. Customer Content. Customer retains all right, title, and interest in and to the Customer Content. Customer shall obtain and maintain all licenses, authorizations, rights, and consents related to Customer Content (including that Customer shall make any necessary disclosures) required in connection with the performance, receipt or use of the Products and Services. Customer hereby grants to Aegis and its Affiliates a global, royalty-free, irrevocable, sub-licensable, non-exclusive license to use, copy, distribute, modify, display, process, and create derivate works of the Customer Content as necessary for Aegis (including its subcontractors and Subprocessors) to perform its obligations under the Agreement (including, but not limited to, to provide the Products and perform the Services). For any Customer Content that is subject to or controlled for export pursuant to Export Control Laws, including, but not limited to, the International Traffic in Arms Regulations or Export Administration Regulations (or is otherwise subject to dissemination controls imposed by law, such as Controlled Unclassified Information, Sensitive But Unclassified, For Official Use Only, or Covered Defense Information), Customer shall notify Aegis of any such Customer Content, including clearly marking all such Customer Content as controlled. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content.
4.3. Non-Assertion of Rights. Customer covenants, on behalf of itself and its successors and assigns, not to assert against Aegis, its Affiliates or licensors, any rights, or any Claims of any rights, in any Products, Documentation, or Services, and Customer hereby voluntarily waives any right to demand from Aegis, its Affiliates or licensors any rights to any Products, Documentation, or Services, except the rights that are expressly granted to Customer under the Agreement.
4.4. Suggestions and Residual Knowledge. In compliance with the applicable confidentiality obligations, Aegis shall have all right, title and interest, including, all Intellectual Property Rights, in and to, and the unrestricted royalty-free right to use and incorporate into the Products, Documentation, and Services, any and all suggestions, enhancement requests, recommendations, and/or other feedback provided by Customer, relating to the Products, Documentation, and/or Services. Furthermore, Customer acknowledges and agrees that Aegis is free to use its general knowledge, skills and experience, and any ideas, concepts, know-how and techniques, related to or derived from the performance of its obligations under the Agreement.
4.5. Aegis Trademarks. Unless otherwise expressly stated in the Agreement, Aegis retains all goodwill in and Customer has no rights in any trade name, trademark, service mark, logo or other designation owned by Aegis, whether registered or unregistered, including, but not limited to, the following: Aegis, the Aegis logo, and FactoryLogix (“Aegis Marks”). Customer shall not (a) claim any right, title or interest in any Aegis Mark; (b) register, seek to register, or cause to be registered any Aegis Mark, other than in Aegis’ name and at Aegis’ specific request; (c) adopt and use any trademark, service mark, trade name, logo or designation that might be confusingly similar to any Aegis Mark; (d) attach any other trademark, service mark, trade name, logo or designation to the Products, Documentation, or Services; (e) adapt or remove Aegis Marks from the Products, Documentation, or Services; or (f) use any Aegis Mark in connection with products other than the Products or Services.
4.6. Aegis Ownership of Work Product. Aegis, its Affiliates, or licensors, as applicable, own all Intellectual Property Rights in and to the Work Product, including techniques, knowledge or processes associated with the Work Product, regardless of whether conceived, developed, or created solely by Aegis, solely by Customer, or jointly by Customer and Aegis. Customer hereby assigns, transfers, and conveys any and all rights, including Intellectual Property Rights, therein to Aegis. Customer shall execute and ensure its third parties and Affiliates execute, at Aegis's expense, any and all such documentation (and take any and all other steps as are reasonably necessary) to secure Aegis’s rights in such Work Product. For the avoidance of doubt, Customer and Aegis agree and acknowledge that no Work Product will be considered “work made for hire” under the Copyright Act of 1976, 17 U.S.C. § 101 et seq., or any similar legislation of any other jurisdiction.
4.7. Aegis’ License to Work Products. Subject to Customer’s compliance with all terms and conditions of the Agreement (including payment of all applicable fees), Aegis hereby grants to Customer a personal, non-exclusive, non-transferable, limited, revocable, license during the term of the applicable Transaction Document for such Work Product to use any Work Product provided to Customer solely for Customer’s internal business operations to support Customer’s authorized usage of the Product to which such Work Product relates in accordance with the terms of the Agreement.
4.8. Customer’s Pre-Existing Intellectual Property. Customer shall own the Pre-Existing Customer Intellectual Property and have all right, title, and interest in and to the Pre-Existing Customer Intellectual Property. During the term of the applicable Transaction Document, Customer grants to Aegis and its Affiliates a global, royalty-free, irrevocable, sub-licensable, non-exclusive license to use, copy, distribute, modify, display, process, and create derivative works of the Pre-Existing Customer Intellectual Property as necessary for Aegis to perform its obligations under the Agreement.
4.9. Data Collection and Ownership. Notwithstanding anything to the contrary contained in the Agreement, Customer authorizes Aegis to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products or Services (or generated or created in the course of Aegis providing the Products or Services) for the purposes of developing, improving, optimizing, and delivering Products or Services. Aegis may not share any collected data that includes Customer’s Confidential Information with a third party except (a) in accordance with Section 5 (Confidentiality); or (b) to the extent the collected data is aggregated and anonymized such that Customer cannot be identified. Upon collection, Aegis shall be the owner of such data.
