section.io Platform Services Terms and Conditions

These section.io Platform Services Terms and Conditions (the “Terms”) are incorporated into and made part of any Order Form (defined below) referencing these Terms, and governs the relationship between the party identified on the Order Form referencing these Terms(“You”), and section.io Incorporated, a Delaware corporation (“Section”). “Effective Date” is the effective date of each Order Form referencing these Terms. Capitalized terms not defined in the body of the Terms are defined in Section 16 or the associated order form. Each Order Form referencing these Terms constitutes a separate agreement, and each Order Form and these Terms is an “Agreement.” In consideration of the foregoing and the mutual covenants and conditions set forth below, the parties agree as follows:

The Service

This Agreement governs Your use of the Service. “Order Form” means an order for the Service and any ancillary services signed by authorized representatives of each party that reference these Terms. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Section regarding future functionality or features. Notwithstanding the previous sentence, the parties may agree in an Order Form that Section will create custom features or functionality to enhance the Service.

1. License Grant & Restrictions

1.1 Subscription to the Service.

Subject to the terms of this Agreement, Section hereby grants to You a non-transferable, non-exclusive subscription for Your use of the Service, without the right to sublicense, as authorized and limited by the terms of the applicable Order Form, in accordance with the Documentation, solely for Your business purposes of (a) using the Service to create Your Solution, and (b) offering Your Solution to your customers. Section and its licensors reserve all rights not expressly granted to You in this Agreement. For avoidance of doubt, You must maintain a license to the Service in order to create and allow Your customers to use Your Solution. You shall comply with the Documentation.

1.2 Restrictions.

You shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Service for a third-party’s benefit unless such use has been authorized by Section; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Service available to any third-party not authorized by Section; (iii) modify or make derivative works to the source code the Service; (iv) reverse engineer or decompile the Service; (v) interfere with or make use of the Service in any manner not consistent with the Documentation, or (vi) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Notwithstanding anything to the contrary in this paragraph, the parties acknowledge that You may only configure or customize the Service in accordance with the Documentation.

2. Your Responsibilities & Rights

2.1 Your Accounts.

You are responsible for all activity occurring under Your User accounts. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service and Your Solution, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and will notify Section promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) not impersonate another Service user or provide false identity information to gain access to or use the Service. You will not attempt to or use Your access to the Service to knowingly interfere with or disrupt: (x) the integrity or performance of the Service or the data contained therein, or (y) other Section customers’ use of the Service. The Service contains certain administrative controls that You can use to limit access to and use of the Service.

2.2 Your Solution.

You shall develop Your Solution in accordance with the Documentation and any other guidelines made available to You by Section. You are solely responsible for Your Solution, including any data, text, images or content contained therein or processed by Your Solution. In addition to the foregoing, Section specifically disclaims all liability, and You shall be solely responsible for the development, operation, and maintenance of Your Solution except as expressly set forth to the contrary herein, and for all materials that appear on or within Your Solution. You shall, without limitation, be solely responsible and liable for: (a) features functions of Your Solution; (b) the accuracy and appropriateness of any materials or content posted on or within Your Solution (including, among other things, any product-related materials); (c) ensuring that any materials or content included within Your Solution do not violate Applicable Law or the Documentation, and do not promote illegal activities or violate third parties’ rights; (d) to the extent Your Solution collect personal information from individuals, ensuring that Your Solution accurately and adequately discloses, in accordance with Applicable Law, either through a privacy policy or otherwise, how You collect, use, store, and disclose data collected from visitors; and (e) any of Your users’ or customers’ claims relating to Your Solution or any of Your services utilized in connection with Your Solution. You acknowledge that the operation of Your Solution is dependent on Your proper configuration of the Service and Your Solution, the availability of and proper performance of third-party services, software, and Internet technology, and Section is not liable for performance issues or downtime of Your Solution to the extent caused by such factors.

2.3 App Hosting.

You acknowledge and agree that: (a) Your Solution must be operated on the Service to operate as intended, and (b) without paying for a subscription to the Service, Your Solution are inaccessible and unusable.

