Master Subscription Agreement 20130501
This Master Subscription Agreement ("Agreement") is made and entered into as of the Order Form Effective Date of the first Order Form executed between Flip to, Inc. ("Flip.to") and the Customer ("Customer"), described in such Order Form. CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS AGREEMENT. BY SIGNING AN ORDER FORM OR ACCESSING OR USING SERVICES OF FLIP.TO, CUSTOMER CONFIRMS THAT CUSTOMER HAS READ AND ACCEPTS THIS AGREEMENT. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS CUSTOMER MAY REFERENCE OR PROVIDE, FLIP.TO'S OFFER OR ACCEPTANCE (AS APPLICABLE) TO ENTER INTO AN AGREEMENT WITH CUSTOMER WITH RESPECT TO THE SERVICES IS EXPRESSLY LIMITED TO THIS AGREEMENT AND CONDITIONED ON CUSTOMER'S ASSENT HERETO.
The terms and conditions of this Agreement shall govern the Services to be provided by Flip.to under any Order Form submitted by Customer and accepted by Flip.to, as though the provisions of this Agreement were set forth in their entirety within such Order Form, and so that each Order Form and this Agreement shall be considered one, fully integrated document and agreement. The term "Flip.to" shall include any third parties which are providing third party Services identified in an applicable Order Form. A Definitions section is included at the end of this Agreement. Customer agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Flip.to regarding future functionality or features.
1. License Grant, Limitations & Restrictions
Subject to the terms and conditions of this Agreement, Flip.to hereby grants Customer a non-exclusive, non-transferable, assignable per the Assignment Section, worldwide limited license to use the Services provided hereunder solely for Customer's own business purposes and only for the specific time periods as set forth in each fully executed Order Form, except as otherwise provided in an applicable Order Form. In addition, and to the extent that an applicable Order Form includes any third party provider products, such may require Customer's agreement to additional or different license terms as described in the applicable Order Form. All rights not expressly granted to Customer are reserved by Flip.to and its licensors. Flip.to reserves the right to make changes, modifications and enhancements to the Services from time to time.
2. Limitations on Use
Customer may not release to any third party the results of any evaluation of the Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of Flip.to. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) reverse engineer the Services; or (iv) access the Services in order to build a competitive product or service. For the avoidance of doubt, and subject to the license grant/limitations/restrictions in Section 1 above, nothing in this Section 2 shall be deemed to prohibit Customer from allowing Customer's customers from accessing the functionality of the Services, via interfaces, portal applications and the like, for its internal business purposes. Additionally, Customer shall not use the Services to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or be in violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.
3. Order Process
Customer shall order the Services by completing and signing an Order Form. Flip.to shall accept or reject such Order Form within ten (10) days. Each accepted, fully executed Order Form shall be deemed to become incorporated herein by reference as if attached and made an integral part of this Agreement. In the event that Customer's business practices require a purchase order number be issued prior to payment of any Flip.to invoices issued pursuant to an Order Form, then such purchase order number must be provided to Flip.to prior to the Effective Date of such Order Form. Customer's execution and return of applicable Order Form to Flip.to without designating a purchase order number shall be deemed an acknowledgement that no purchase order number is required for payment of invoices hereunder. Additionally, terms, provisions or conditions on any purchase order, acknowledgement, or other business form or writing that Customer may provide to Flip.to or use in connection with the procurement of Services (or any software) from Flip.to will have no effect on the rights, duties or obligations of the parties hereunder, regardless of any failure of Flip.to to object to such terms, provisions or conditions.