4.10. Subscription to Support Services. Any license or right to use Work Product or Software, including, without limitation, any Trial Software, Updates, Pre-Production Release, or Minor Version, requires that Customer at all times has an active and fully paid-up subscription for Support Services. If at any time Customer does not have an active and fully paid-up subscription for Support Services, all licenses and rights to access and use any Work Product or Software, including, without limitation, any Trial Software, Updates, Pre-Production Release, or Minor Version, are hereby immediately revoked and terminated without the requirement of any further notice to Customer. Upon written request from Aegis, Customer promptly shall furnish to Aegis written certification reasonably satisfactory to Aegis confirming that Customer has ceased accessing and using all Work Product and Software, including, without limitation, any Trial Software, Updates, Pre-Production Release, or Minor Version. A subscription to Support Services will automatically renew for a successive 12-month term unless the Customer has given Aegis written notice of termination of Support Services at least sixty (60) days prior to the end of the then-current term for Support Services. Notwithstanding anything to the contrary in any Transaction Document, except as specified in Section 9.2 (Infringement Remedies) fees for Support Services are non-refundable.
5. CONFIDENTIALITY.
5.1. Confidential Information. From time to time, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) Confidential Information of or in the possession of the Disclosing Party in connection with the Agreement. The term “Confidential Information” means any and all information in any form that Disclosing Party provides to Receiving Party in the course of the Agreement and that either (a) has been marked as confidential; or (b) is of such nature that a reasonable person would consider confidential under like circumstances. For the avoidance of doubt, Confidential Information includes any and all (i) Products and Services and any information pertaining to such Products and Services (including any user manuals, mathematical techniques, correlations, concepts, designs, specifications, listings, and other Documentation, whether or not embedded on a device or another form of media); (ii) confidential or proprietary information of a third party that is in the possession of the Disclosing Party; (iii) software or other materials which include Intellectual Property Rights Customer develops that references Aegis’s Confidential Information; and (iv) the terms and conditions of the Agreement. Notwithstanding the foregoing, Confidential Information shall not include any information, however designated, that the Receiving Party can show (A) is or has become generally available to the public without breach of the Agreement by the Receiving Party, (B) became known to the Receiving Party prior to disclosure to the Receiving Party by the Disclosing Party, (C) was received from a third party without breach of any nondisclosure obligations to the Disclosing Party or otherwise in violation of the Disclosing Party’s rights, (D) was developed by the Receiving Party independently of any Confidential Information received from the Disclosing Party, or (E) is considered Personal Data (as further described in and which will be governed by the Data Protection Addendum).
5.2. Confidentiality Obligations. Each Party (or third party whose Confidential Information has been disclosed) retains ownership of its Confidential Information. Each Party shall (a) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (b) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information; provided, however, that Aegis may retain Customer’s Confidential Information during the pendency of a dispute or litigation between the Parties. Notwithstanding the foregoing, neither Party shall be required to return or destroy any such Confidential Information if such return or destruction is impracticable, technically infeasible or contrary to either Party’s bona fide existing document retention policies. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable Law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable Law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable Law. Notwithstanding anything to the contrary in this Section 5 (Confidentiality), the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency; provided, that, if permitted by applicable Law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure.
5.3. Unauthorized Access. Customer must immediately notify Aegis in writing if any third party gains unauthorized access to Aegis’s proprietary materials, Intellectual Property Rights or Confidential Information. Customer will use its best efforts to prevent such unauthorized access.
5.4. Press Releases and Client List Reference. Neither Party shall issue any press release concerning the other Party’s work or the Agreement without the other Party’s consent. Notwithstanding the foregoing, Aegis may identify Customer as a client of Aegis and use Customer’s name and logo and release an announcement regarding the award of the Agreement and Aegis is hereby granted a license for the term of the Agreement to use Customer’s name and logo for this purpose, as well as in Aegis’s marketing literature and customer lists, from time to time as needed. Aegis may generally describe the nature of the work in Aegis’s promotional materials, presentations, case studies, qualification statements, and proposals to current and prospective clients.
6. DATA PROTECTION.
6.1. Data Protection Addendum. The Parties will comply with the applicable terms set forth in the Data Protection Addendum, including, but not limited to, those terms relating to the processing of all Customer Personal Data and Customer Design and Process Data (each as defined in the Data Protection Addendum).
6.2. Security of Customer Content. In addition to any obligations set forth in the Data Protection Addendum, Customer is responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Customer Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Customer Content. To the extent Customer discloses or transmits Customer Content to a third party (including by allowing a third party to access Customer Content as a user), Aegis is no longer responsible for the security, integrity or confidentiality of such content outside of Aegis’ control.