2.4 Traffic.

You are responsible for all communications, content, and other data originating from or directed by You in the course of Your use of the Service. You shall protect Your authentication keys and any other log-in or security credentials related to the Service (“Credentials”). You are responsible and liable for all actions taken with your Credentials.

2.5 Third Party Infrastructure.

Section offers Third Party Infrastructure through the Service that You may choose to use and implement as part of Your Solution. If you do not choose Third Party Infrastructure that is necessary for Your Solution to operate, the Service will choose the Third Party Infrastructure on Your behalf based on Your other configuration choices for the Service. Section may change (including remove) Third Party Infrastructure in its discretion. Your Use of Third Party Infrastructure may be subject to additional terms and conditions (“Additional Terms”). Additional Terms may change or be updated from time to time, and You are responsible for reviewing and complying with the Additional Terms that apply to the Third Party Infrastructure.

2.6 Third Party Software.

You are solely responsible and liable for all Third Party Software, including, without limitation, (a) the operation, features, and functionality of the Third Party Software, (b) obtaining all necessary rights and licenses to use the Third Party Software in the Solution and allow Customers to use the Third Party Software, and (c) complying with all terms and conditions governing Your use of Third Party Software.

2.7 Information.

You acknowledge that the outcomes and results from Your use of the Service is dependent on your configuration of the Service, and that You shall provide Section and the Service correct and complete information.

2.8 Backup.

You are responsible for taking appropriate action to secure, protect and backup Your accounts and Your Data in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Data from unauthorized access and routinely archiving Your Data.

2.9 Your Customers.

To the extent that Your Customers use or access the Service, You are responsible for Your Customers’ acts and omissions.

2.10 Authorized Use Policy.

You shall comply with the then-current version of Section’s Authorized Use Policy (“AUP”).

3. Security; Data

3.1 Security.

Section has implemented Appropriate Security Measures based upon industry best practices and feedback from annual third-party audits. Audit reviews and summary results and any recommended action items will be made available upon written request by You. Section does not control, and has no responsibility or liability for, security issues caused by third-party services, systems or technologies.

3.2 Your Data.

Section does not own Your Data. You are solely responsible and liable for the content of Your Data including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of the foregoing, and obtaining any Intellectual Property Rights ownership or right to use the foregoing. You will not provide, upload, post or transmit any Your Data that: (a) infringes or violates any Intellectual Property Rights, publicity/privacy rights, law or regulation; or (b) contain Malicious Code. Section may take remedial action, including immediate suspension of Your access to the Service if Your Data violates this paragraph.

3.3 Usage Data.

Without limitation, Section may: (i) internally use and modify any Usage Data for the purposes of providing services to You , (ii) use and leverage learnings derived from Usage Data to enhance the Service for You and other customers, and (iii) publish Usage Data in a de-identified form including aggregated data for our business purposes without restriction. For the avoidance of doubt, such permitted uses of Usage Data shall include, but are not limited to, measurement of the number of transactions executed against tables in Section’s or solution developer tables and collection of technical logs, data, and learnings about Your use of the services (e.g., frequency of logins, volume of data collected or sent). Usage Data is distinct from Your Data and Section may not use Your Data for any reason without express written permission from You.

4. Intellectual Property Ownership; Other Rights

4.1 Section.

Section and its licensors own all rights, title and interest, including all related Intellectual Property Rights, in and to the Service, provided however, that Section does not own Your Solution. The Section name, the Section logo, and the product names associated with the Service are trademarks of Section or third parties. All rights not expressly granted in this Agreement by Section are reserved by Section.

4.2 You.

You retain all of your right, title and interest in and to the Your Data and Your Solution, provided that Your rights in Your Solution does not include any rights in or to the Service. You grant to Section all necessary licenses and rights in and to Your Data and Your Solution solely as necessary for Section to provide the Service to You or as required by law. Section will not knowingly use or access any Your Data and Your Solution except as necessary to provide the Service or Support Services. You hereby grant Section a nonexclusive, world-wide, royalty-free, paid-up, perpetual, irrevocable license to all of Your Intellectual Property Rights in Your Data and Your Solution solely to the extent necessary to provide you the Service.