4. Customer's Responsibilities
Customer is responsible for all activity occurring under Customer's User accounts and shall comply with all applicable laws and regulations in connection with Customer's use of the Services, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations. Customer shall: (i) notify Flip.to immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services; (ii) report to Flip.to immediately and use reasonable efforts to stop immediately any copying or distribution or misuse of Content, Flip.to Platform, Services or Deliverable that becomes known or suspected by Customer or Customer's Users; and (iii) not impersonate another Flip.to user or provide false identity information to gain access to or use the Services. Customer shall indemnify and hold Flip.to, 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) to the extent arising out of or in connection with a claim alleging that use of the Customer Data infringes a copyright, patent, or a trademark of, or has caused harm to the rights of, a third party provided in any such case that Flip.to (a) promptly gives notice of the claim to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle such claim unless such settlement unconditionally releases Flip.to of all liability and does not adversely affect Flip.to's business or Service); (c) provides to Customer all available information and reasonable assistance; and (d) has not compromised or settled such third-party claim.
5. Account Information & Data
Flip.to does not own any Customer Data. Customer, not Flip.to, shall have sole responsibility for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use all Customer Data, and Flip.to shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of Customer Data not caused by Flip.to. Flip.to's use of Customer Data shall be limited to the purpose of providing the Services to the Customer and for Flip.to to meet its obligations hereunder. As part of the Services and during the Term, Flip.to makes available to Customer the ability to export a file of the Customer Data. Customer agrees and acknowledges that (i) Flip.to is not obligated to retain any Customer Data for longer than 30 days after termination, and (ii) Flip.to has no obligation to retain Customer Data, and may delete Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding Fees. Upon termination for cause resulting from an uncured breach, Customer's right to access or use Customer Data immediately ceases, and Flip.to shall have no obligation to maintain or forward any Customer Data.
6. Professional Services
If professional services (such as implementation, training, consulting, etc.) are included in any Order Form ("Professional Services"), in addition to the provisions in any mutually agreed upon Statement of Work ("SOW") the following provisions shall apply. Flip.to shall retain all ownership rights to any and all Deliverables excluding, any pre-existing technology or materials supplied by Customer for incorporation into such Deliverable. Flip.to grants Customer a royalty-free, non-exclusive, non-transferable, non-assignable worldwide license to use any Deliverable, to the extent necessary to permit Customer to use the Deliverable in connection with the Services during the Term. Customer acknowledges that nothing in this Agreement shall restrict or limit Flip.to from performing similar services for any third party.
7. Intellectual Property Ownership
Flip.to alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Flip.to Platform, the Content, the Services and any Deliverables, including to any and all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, to any Deliverable, the Flip.to Platform or the Intellectual Property Rights owned by Flip.to. The Flip.to name, the Flip.to logo, and the product names associated with the Services are trademarks of Flip.to or third parties, and no right or license is granted to use them.
8. Customer's Third Party Interactions
During Customer's use of the Services, Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties showing their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between Customer and the applicable third-party. Flip.to and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. Flip.to does not endorse any sites on the Internet that may be linked through the Services and to the extent any links are provided by Flip.to, these are provided to Customer only as a matter of convenience, and in no event shall Flip.to or its licensors be responsible for any content, products, or other materials on or available from such sites.
9. Fees, Payment Terms, Taxes & Billing Contact
Customer shall pay all fees or charges as specified on each executed Order Form and/or SOW ("Fees"). All payment obligations are non-cancelable and all amounts paid are nonrefundable. Flip.to charges and collects in advance for Implementation Fees and first month usage as defined on each Order Form. Unless otherwise set forth in the applicable Order Form, payment terms are net thirty (30) days from the date of Flip.to's invoice, without offsets or deductions of any kind, and payment is due in US dollars.
All invoices will be delivered electronically via email to the designated contact located on the Contacts Sheet in accordance with the selected frequency terms on the Order Form. A generic email address specific to the Accounts Payable department, rather than a specific person's address is recommended to ensure receipt of invoice. Company is not responsible for "undeliverable" or returned emails.
If payment, under an applicable Order Form, is made via credit card or electronic money transfer (i.e. ACH), such payment is chargeable upon invoice date. In the event that Customer's use of the Services exceeds the committed Transaction Volume, additional fees shall apply as set forth in the applicable Order Form. Such Fees shall be assessed monthly or on a monthly equivalent basis (for quarterly or annual plans), in arrears. In the event Customer fails to make payments per payment terms as set forth in this Agreement or in any applicable Order Form, and legal enforcement by Flip.to is deemed necessary, Customer agrees to pay all reasonable legal fees and costs incurred by Flip.to.