6.3. Disabling Code. Without limiting any other obligation of Customer under the Agreement, Customer acknowledges and agrees that it is solely responsible for and shall ensure compliance with the following: (a) Third-Party Services and any non-Aegis software and all computers, servers, routers, IT networks, computer hardware, databases, computer systems, and non-Aegis content and data, used or accessed by Customer (collectively, “Customer Materials”) and which is connected to or used with any Products, shall not contain any Disabling Code; (b) Customer shall maintain and implement policies and procedures to promptly update the Customer Materials with patches, fixes, and updates to remedy vulnerabilities and instances of Disabling Code promptly upon discovery; (c) upon becoming aware of any vulnerability or Disabling Code that may infect or impact any Customer Materials or any Product connected to or used with any Customer Materials, Customer shall promptly (i) notify Aegis in writing, with reasonable detail, of such vulnerability or Disabling Code, (ii) remediate any vulnerability or Disabling Code that exists in any Customer Materials, and (iii) update all Customer Materials with patches and fixes to remediate vulnerabilities and thwart the introduction of Disabling Code; and (d) if Aegis or Customer discovers the existence of any Disabling Code (whether intentionally or unintentionally introduced) in any Customer Materials or Customer Content, Customer shall use its best efforts, in cooperation with Aegis (at Customer’s expense), to effect the prompt removal of the Disabling Code and the repair of and restoration of access to any Customer Content and any Customer Materials, corrupted or otherwise affected by the Disabling Code, and the expenses associated with such removal, repair and restoration will be borne by Customer. “Disabling Code” means any virus, malware, ransomware, Trojan horse, worm, trap door, back door, or other routine, instruction, code, or design that could corrupt, damage, erase or alter any files, data, software or system, collect data in an unauthorized manner, or cause any Customer Materials, Customer Content, Software, Product, or any system or network connected to any Product, to become encrypted, inaccessible, inoperable, or incapable of being used in the full manner for which it was designed, licensed, or created.
7. DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT (INCLUDING ANY ADDENDA), AEGIS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, OR STATEMENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AEGIS, ITS DEALERS, DISTRIBUTORS OR AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES SET FORTH IN THE AGREEMENT AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. AEGIS DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES (INCLUDING ANY WORK PRODUCT) WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE PRODUCTS OR SERVICES WILL OPERATE IN COMBINATIONS, THAT THE OPERATION OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE PRODUCTS OR SERVICES WILL PROTECT AGAINST POSSIBLE SECURITY THREATS, INTERNET THREATS OR OTHER THREATS OR INTERRUPTIONS. THE PRODUCTS AND SERVICES (INCLUDING ANY WORK PRODUCT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAY BE SUBJECT TO TRANSMISSION ERRORS, DELIVERY FAILURES, DELAYS AND OTHER LIMITATIONS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FOR THE AVOIDANCE OF DOUBT, AEGIS DISCLAIMS ALL LIABILITY FOR INFRINGEMENT CLAIMS OF ANY KIND ARISING FROM: (A) ANY CUSTOMER USE OF AEGIS PRODUCTS OR WORK PRODUCT BEYOND THE SCOPE OF THE AGREEMENT; (B) CUSTOMER’S USE OF AEGIS PRODUCTS OR WORK PRODUCT IN COMBINATION WITH ANY PRODUCTS OR OFFERINGS NOT DEVELOPED BY AEGIS, TO THE EXTENT THE CLAIM IS RELATED TO SUCH COMBINED USE; (C) CUSTOMER’S FAILURE TO USE UPDATED OR MODIFIED VERSIONS OF AEGIS PRODUCTS PROVIDED OR MADE AVAILABLE BY AEGIS WITHOUT ADDITIONAL CHARGE; OR (D) ANY CUSTOMER MATERIALS, CUSTOMER CONTENT, OR AEGIS’S COMPLIANCE WITH DESIGNS OR SPECIFICATIONS OF A PUBLISHED STANDARD OR AS PROVIDED BY CUSTOMER.
8. LIMITATION OF LIABILITY.
8.1. CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL AEGIS BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES OR (B) LOSS OF BUSINESS, PROFITS, SAVINGS, OR REVENUE, LOSS OF GOODWILL, DIMINUTION IN VALUE, LOSS, CORRUPTION OR DESTRUCTION OF DATA, BUSINESS INTERRUPTION, OR DOWNTIME, IN EACH CASE ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT, INDEMNITY, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. DAMAGES CAP. IN NO EVENT WILL THE AGGREGATE MAXIMUM LIABILITY OF AEGIS TO CUSTOMER ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE BASIS OF LIABILITY (WHETHER ARISING OUT OF LIABILITY UNDER BREACH OF CONTRACT (INCLUDING UNDER ANY INDEMNITY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), MISREPRESENTATION, BREACH OF STATUTORY DUTY, BREACH OF WARRANTY OR CLAIMS BY THIRD PARTIES ARISING FROM ANY BREACH OF THE AGREEMENT) EXCEED THE FEES PAID BY CUSTOMER PURSUANT TO THE APPLICABLE TRANSACTION DOCUMENT FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO SUCH LIABILITY IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO THE CLAIM.
8.3. TIMING OF ACTION. ANY CAUSE OF ACTION OF CUSTOMER RELATING TO THE AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER CUSTOMER BECOMES AWARE OF OR REASONABLY SHOULD HAVE BECOME AWARE OF, SUCH CAUSE OF ACTION.