4.3 Feedback.

In the event You elect to communicate to us suggestions for improvements to the Service or related services (collectively, “Feedback"), Section shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and Section shall be entitled to use the Feedback without restriction. Furthermore, any other content or information You post or provide to Section via comments, forums, emails and the like (collectively, “Communications") shall be considered the property of Section. You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as Section may require to document, perfect, and maintain our rights to the Feedback and Communications.

4.4 Press.

Subject to prior approval, You grant Section the option to issue a press release after execution of this agreement announcing that You have become a Section customer.

5. Fees, Billing, Renewal

5.1 Fees.

Fees for the initial term of the Service are described in an associated Order Form. Any renewal charge will be based on Section’s then-current fees. All fees are described and payable in U.S. Dollars. Section’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Section’s income.

5.2 Billing; Payment.

Section will issue invoices to You as described in an Order Form, provided that if the Order Form does not state invoice terms, Section will invoice You annually in advance. Unless otherwise stated in an Order Form, You shall pay all invoiced amounts within 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information and notifying Section of any changes to such information. All payment obligations are non-cancelable, and all amounts paid are nonrefundable, except as expressly set forth in the Agreement to the contrary.

5.3 Non-Payment.

In addition to any other rights granted to Section herein, Section reserves the right to suspend Your access to and use of the Service if You fail to pay any undisputed amount owed within 15 days of Your receipt of written notice from Section that Your payment is overdue. Overdue amounts are subject to a late charge of 2.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection.

6. Term

Each Order form commences on the Effective Date and will continue for the initial term specified in the associated Order Form, and if no initial term is specified in the Order Form, then for a term of 1 year (“Initial Term”) from the Effective Date unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of each Order Formwill automatically extend for successive terms of 1 year at Section’s then-current list price fees, unless either party terminates this Agreement, by notifying the other party in writing at least 60 business days prior to the expiration of the Initial Term or then-current extension term in which case the Agreement will terminate upon the expiration of the Initial Term or then-current extension term. Collectively, the Initial Term and any extension terms are the “Term.”

7. Suspension; Termination

7.1 Termination for Breach.

Either party may terminate this Agreement or any Order Form upon written notice if the other party materially breaches the Agreement or Order Form and does not cure such breach within 30 days after written notice of such breach.

7.2 Suspension.

Section may suspend Your access to and use of the Service immediately without notice if: (a) You are in breach of this Agreement, Additional Terms, or any Order Form, (b) Your use of the Service poses a security risk to the Service or any third party, (ii) Your use of the Service could adversely impact our systems, the Service or the systems or another Section customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent or constitute intentional misconduct or gross negligence. Section will reinstate access and use until You have cured the cause of the suspension.

7.3 Effects of Termination.

Upon the termination of this Agreement or any Order Form for any reason, any amounts owed to Section by You under this Agreement or Order Form before such termination will become immediately due and payable and all rights granted by Section under the Agreement shall immediately terminate. The rights and duties of the parties under Sections 3.3, 4, 5, 7.3 and 9-16 of the Agreement will survive the termination or expiration of this Agreement. In no event will termination relieve You of Your obligation to pay any fees payable to Section for the period prior to the effective date of termination. Upon termination of the Agreement, each Order Form then in effect shall continue for the remainder of its then-current term, without any further automatic renewal or extension, pursuant to its terms and the terms of the Agreement.

8. Representations & Warranties

8.1 Mutual Warranty.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.2 Data Warranty.

You represent and warrant that You own or have obtained all rights, consents, permissions, or licenses necessary to allow Section and the Service access to, or possession, manipulation, processing, or use of, the Your Data.

8.3 Functionality Warranty.

Section warrants that during the Term, the Service will operate in substantial conformity with the then-current version of the applicable Documentation. As Section’s sole obligation and Your sole and exclusive remedy for any breach of the foregoing warranty, Section shall use reasonable efforts to correct any non-conformance in the operation of the Service with this warranty of which You notifies Section within 30 days after the occurrence of such breach and, if Section cannot correct such error within 30 days from Section’s receipt of the notice, then You may terminate this Agreement pursuant to Section 8.1.