Flip.to's Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Flip.to's income. If Flip.to has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Flip.to with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer believes Customer's bill is incorrect, Customer must contact Flip.to in writing within sixty (60) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Customer agrees to provide Flip.to with accurate billing and contact information, including Customer's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Administrator. Customer agrees to update this information within thirty (30) days of any change to it. If the contact information Customer has provided is false or fraudulent, Flip.to reserves the right to terminate Customer's access to the Services in addition to any other legal remedies.
Flip.to reserves the right to modify its Fees with respect to its Services and to introduce new charges to become effective upon the upcoming Renewal Service Term by providing Customer written notice at least forty-five (45) days prior to the end of the then current Service Term. Additionally, the Company reserves the right to increase the fees every twelve months for the Services described herein by no more than the greater of 3% or the annual Consumer Price Index for the latest twelve-month period, as published by the United States Department of Labor. In the event that Customer does not provide notice of termination to Flip.to as described in 10 below, such Fee changes shall become effective at the commencement of the next Renewal Service Term.
10. Agreement Term & Order Form Term
The Initial Term of this Agreement shall begin on the Order Form Effective Date of the first Order Form and shall continue in effect until all underlying Order Forms with Customer have expired in accordance with the terms of such Order Form(s), or if this Agreement is terminated earlier, as provided herein. Unless otherwise stated on the Order Form, the Order Form Effective Date will be set to the date the signed Order Form is returned to Flip.to by the Customer. The term of an applicable Order Form will begin on the Effective Date of the applicable Order Form and shall continue for the initial term specified in such Order Form ("Initial Service Term"). In the event that an Order Form contains Services added to an existing subscription, such added Services shall be billed on a pro-rated basis and will be coterminous with the Initial Service Term or applicable Renewal Service Term of such Order Form. Unless otherwise set forth in an applicable Order Form, or unless this Agreement is terminated as described in Section 12, upon expiration of the Initial Service Term of any Order Form, such Order Form(s) will renew automatically for a subsequent Renewal Service Term of twelve (12) months (subject to any Fees adjustment as set forth in Section 9, unless either party notifies the other party of its intent to terminate at least thirty (30) days prior to the end of the then current Service Term.
11. Non-Payment & Suspension
In addition to any other rights granted to Flip.to herein, Flip.to reserves the right to suspend or terminate this Agreement, any related Order Forms, and Customer's access to the Services if Customer's account becomes delinquent and is uncured for a period of ninety (90) days. In addition, Flip.to has the right to remove any credit terms provided in any Order Form in the event Customer's account becomes delinquent (e.g. net 30 payment terms will be reduced to net 0). Customer will continue to be charged for Fees during any period of Service suspension due to Customer's delinquency. If Flip.to initiates termination of this Agreement for cause, as further described in Section 12, Customer will be obligated to pay all remaining Fees due computed in accordance with their terms for the remainder of the applicable Order Initial Service Term, or Renewal Service Term thereof. Customer agrees that Flip.to may charge such unpaid Fees to Customer's credit card or via ACH payment, or otherwise bill Customer for such unpaid Fees.
12. Termination for Cause
This Agreement may be terminated for the following causes:
If a party is in default of its obligations and fails to cure default within thirty (30) days after receiving a written notice of default.
If a party is adjudicated as bankrupt.
If a party ceases its usual operations for three (3) consecutive days; force majeure, acts of God, and external power failures are exempt.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Flip.to further represents and warrants that the Services will perform substantially in accordance with the relevant product data sheet(s) as found at http://www.flip.to/features, under normal use and circumstances. In the event of a breach of this warranty, Customer's sole remedy and Flip.to's sole obligation will be for Flip.to to make reasonable commercial efforts to correct the non-conformity or, if Flip.to is unable to correct the non-conformity within ninety (90) days after Customer's written notice, for Customer to terminate the applicable Order Form and receive a refund on a pro-rata basis of any prepaid unused Fees under such Order Form.
14. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN SECTION 13, FLIP.TO AND ITS LICENSORS MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. FLIP.TO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FLIP.TO DOES NOT WARRANT THAT THE SERVICES, (INCLUDING PROFESSIONAL SERVICES OR RELATED DELIVERABLES, IF ANY), ARE OR WILL BE ERROR-FREE, WILL MEET CUSTOMER'S REQUIREMENTS, OR BE TIMELY OR SECURE. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF FLIP.TO TO ANY THIRD PARTY.
15. Internet Delays
FLIP.TO'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FLIP.TO IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT CAUSED BY FLIP.TO.
16. Limitation of Liability
IN NO EVENT SHALL FLIP.TO'S AND ITS LICENSORS AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 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 (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, 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.
17. Marketing
Customer grants Flip.to the right to use Customer's name, mark and logo on Flip.to's website, in Flip.to marketing materials, and to identify Customer as a Flip.to Customer; provided, however, that any such use must be pre-approved, not be unreasonably withheld, in writing by Customer. Customer further agrees that "Powered by Flip.to" or similar marks may appear in forms, web pages and other outputs of the Services.
18. Notice
All legal notices (i.e. claimed breach or termination of Agreement or Order Form(s)) required to be provided under this Agreement must be delivered in writing (a) in person, (b) by nationally recognized overnight delivery service or (c), by certified US mail to the other party at the address set forth in the applicable Order Form or as otherwise communicated to the other party in writing. All other notices from Customer to Flip.to may be made by emailing support@flip.to and Flip.to may give notice by emailing Customer's billing contact as specified on the Order Form. All notices shall be deemed to have been given upon receipt or, if earlier, two (2) business days after being deposited in the mail as required above. Either party may change its address by giving timely notice of the new address to the other party pursuant to this Section and identifying in such notice the date on which such change is effective.
19. Assignment
Customer may not assign this Agreement to any third party except upon Flip.to's prior written consent, which consent shall not be unreasonably withheld. This Agreement and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. In the event of a sale of all, or substantially all of its assets, or a change of control through stock sale, merger or otherwise, either party may assign this Agreement to any party. This Agreement shall be binding on either party's respective permitted successors and assigns. Any attempt to assign this Agreement in violation of this Section is null and void.
20. Confidentiality
The following terms and conditions will apply to all information disclosed by either party in connection with this Agreement, including but not limited to the terms of this Agreement Order Form or SOW, any modifications to the terms and provisions of the Agreement, Order Form or SOW made specifically for the Customer and not generally available to other members of the Flip.to Platform, business, supplier and financial information, customer and vendor lists, and pricing and sales information, concerning either party or any other members of the Flip.to Platform. ("Confidential Information") Confidential Information shall also include any information that either party designates as confidential during the term of this Agreement.
Both parties agree not to disclose Confidential Information to any third party and to use reasonable safeguards to protect all Confidential Information during the term of this Agreement and for a period of three (3) years after the expiration or termination of this Agreement. Both parties agree that Confidential Information shall remain strictly confidential and shall not be utilized, directly or indirectly, by either party for his, her or its own business purposes or for any other purpose except as authorized or contemplated herein or in case of an obligation to disclose this Confidential Information to legal or administrative authorities, both parties shall make use of all available efforts to notify the other party prior to disclosure of Confidential Information to legal or administrative authorities. Information shall not be considered "Confidential Information" to the extent that it is generally known or available to the public. All information shall be deemed confidential for the duration of this Agreement.
Confidential Information includes (a) Customer Data, (b) all pricing terms offered to Customer under any Order Form, and (c) the Flip.to Platform. In addition, neither party will disclose any pricing terms or other terms of this Agreement or the Order Form to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law, or (b) pursuant to a mutually agreeable press release.