9. INDEMNIFICATION.
9.1. Indemnification by Aegis. Aegis shall defend and indemnify Customer against Claims brought against Customer by any third party alleging that Customer’s use of the Products in accordance with the terms and conditions of the Agreement, constitutes an infringement of a registered patent or copyright, or misappropriation of a trade secret of a third party. Aegis will pay Damages finally awarded to the third party (or the amount of any settlement Aegis enters into) with respect to such Claims. This obligation of Aegis shall not apply if the alleged infringement or misappropriation results from: (a) use of the Products in conjunction or combination with any other software, services, or any product, data, item, or apparatus that Aegis did not provide to Customer or its Affiliates (including any Third-Party Services or Third-Party Products); (b) anything Customer or its Affiliates provide or design including configurations, instructions, or specifications (including any Products that were provided pursuant to Customer’s designs, drawings, or specifications); (c) a modification of a Product other than with Aegis’s prior written consent; (d) Customer’s or its Affiliates’ failure to use the latest release or version of a Product (including any corrections or enhancements) where such use would have prevented the infringement or misappropriation Claim; (e) Customer’s or its Affiliates’ use, storage, distribution, reproduction, or maintenance not permitted by the Agreement; or (f) Customer’s or its Affiliates’ breach of Section 13 (Compliance with Laws) or any other provision of the Agreement. If Aegis believes, in its reasonable opinion, that a Claim under this Section 9.1 (Indemnification by Aegis) could or is likely to be made, Aegis may, after consultation with Customer, cease to offer or deliver such Products without being in breach of the Agreement.
9.2. Infringement Remedies. In the event a Claim under Section 9.1 (Indemnification by Aegis) is made and such Product is held to infringe a third-party’s registered patent or copyright, or misappropriate a trade secret, then Aegis may, at its sole option and expense: (a) procure for Customer the right to continue using the Product under the terms of the Agreement or (b) replace or modify the Product to be non-infringing without a material decrease in functionality. If these options are not reasonably available, Aegis or Customer may terminate the Agreement upon written notice to the other and Customer shall immediately cease using or shall return the infringing Product and Aegis shall refund Customer the unamortized portion of the license fees (or any applicable Support Service fees) paid for such Product. The provisions of this Section 9.2 (Infringement Remedies) state the sole, exclusive, and entire liability of Aegis to Customer, and is Customer’s sole remedy, with respect to third-party Claims covered by Section 9.1 (Indemnification by Aegis).
9.3. Indemnification by Customer. Customer shall defend and indemnify Aegis and its Affiliates (and each of their licensors), and each of their respective officers, directors, contractors, agents, and employees (“Aegis Indemnitees”) against Claims brought against any Aegis Indemnitee by any third party (and any Damages incurred or sustained by any such Aegis Indemnitee) arising from or related to: (a) Customer’s or its Affiliates’ (i) breach of the Agreement, or (ii) use of the Products or Services in violation of any applicable Law; (b) any Customer Content (including, but not limited to, any violation of Export Control Laws associated with non-notified or unmarked export-controlled Customer Content, in violation of Sections 4.2 (Customer Content) and 13.2 (Trade Control)) or Customer Materials (including, but not limited to, any violation of Section 6.3 (Disabling Code)); (c) an allegation that any material provided by Customer, its Affiliates, or any third party (including, Customer Materials), violates, infringes, or misappropriates the Intellectual Property Rights of a third party; (d) Aegis’s use of or access to Customer’s or its Affiliates’ software, machines, equipment, systems, information technology environment, or premises in connection with the provision of the Services; or (e) Customer’s Government Entity or End-User Certification. For the avoidance of doubt, the foregoing shall apply regardless of whether any Claim or Damage is caused by the conduct of Customer and/or its named users or by the conduct of a third party using Customer’s access credentials.
9.4. Indemnification Requirements. The indemnification obligations under this Section 9 (Indemnification) are conditioned on: (a) the Party against whom a third-party Claim is brought timely notifying the other Party in writing of any such Claim, provided however that a Party’s failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section 9 (Indemnification) except to the extent such failure or delay prejudices the defense; (b) the Party who is obligated to defend a Claim having the right to fully control the defense of such Claim; (c) the Party against whom a third-party Claim is brought reasonably cooperating in the defense of such Claim; and (d) Customer complying with Aegis’s direction to cease any use of the Products which in Aegis’s reasonable opinion, is likely to constitute an infringement or misappropriation. Any settlement of any Claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the Claim is brought, provided however that Aegis may settle any Claim on a basis requiring Aegis to substitute for the Products any alternative substantially equivalent non-infringing products. Aegis shall not be responsible for any settlement made without its consent. The Party against whom a third-party Claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend Claims. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s rights.
10. TERM AND TERMINATION.
10.1. Term of GTCs. The initial term of these GTCs begins on the Effective Date and shall continue thereafter for one (1) year unless terminated earlier by a Party pursuant to these GTCs (including, but not limited to, this Section 10 (Term and Termination)) (the “Initial Term”). The GTCs will auto-renew for one (1) year periods following the Initial Term (each, a “Renewal Term”) until either Party provides notice of intention to not renew sixty (60) days before the end of the then current Initial Term or Renewal Term. The Initial Term and each Renewal Term shall collectively be referred to as the “Term”. For avoidance of doubt, however, no renewal of the GTCs will extend or renew any license to Work Product or Software (including, without limitation, any Trial Software, Updates, Pre-Production Release, or Minor Version); it being acknowledged and agreed by Customer that Customer must at all times have an active and fully paid-up subscription for Support Services in order to retain a license to such Work Product or Software.