8.4 Third Party Software.

You represent and warrant that You have the right to (a) access and use with the Third Party Software as implemented and used by You in association with the Service and Solution, and as used by Customers. If Your Solution cannot, for any reason not caused by Section, access any Third Party Software: (a) Your Solution may not be able to provide those features or functionalities, and (b) Section will be excused from any nonperformance of Your Solution.

8.5 Your Additional Warranties.

You represent and warrant: (i) that You are solely responsible for Your Solution, including without limitation, the accuracy, appropriateness and completeness thereof, (ii) that You have the necessary rights and licenses, consents, permissions, waivers and releases to use Your Data, and to provide Your Data to Section; (iii) that Your Data and Your Solution do not (a) violate, misappropriate or infringe any rights of us or any third-party, (b) constitute defamation, invasion of privacy or publicity, or otherwise violates any rights of any third-party, or (c) contain Malicious Code.

9. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, SECTION AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE SERVICE, ANY CONTENT, OR ANY PROFESSIONAL SERVICES PROVIDED UNDER THIS AGREEMENT, AND THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SECTION AND ITS LICENSORS.

10. Mutual Indemnification

10.1 Your Indemnity.

You shall indemnify and hold Section, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of, or in connection with a claim arising from or related to (a) the Your Data, Third Party Software procured by You, and Your Solution, (b) your use of the Service in breach of the Agreement, (c) Your Customers, including their use of the Solution or Service, or (d) Your violation of Applicable Law, rule, or regulation.

10.2 Section’s Indemnity.

If any action is instituted by a third-party against You based upon a claim that the Service but expressly excluding Your Solution, as provided, infringes a United States patent, copyright or trademark, then Section will defend such action at its own expense on behalf of You and will pay all damages attributable to such claim which are finally awarded against You or paid in settlement of such claim. Section may, at its option and expense, and in addition to defending You as set forth in the previous sentence, as Your exclusive remedy hereunder: (a) procure for You the right to continue using the Service; (b) replace or modify the Service so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and Your access to the Service and refund any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement. Section will have no liability to You for any infringement action that arises out of a breach of the terms and conditions of this Agreement by You or of the use of the Service (i) after it has been modified by You or a third-party without Section’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by Section where the combination is the basis for the infringing activity. This paragraph sets forth the entire obligation of Section and Your exclusive remedy against Section or any of its suppliers for any infringement claim.

10.3 Procedure.

A party seeking indemnification under this Section 10 will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim; and (c) provide to the other party all available information and assistance.

11. Limitation of Liability

EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 10, OR BREACH OF ITS OBLIGATIONS IN SECTION 12, NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 24 MONTHS PRECEDING THE FIRST INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5.

EXCEPT FOR A PARTY’S OBLIGATIONS UNDER SECTION 10, OR BREACH OF ITS OBLIGATIONS IN SECTION 12, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, OR ANY LOST PROFITS, LOSS OF DATA, REVENUE, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Confidentiality.

12.1 Confidential Information.

Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).

12.2 Protection of Confidential Information.

The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 12.2. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

12.3 Exceptions.

The Receiving Party’s obligations under Section 12.2 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third-party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Disclosure pursuant to Section 12.3(iii) shall not render Confidential Information as non-confidential or remove such Confidential Information from the obligations of the confidentiality obligations set forth in this Section 12.

12.4 Return of Confidential Information.

The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 12.4.

13. Assignment; Change in Control

This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in the case of either Party, in which case the Party may assign the Agreement and its rights and obligations in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) Section, (ii) a sale or other disposition of all substantially all of the assets of Section, or (iii) any other form of combination or reorganization involving (directly or indirectly) Section. Any purported assignment in violation of this section shall be void.

14. Choice of Law; Dispute Resolution

This Agreement shall be governed by Colorado law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Any action for enforcement or interpretation of this Agreement, or any proceeding in any way relating to the subject of this Agreement, must be instituted only in the state or federal courts in the County of Denver, State of Colorado. Each party hereby consents to the personal jurisdiction of the Colorado courts in any such action, and waives any objection in any such action based on improper venue, inconvenient forum, or similar grounds..