21. Privacy Policy & Terms of Use
The Customer is aware of and accepts all of the terms and conditions of the Company Privacy Policy and Terms of Use as listed on Company website http://flip.to/privacy and http://flip.to/terms. The Company may modify any of the terms and conditions contained in Privacy Policy and Terms of Use, at any time in its sole discretion. Notification to the Customer of any changes by e-mail or posting of a change notice on the Company Website, at the Company's sole option, shall be considered sufficient notice to the Customer of a modification.
22. General
This Agreement shall be governed by Florida law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Orlando, Florida. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form) shall add to or vary the terms and conditions of this Agreement. 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. No joint venture, partnership, employment, or agency relationship exists between Customer and Flip.to as a result of this Agreement or use of the Services. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. This Agreement, together with any applicable Order Form(s) or SOWs (including any other documents referenced therein),comprises the entire agreement between Customer and Flip.to regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter.
23. Force Majeure
Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement, other than for delay in the payment of money due and payable hereunder, if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability (commercial impracticability meaning business is closed for more than 30 days and/or out of business, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party. Upon written notice, dates by which performance obligations are scheduled to be met, other than for delay in the payment of money due and payable hereunder, will be extended for a period of time equal to the time lost due to any delay so caused. As a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice (prompt written notice is considered to be no more than ten days from the date of cause), with full details following the occurrence of the cause relied upon. Force Majeure applies as of date of notice, and is not retroactive.
24. Definitions
As used in this Agreement and in any Order Form(s) associated herewith:
"Content" means the audio and visual information, documents, software, products and services contained in or made available via the Services, other than Customer Data;
"Licensed Project, Work Group, or Entity" means an identifiable Customer application(s), business unit(s), project(s), brand(s) or service(s) for which the Service is licensed, as set forth in the applicable Order Form;
"Customer Data" means any data, information or material that Customer, Customer's Users, or partners may disclose or submit to Flip.to or the Services in the course of using the Services;
"Order Effective Date" means the date identified in an Order Form as the date on which such Order Form shall be effective;
"Initial Service Term" means the contracted period specified in the applicable Order Form.
"Transaction Volume" means the unique visitor count, or other agreed upon measurement amount, invoiced by Customer using the Services for a specific monthly or other period as identified in the applicable Order Form and is measured by taking the sum of such agreed upon measurement amounts posted using the Services for such monthly or other period;
"Renewal Service Term" means each subsequent renewal period beginning on the expiration of the Initial Term;
"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;
"Administrator(s)" means those Users designated by Customer who are authorized to submit, whether electronically or in writing, Order Forms and to create Customer accounts and otherwise administer Customer's use of the Services;
"Order Form(s)" means the form evidencing the initial subscription order for the Services and any subsequent Order Forms submitted online or in written form, specifying, among other things, the Order Effective Date, Licensed Project, Work Group or Entity, Transaction Volume, and/or other services contracted for, the applicable Fees, the billing period, and other charges as agreed to between the parties, each such fully executed Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of the Order Form shall prevail);
"Flip.to Platform" means all of Flip.to's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Flip.to in providing the Services;
"Service(s)" means Flip.to's brand advocate platform identified during the ordering process, including Flip.to's technology, product catalog, applications gateway modules as described in the relevant product data sheet(s) as found at http://www.flip.to/features, developed, operated, and maintained by Flip.to and accessible via http://www.flip.to or another designated web site or IP address, or ancillary online or offline products and services provided or licensed to Customer by Flip.to, to which Customer is being granted access under this Agreement, including the Flip.to Platform, the Content and any product, service or license belonging to a third party that appears on an Order Form;
"User(s)" means Customer's employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by Customer (or by Flip.to at Customer's request);
"Deliverables" means any copyrightable works, products, discoveries, developments, designs, work product, deliverables, improvements, inventions, processes, techniques and know-how made, conceived, reduced to practice or learned by Flip.to (either alone or jointly with Customer or others) that result from Professional Services included in any Order Form and/or SOW, and provided to Customer hereunder.
Effective as of April 28, 2021
Last updated