10.2. Transaction Document Term. Subject at all times to Section 4.10 (Subscription to Support Services) of these GTCs, the initial term of each Transaction Document shall commence on the effective date specified in the Transaction Document and continue thereafter until: (a) the end of the term of the Transaction Document as specified in the Transaction Document; (b) if specified in the Transaction Document, delivery of the Products or completion of the Services in accordance with the Transaction Document; or (c) earlier termination by either Party in accordance with this Section 10 (Term and Termination).
10.3. Termination for Material Breach. Either Party may terminate these GTCs and any or all Transaction Document(s) for cause if the other Party commits a material breach of the Agreement and fails to cure such breach within thirty (30) days (or with respect to Customer’s payment failure, within ten (10) days) of receipt of a notice of default from the non-defaulting Party. Termination will not relieve Customer of its obligations specified in Section 10.6 (Effect of Termination) and will not entitle Customer to a refund of any license fees (or any related Support Service fees) previously paid. Aegis may terminate these GTCs by written notice to Customer if at any time Customer fails to have an active and fully paid-up subscription for Support Services.
10.4. Termination for Financial Deterioration. Either Party may terminate these GTCs and any or all Transaction Document(s) immediately if the other Party files for bankruptcy, ceases or threatens to cease carrying on business, becomes insolvent, or makes an appointment, assignment or novation for the benefit of creditors.
10.5. Termination for Change in Government Entity or End-User Status. Aegis may, in its sole discretion, terminate these GTCs and any or all Transaction Document(s), immediately upon notice to Customer, if (a) Customer informs Aegis of a change in Customer’s Government Entity or End-User Certification pursuant to Section 2.4 of these GTCs; or (b) Aegis reasonably believes that Customer’s Government Entity or End-User Certification is inaccurate or incomplete (including, but not limited to, if Aegis reasonably believes that Customer has become a Restricted Person).
10.6. Effect of Termination. Subject at all times to Section 4.10 (Subscription to Support Services) of these GTCs, if these GTCs are terminated or expire prior to the termination or expiration of all Transaction Documents, then the Transaction Documents that are not terminated or expired shall continue to be governed by the GTCs for the remainder of the applicable term of the Transaction Document in accordance with Section 10.2 (Transaction Document Term).
10.7. Right to Suspend. Aegis may in its sole discretion, with or without notice, suspend, change or impose limits on Customer’s use of the Products or Services, or any portion thereof, either temporarily or permanently, without any liability of Aegis, in the event that: (a) Customer or any of its Affiliates breach the Agreement; (b) Aegis experiences or reasonably believes it will experience a security threat or system failure that endangers the integrity of Aegis’ internal systems; (c) a Force Majeure conditions occurs; (d) continued use may result in material harm to Aegis, the Aegis Products or Services, or any Aegis user; (e) if Aegis determines such action is necessary to comply with laws and regulations applicable to Aegis, its Affiliates or Subcontractors (including, but not limited to, any Export Control Laws or Sanctions Laws); or (f) if Customer informs Aegis of a change to Customer’s Government Entity or End-User Certification status or Aegis reasonably believes that Customer’s Government Entity or End-User Certification status is no longer complete or accurate.
11. THIRD-PARTY PRODUCTS AND SERVICES.
11.1. Third-Party Services. The Services may include integrations with Third-Party Services on external websites that are accessed through the Products or Services. These Third-Party Services are not part of the Products or Services and the Agreement does not apply to them. Customer may be subject to terms and conditions with those third parties.
11.2. Third-Party Products. Unless otherwise agreed in writing by Aegis, if Third-Party Products are supplied by Aegis to Customer, such Third-Party Products are provided on a “pass-through” basis only and are subject to the terms and conditions of the third-party vendor, including but not limited to warranties, licenses, indemnities, limitation of liability, prices and changes thereto.
12. TRAINING.
Aegis may, in its sole discretion, provide training services for certain Products or Services. If applicable, such training will be provided in accordance with the terms of the Support Addenda.
13. COMPLIANCE WITH LAWS.
13.1. Anti-Bribery. Each Party represents and undertakes that in connection to its entering into the Agreement and each Transaction Document and its performance of the Agreement and each Transaction Document, that it shall comply at all times with all applicable anti-bribery laws and regulations, including the U.K. Bribery Act 2010, the U.S. Foreign Corrupt Practices Act and any local anti-bribery laws and regulations (collectively referred to as “Anti-Bribery Laws”). For the avoidance of doubt, a breach of any of the undertakings in this Section 13.1 (Anti-Bribery) by Customer or any of its Affiliates shall be deemed to be a material breach of the Agreement for the purpose of Section 10.3 (Termination for Material Breach). Without limiting the generality of the foregoing, each Party undertakes to the other Party that:
13.1.1. it will not, and will ensure that its authorized representatives and associated persons will not, directly or indirectly engage in or abet any activity, practice or conduct, which would constitute a breach of or an offense under Anti-Bribery Laws, including, but not limited to, offering, paying, or promising to pay, give, or authorize payment of any money or anything of value to any government or public official in his / her official capacity;
13.1.2. it has and will maintain in place adequate procedures designed to prevent any authorised representatives and associated persons from undertaking any conduct that would give rise to a breach of or an offense under Anti-Bribery Laws; and
13.1.3. from time to time at the reasonable request of the other Party, it will confirm in writing that it has complied with its undertakings under Sections 13.1.1 and 13.1.2 and will provide any information reasonably requested by the other Party in support of such compliance.
