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“Affiliates” means any entity that is controlled or under common control with Customer. For the purposes of this Agreement, an Affiliate may mean a third-party that Customer has authorized to operate under its Agreement.
“Agreement” means this Subscription Agreement and any Sales Orders. “FVT” means First Vision Technologies Limited, owner of trails247.com. “Customer Data” means data and information submitted by Customer in connection with its use of the Services.
“Customer” means the entity identified in the Sales Order(s) and its Affiliates. “Documentation” means any written or electronic documentation, images, video or text specifying the functionality of the Software or Services that is provided or made available by FVT to Users. “Effective Date” is the earlier of the date on each Sales Order or the date a User accepts the Agreement.
“Limited Offering” means a limited quantity and/or functionality of Services for a limited term at reduced or no charge (for example, as a trial subscription or free demonstration. “Malicious Software” means any file, script, agents or programs intended to do harm such as a virus, malware, Trojan horse, time bomb, worm or other similar harmful software. “Sales Order(s)” means any order form approved by Customer and specifying the Services including, among other things, the Customer, the number and type of Users, the Subscription Term and the Effective Date.
“Services” means the internet-based solution specified in the Sales Orders including the Software, Documentation and on-going maintenance and technical support for the Software. “Software” means software provided by FVT, either by download and/or access through the internet, that allows the User to access any functionality in connection with the Services. “Subscription Term” means the period that Customer has the right to use the Services specified in the Sales Order(s) including the initial term and any renewal terms.
“User” means an individual authorized by Customer to use the Services and/or Software including, but not limited to, employees, consultants, contractors and third parties whom you have supplied with a specific user identification.
a) Access and Use. FVT hereby grants Customer a limited, non-exclusive, revocable, non-transferable right to access the Service and use the Software in for its internal business purposes during the Subscription Term and subject to the terms of the Sales Order(s), this Agreement and the Documentation. Customer may not sub-license or transfer the rights granted by FVT in this Agreement.
b) Subscriptions. Unless otherwise specified in a Sales Order, a) Services are purchased as subscriptions, b) new subscriptions may be added during a Subscription Term at the same price as the underlying subscription and prorated for the portion of that Subscription Term remaining; c) any added subscriptions will terminate on the same date as the underlying subscriptions; and d) most subscriptions have an auto-renewal provision.
c) Usage Limits. Services are subject to usage limits specified in the Sales Order(s) and Documentation. Unless otherwise approved in writing by FVT: a) the Services may not be accessed by more than the number of Users specified in the Sales Order(s); b) a User’s password may not be shared with another individual; c) except as set forth in a Sales Order, a User’s identification may only be reassigned to a new individual replacing one that is no longer using the Service; d) Customer may not exceed the allowable amount of data specified with the Services; e) Customer shall not disassemble, decompile, reverse engineer (except to the extent that the reverse engineering restriction is prohibited by law and then Customer shall provide FVT prompt written notice of any such action), copy, distribute, modify or sell Services except as expressly and unambiguously permitted by this Agreement. If Customer violates this section, FVT shall have the right to immediately suspend Services.
d) Availability. Services are provided as available and FVT makes no guarantee that the Services will be available continuously. FVT shall endeavor to provide Services availability of 99.0% measured annually. FVT reserves the rights to perform monthly maintenance activities aimed at updating its systems with recommended patches and fixes. Planned maintenance will be limited to Sundays between 7:00am and 7:00pm GMT. Administrative and support services will be available. FVT reserves the right to temporarily suspend access to the Services: a) during planned downtimes for upgrades and maintenance (reasonable notice of such downtimes will be provided to Customer); b) during any unavailability beyond our reasonable control such as acts of God, acts of terror or civil unrest; c) during technical failures beyond our control such as inability to access the internet or denial of service attacks; or d) if FVT suspects or detects Malicious Software.
e) Internet Connection. Internet connection is required for proper use of the Services. Customer is responsible for procuring and maintaining network connections that connect Users to the Services, including but not limited to, 'browser' software that supports protocols used by FVT. FVT is not responsible for notifying Customer or Users of any upgrades, fixes or enhancements to any such software or for any compromise of Customer Data transmitted across networks or telecommunications facilities that are not owned, operated or controlled by FVT.
f) Reservation of Rights. FVT and its licensors retain all right, title, and interest to all intellectual property created, used, or provided by FVT for the purposes of this Agreement, including, but not limited to, all Software and Documentation. FVT shall own all right, title, and interest in and to all modifications, improvements or derivatives of any part of the Services (created by either party). Customer hereby makes all assignments necessary to provide FVT such ownership rights. Notwithstanding anything in this Agreement to the contrary, FVT will always retain any and all ownership rights in FVT’s technology. For technology advances and production efficiency, FVT reserves the right, from time to time, in its sole discretion and without incurring any liability to Customer to: (a) discontinue or limit its provision of any Services upon ninety (90) days notice; (b) without materially impairing the applicable functionality, alter the specifications, design, construction or territorial or other market scope of distribution of any product or service; and (c) change its sales and distribution policies and practices. FVT will cooperate with Customer to reduce any inconveniences caused by any change under this section.
g) Customer Data. Customer is solely responsible for securing and maintaining all rights needed for FVT to provide the Services. All rights, title and interest in and to Customer Data are, and shall remain, the property of Customer and/or its Affiliates or Users and all intellectual property rights including copyright, trademark, and trade secret rights in Customer Data are and will remain the property of Customer and/or its Affiliates or Users. Subject to FVT’s confidentiality obligations, Customer hereby grants to FVT throughout the term of this Agreement and after the term as necessary for any FVT post-termination obligations to Customer, the necessary rights or license to use Customer Data solely as necessary for FVT to perform its obligations under this Agreement. Customer shall provide FVT, in the form and format and specified by FVT, all Customer data reasonably required by FVT to provide, monitor and improve the Services. Customer agrees that FVT may use Customer information to develop aggregated statistics and other information compiled from all subscribers to the Service.
h) Updates. Any new or modified functionality added to the Software or Services and any updates or enhancements to the Service are subject to the terms of this Agreement. FVT reserves the right to deploy updates or enhancements at any time.
i) Feedback.If Customer provides any feedback to FVT concerning the functionality or performance of an Application (including identifying potential errors and improvements), Customer hereby assigns to FVT all right, title, and interest in and to the feedback, and FVT is free to use the feedback without payment or restriction.