15. General

No text or information set forth on any other purchase order, preprinted form or document (other than an associated Order Form or invoice, if applicable) shall modify the terms and conditions of this Agreement. In the event of a conflict between the terms in the main body of this Agreement and the terms in any Order Form or invoice, the Order Form or invoice will prevail and control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between You and Section. You shall not use Section’s name or trademarks publicly without Section’s prior consent. The failure of Section to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by Section in writing. This Agreement, together with any associated Order Form or invoice comprises the entire agreement between You and Section and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. All notices required or permitted under this Agreement must be delivered in writing by courier, facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice hereunder will be effective (a) upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s country, whichever occurs sooner, or (b) if delivered by email, upon receipt of email if delivered by email with a fax or overnight courier confirmation sent on the same day. Any notice to Section will be delivered to Section at the address set forth in the applicable Order Form (unless the address is subsequently updated by Section in writing. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure. This Agreement may be signed by facsimile or electronic signature, and/or in counterparts, each of which will constitute an original, but all of which together will constitute the same instrument.

16. Definitions

As used in this Agreement the following terms have these meanings:

“Affiliate” means any entity (now existing or hereafter formed or acquired), which, directly or through one or more intermediaries, controls, is controlled by, or is under common control with, another entity. Ownership of fifty percent (50%) or more of the voting stock, membership interests, partnership interests, or other equity of an entity shall be deemed to be in control over such entity.

“Applicable Law” means any and all laws, statutes, ordinances, rules, regulations, directives, edicts and similar governmental requirements of all international, federal, provincial, state, county, city, and borough departments, bureaus, boards, agencies, offices, commissions and other subdivisions thereof, or any other governmental, public, or quasi-public authority, in each of the foregoing cases, that is applicable to party to this Agreement at a particular moment in time.

“Appropriate Security Measures” means commercially reasonable technical, physical and procedural controls to (i) protect Your Data against destruction, loss, alteration, unauthorized disclosure to third parties, and unauthorized access by employees or contractors employed by Section, and (ii) prevent the introduction of Malicious Code into the Service.

“Customer” means any third party to whom you allow access to and use of Your Solution.

“Your Data” means any business data, information or content (including without limitation personally identifiable information) provided, made available, or submitted by You to the Service through Service APIs, including through Your Solution or any other API calls.

“Documentation” means Section’s published documentation, knowledge base articles and other content, and technotes that are generally made available by Section to all customers, including without limitation the materials located at https://www.section.io/docs/.

“Force Majeure” means events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Section’s employees), telecommunications or network failures or delays, service or computer failures involving services, hardware, or software not within Section’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks).

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Malicious Code” means code, files, scripts, agents, programming routines, macros, or programs intended to or that may do harm, damage, or surreptitiously intercept or expropriate any system, network, software, data or personal information including, for example, viruses, worms, time bombs and Trojan horses.

“Service” means Section’s Edge platform for applications, along with any software made available by Section in connection with such services, including software development kits and application programming interfaces.

“Support Incident” means (i) a basic question related to the use or configuration of the Service where the use or configuration is consistent with guidance in the Documentation, and (ii) a reproducible non-conformity in the Service causing the Service not to operate in substantial conformance with the applicable Documentation. Support Incidents do not include issues or support related to or arising from integrations with Third Party Services, Your Solution, third-party systems, products, software, or services, or Your network, hardware, content, or systems.

“Third Party Software” means (a) a third-party’s software application or service procured by You at Your cost, and (b) software developed by You, in each of the foregoing cases, to be used in conjunction with the Service to create Your Solution.

“Third Party Infrastructure” means any IT or network infrastructure provided by third-parties that is offered by Section for configuration and use through the Service.

“Usage Data” means any and all data collected or generated by the Service or Section related to or in connection with Your use of the Service, provided that it does not identify You (including without limitation, any information of or related to device data and information, network monitoring, analysis in an aggregated form).

“User(s)” means individuals authorized by You to use the Service, and may include Your employees, representatives, consultants, contractors, partners, agents, suppliers or vendors.

“Your Solution” means any new software and technology solution you create using the Service, Third Party Software, and Third Party Infrastructure that you will offer for use to third parties.