13.2. Trade Control. Customer undertakes in its performance of the Agreement and each Transaction Document to comply with all applicable Export Control Laws and Sanctions Laws, regulations, orders, decrees and lists (collectively, “Trade Controls”), including but not limited to, the International Traffic in Arms Regulations, U.S. Export Administration Regulations (EAR), the U.S. Office of Foreign Asset Control Regulations, the UK Export Control Order 2008/3231 (as amended), and the EU Dual-Use Regulations 428/2009 (as amended), as well as the laws of the jurisdiction in which the Products or Services will be received and used.
13.3. Breach. For the avoidance of doubt, if Aegis determines that, in its reasonable opinion, Customer or any of its Affiliates has breached or is likely to breach Section 13.1 (Anti-Bribery) or Section 13.2 (Trade Control) that breach shall constitute a material breach of the Agreement for purposes of Section 10.3 (Termination for Material Breach). Additionally, Aegis shall have the right to suspend its obligations under, or terminate, the Agreement with immediate effect in the event that Aegis determines that, in its reasonable opinion, the continued performance of its obligations under the Agreement could result in Aegis or its Affiliates being in violation of, or being subject to negative consequences under, Trade Controls.
14. MISCELLANEOUS.
14.1. Assignment. The Agreement shall extend to and be binding upon the Parties to the Agreement, their successors, and assigns, provided, however, that Customer may not assign or transfer the Agreement or any portion thereof without Aegis’ prior written consent. Aegis may assign or transfer the Agreement, in whole or in part, without obtaining the consent of Customer, to a parent company or subsidiary or in connection with the transfer or sale of its business or sale of all or substantially all of its assets, or in the event of a merger, divestiture, internal reorganization or consolidation with another company. Any attempted assignment of this Agreement or any Transaction Document in violation of this provision shall be null and void.
14.2. Independent Contractor. Aegis is an independent contractor, and each Party agrees that no partnership, joint venture, agency, fiduciary, or employment relationship exists between the Parties.
14.3. Force Majeure. Except for Customer’s payment obligations, neither Party shall be liable for delays caused by conditions arising out of or caused, directly or indirectly, by circumstances beyond their reasonable control, including acts of God, earthquakes, fires, floods, wars, civil or military disturbances, acts of terrorism, sabotage, strikes, epidemics, pandemics, riots, power failures, computer failure and any such circumstances beyond their reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service, accidents, labor disputes, acts of civil or military authority, governmental actions, or inability to obtain labor, material, equipment or transportation (“Force Majeure”); provided, however, that notice thereof is given to the other Party as soon as practicable. All such Force Majeure conditions preventing performance shall entitle the Party hindered in the performance of its obligations under the Agreement to an extension of the date of delivery of the Products or completion of the Services by a period of time equal to the period of delay incurred as a result of the Force Majeure or to any other period as the Parties may agree in writing.
14.4. Waiver. The waiver (whether express or implied) by either Party of a breach or default of any of the provisions of the Agreement (including any Transaction Document) by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either Party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party.
14.5. Notices. All notices and other communications required or permitted under the Agreement will be in writing and delivered by confirmed transmission, by courier or overnight delivery service with written verification of receipt, by registered or certified mail, return receipt requested, postage prepaid, and in each instance, will be deemed given upon receipt. All such notices, approvals, consents and other communications will be sent to the addresses set forth on the cover page to these GTCs or to such other address as may be specified in writing by either Party to the other in accordance with this Section 14.5 (Notices).
14.6. Invalidity and Severability. If any provision of the Agreement (including any Transaction Document) shall be found by any court to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
14.7. Negotiated Terms. The Parties agree that the terms and conditions of the Agreement are the result of negotiations between the Parties and that the Agreement shall not be construed in favor of or against either Party by reason of the extent to which such Party or its professional advisors participated in the preparation of the Agreement.
14.8. Survival of Provisions. The provisions of the Agreement that by their nature survive expiration or termination of the Agreement will survive expiration or termination of the Agreement, including, but not limited to, the following Sections of these GTCs: 1 (Structure, Order of Priority, and Authorization), 3.1 (Payment), 4 (Intellectual Property Rights), 5 (Confidentiality), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9.3 (Indemnification by Customer), 10 (Term and Termination), 11 (Third-Party Products and Services), 13 (Compliance with Laws), 14 (Miscellaneous), and Exhibit A (Definitions).
14.9. Governing Law and Jurisdiction. The validity of the Agreement and the rights, obligations and relations of the Parties under the Agreement and in any dispute between them will be construed and determined under and in accordance with the substantive laws of the Commonwealth of Pennsylvania, without regard to such state’s principles of conflicts of law Each Party irrevocably agrees to submit to the exclusive jurisdiction of (and waives any objection to the venue of) the federal or state courts located in Montgomery County, Pennsylvania to determine Claim or matter arising out of or in connection with the Agreement. To the extent otherwise applicable, the Parties hereto agree that the United Nations Convention on the International Sale of Goods will not apply to the Agreement.
14.10. Waiver of Jury Trial. Each Party waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any proceedings relating to the Agreement or any performance or failure to perform of any obligation under the Agreement.
14.11. Third-Party Beneficiary. Except as expressly set forth in the Agreement, the Parties do not intend to create rights for any person as a third-party beneficiary of the Agreement.
14.12. Addenda and Amendments. Customer acknowledges and agrees that the Products and Services are subject to the additional terms and conditions as set forth in the various Addenda. Customer will comply with all obligations, covenants, and other requirements set forth in the Addenda for the Product(s) and Service(s). Aegis may unilaterally amend the terms of any Addendum from time to time by posting such amendment to the webpage for the applicable Addendum with such amendment being effective as of the date of such posting; provided, however, that the amended terms of such Addendum will only apply to orders placed by Customer following the effective date of such amendment (including, but not limited to, any automatic or other renewal(s) for any Product or Service occurring after the effective date of such amendment). Except with respect to unilateral amendments or modifications made by Aegis to an Addendum as set forth in this Section 14.12, any waiver or amendment of any provision of the Agreement will be effective only if in writing and signed by authorized representatives of both Customer and Aegis.
14.13. Entire Agreement; Execution. The Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous representations, understandings or agreements whether written or oral, relating to its subject matter. The Agreement will prevail over any additional, conflicting, or inconsistent terms and conditions that may be contained in any purchase order or other document furnished by Customer to Aegis, or any clickwrap agreement covering the same subject matter, none of which will be binding upon Aegis unless contained in a writing signed by both Parties. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. An executed facsimile or electronic copy of the Agreement shall be construed as if it were an original.
14.14. Interpretation. Except as otherwise expressly provided in the Agreement, the following rules apply: (a) the singular includes the plural and the plural includes the singular; (b) “include”, “includes” and “including” are not limiting; (c) unless the context otherwise requires or unless otherwise provided, references to a particular agreement, instrument, document, law or regulation also refer to and include all renewals, extensions, modifications, amendments and restatements of such agreement, instrument, document, law or regulation; (d) a reference in the Agreement to a Section is to the Section of these GTCs unless otherwise expressly provided; (e) a reference to a Section in the Agreement, unless the context clearly indicates to the contrary, refers to all sub-parts or sub-components of any said Section; (f) words such as “hereunder,” “hereto,” “hereof,” and “herein,” and other words of like import, unless the context clearly indicates to the contrary, refers to the whole of the Agreement and not to any particular Section, subsection or clause hereof; (g) where the Agreement states that a Party “shall,” “will,” or “must” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with the Agreement; and (h) references to any statute includes any amendments thereto and its implementing regulations.
Exhibit A
Definitions and Interpretation
The following capitalized terms used in these GTCs have the respective meanings specified below:
“Addenda” means two or more Addendum.
“Addendum” means any of the following: Data Protection Addendum, Local Country Addendum (if applicable), Professional Services Addendum, Cloud Services Addendum, Software Addendum, and Support Addendum.
“Affiliates” means, as to any entity, any other entity that, directly or indirectly, Controls, is Controlled by or is under common Control with such entity.
“Agreement” has the meaning set forth in Section 1.1 (Structure of the Agreement).
“Anti-Bribery Laws” has the meaning set forth in Section 13.1 (Anti-Bribery).
“Aegis” has the meaning set forth in the Preamble.
“Aegis Indemnitees” has the meaning set forth in Section 9.3 (Indemnification by Customer).
“Aegis Marks” has the meaning set forth in Section 4.5 (Aegis Trademarks).
“Claims” means any and all claims, demands, suits, proceedings, actions and causes of action.
“Cloud Services Addendum” means the Cloud Services Addendum found at https://www.aiscorp.com/legal-hub/.
“Confidential Information” has the meaning set forth in Section 5.1 (Confidential Information).
“Control” means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise.
“Customer” has the meaning set forth in the Preamble.
“Customer Content” means all software, data (including personal data), information, text, data designs, part content definitions, technical drawings, images, audio, video, photographs, non-Aegis or third-party applications, and other content and material, in any format, provided by Customer, any of Customer’s users, or on behalf of Customer that is stored in, or run on or through, the Products or otherwise provided to Aegis in connection with the performance of the Services (including any Customer Content).
“Damages” means any and all losses, damages, judgments, costs and expenses in connection with a Claim, including a Party’s attorneys’ fees and court costs.
"Data Protection Addendum” means the Data Protection Addendum found at https://www.aiscorp.com/legal-hub/.
“Disclosing Party” has the meaning set forth in Section 5.1 (Confidential Information).
“Documentation” has the meaning set forth in the applicable Addenda as the context may require.
“Effective Date” has the meaning set forth in the Preamble.
“Export Control Laws” means any and all Laws that control, restrict, or impose licensing requirements or other restrictions on export, re-export, transfer or use of goods, software, technology, or services, issued or adopted by any government, state or regulatory authority of any country in which obligations under the Agreement are to be performed, or in which Aegis or any of its Affiliates are incorporated or operate, including without limitation the United States of America, the United Kingdom, United Nations, and the European Union or of any of its Member States.
“Force Majeure” has the meaning set forth in Section 14.3 (Force Majeure).
“Government Contractor” means a person or entity who provides services to any agency or department of the United States government and is paid, or is to be paid, for services, material, equipment, supplies, land or buildings with funds appropriated by Congress.“Government Entity” means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator (public or private) or other body or administrative, regulatory or quasi-judicial authority, agency, department, board, commission, division, or instrumentality of any federal, state, local or foreign jurisdiction.
“GTCs” has the meaning set forth in the Preamble.
“Initial Term” has the meaning set forth in Section 10.1 (Term of GTCs).
“Intellectual Property Rights” means any and all patent rights, copyrights, trademarks, service marks, trade names, trade secrets, moral rights, database rights, design rights, and all other proprietary or intellectual property rights worldwide, whether registered, unregistered, or any application for the foregoing.
“Law” means any and all laws, regulations, regulatory guidance, rules, directives, policies, clarifications, orders, or determinations applicable to or binding upon the Products, Services, or a Party in the performance of its obligations or exercise of its rights under the Agreement.
"Professional Services Addendum” means the Professional Services Addendum found at https://www.aiscorp.com/legal-hub/.
“Order Form” means the document issued by Aegis which, among other things, may identify (a) the particular Products and/or Services ordered by or for Customer, (b) the duration or term of the Software or SaaS Product license granted to Customer, (d) the license fees and any applicable Support Service fees owed by Customer and/or (e) the payment schedule.
“Party” and “Parties” have the meaning set forth in the Preamble.
“Pre-Existing Customer Intellectual Property” means Intellectual Property Rights created or developed by or on behalf of Customer prior to the Effective Date of these GTCs, not developed specifically for Aegis or in contemplation of the Agreement.
“Products” means the Software and SaaS Products that Aegis lists on a Transaction Document and makes available to Customer.
“Professional Services” has the meaning set forth in the Professional Services Addendum. For the avoidance of doubt, “Professional Services” shall not include any SaaS Product).
“Receiving Party” has the meaning set forth in Section 5.1 (Confidential Information).
“Renewal Term” has the meaning set forth in Section 10.1 (Term of GTCs).
“Restricted Country” means a country or territory which is itself the subject of or target of any Sanctions Laws or Export Control Laws (at the time of this Agreement, the Crimea region and the so-called Donetsk and Luhansk Peoples' Republics of Ukraine, Cuba, Iran, North Korea or Syria)
“Restricted Person” means (i) a person or entity listed on any Sanctions Laws- and Export Control Laws-related list of designated persons maintained by the United Nations, United States, European Union or its Member States, United Kingdom, or other applicable jurisdiction, including, but not limited to, the Specially Designated National List or the U.S. Department of Commerce’s Bureau of Industry and Security’s Denied Persons List; (ii) the Government of Venezuela; (iii) a person or entity greater than fifty percent (50%) owned, directly or indirectly, or otherwise controlled by one (1) or more persons or entities described in clause (i) and (ii) above; (iv) a person or entity located, organized or resident in a Restricted Country; or (v) a military end-user or for the benefit of a military end-use in Burma/Myanmar, China, Russia or Venezuela.
“SaaS Product” means the subscription-based, hosted software-as-a-service product that is provided to Customer by Aegis pursuant to a Transaction Document.
“Sanctions Laws” means any Law related to economic, financial, trade or other, sanction, restriction, embargo, import or export ban, prohibition on transfer of funds or assets or on performing services, or equivalent measure imposed by any government, regulatory authority of any country in which obligations under the Agreement are to be performed, or in which Aegis or any of its Affiliates are incorporated or operate, including without limitation the United States of America, the United Kingdom, United Nations, and the European Union or of any of its Member States.
“Services” means Professional Services and Support Services, individually or collectively.
“Software” means the software products (in object code (machine-readable) format only) licensed to Customer by Aegis pursuant to a Transaction Document, including any new releases, updates, or versions that Customer is entitled to receive.
"Software Addendum” means the Software Addendum found at https://www.aiscorp.com/legal-hub/.
“Statement of Work” or “SOW” means any statement of work entered by the Parties pursuant to which Aegis provides certain Services to Customer in accordance with the Agreement.
"Support Addendum” means the Support Addendum found at https://www.aiscorp.com/legal-hub/.
“Support Services” means the support services described in the Agreement, including specifically the Support Addendum.
“Tax” or “Taxes” has the meaning set forth in Section 3.2 (Taxes).
“Term” has the meaning set forth in Section 10.1 (Term of GTCs).
“Third-Party Products” means products (including any software-as-a-service products) and software of a third-party vendor supplied by Aegis or incorporated by Aegis into its Products, which may include, but is not limited to, hardware and any open source components, software, or tools.
“Third-Party Services” means services made available by a third-party vendor.
“Trade Controls” has the meaning set forth in Section 13.2 (Trade Control).
“Transaction Document” or “TD” means any Statement of Work, invoice, Order Form, or other form of purchase agreement entered into pursuant to the Agreement and any schedules or other attachments thereto.
“Work Product” means any art, discovery, improvement, deliverable, idea, process, customization, report, documentation, invention, modification, enhancement, product, software or other item developed, created, conceived, or provided in connection with the Services, whether or not copyrightable or patentable, inclusive of all related know-how, trade secrets, and any other tangible or intangible technical material or information delivered by Aegis to Customer or any of its Affiliates under the Agreement.
“$” shall mean lawful money of the United States.