This section of the agreement only applies to Client Area customers.
Posted: August 30, 2020
Effective: August 28, 2020
This Client Area Business Agreement (the "Business Agreement") is between Client Area ("Client Area") and the organization agreeing to these terms ("Customer"). This Business Agreement governs access to and use of the Services and Beta Services. By clicking "I agree," signing your contract for the Services, or using the Services, you agree to this Business Agreement as a Customer.
To the extent that Client Area is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, by clicking "I agree," you are also agreeing to the Data Processing Agreement and EU Standard Contractual Clauses, defined below, with Client Area for the transfer of Personal Data to processors.
If you are agreeing to this Business Agreement and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.
- Provision. The Agreement governs access to, and use of, the Services and Software purchased under an Order Form. Customer and End Users may access and use the Services in accordance with the Agreement.
- Modifications. Client Area may update the Services from time to time. If Client Area changes the Services in a manner that materially reduces their functionality, Client Area will notify Customer at the email address associated with the account, and Customer may provide notice within thirty days of the change to terminate the Agreement. This termination right will not apply to updates made to features provided on a beta or evaluation basis. For certain significant new features, Client Area may notify Administrators or End Users of the new features via email, provided that an option to unsubscribe from receiving such emails will be available to any potential recipient.
- Generally. Some of the Services allow Customer and End Users to download Software that may update automatically. If any component of the Software is offered under an open source license, Client Area will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of the Agreement with respect to that component of the Software.
- License. Client Area hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with the Agreement. This license is non-transferable (subject to Section 14.8), irrevocable (except as set forth in Section 9), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees.
- Customer Domains. Prior to providing the Services Client Area may require Customer to verify that Customer owns or controls the Customer Domains. If Customer does not own or control the Customer Domains, then Client Area will have no obligation to provide Customer with the Services.
- Customer Administration of the Services. Customer may specify End Users as Administrators, including through multiple tiers of Administrators, through the Admin Console. Administrators may be able to: (a) access, disclose, restrict or remove Customer Data in or from End User Accounts; and (b) monitor, restrict, or terminate access to End User Accounts. The End User Accounts Administrators may manage as described in the preceding sentence may include End User Accounts of lower tier Administrators. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts. Client Area’s responsibilities do not extend to the internal management or administration of the Services for Customer.
- Third Party Administration. The Customer acknowledges that, if the Customer purchases the Services through a reseller and designates any of the reseller's personnel as Administrators of the Customer's Services account, the reseller may be able to control account information, including Customer Data, and access the Customer's Services account as described above.
- Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 13. Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify Client Area of any unauthorized use of or access to the Services.
- Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; (e) violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits; or (f) establish a Client Area Business account as an individual for personal, family, or household purposes.
- Generally. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer will comply with laws and regulations applicable to Customer's use of the Services. Customer must satisfy itself that: (i) the Services are appropriate for its purposes, taking into account the nature of the Customer Data; and (ii) the technical and organizational requirements applicable to Client Area under EU Data Protection Laws are satisfied by the Security Measures and the Agreement.
- End Users. Customer is responsible for use of the Services by its End Users. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in the Agreement and to allow Client Area to deliver the Services.
- Customer Actions. Customer will not take any action that would cause Client Area to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law.
- Customer Inspections. If, after reviewing the materials in Section 2.5.d above, Customer reasonably believes it needs further information in order to meet its compliance obligations, Client Area will use commercially reasonable efforts to respond to written requests by Customer regarding the materials. If Customer is not satisfied with Client Area’s response to questions provided pursuant to this Section 2.6.f, Client Area will permit Customer, or an agreed upon Customer representative, subject to appropriate confidentiality obligations, to visit Client Area’s premises and discuss Client Area’s responses with Client Area personnel. Client Area reserves the right to: (a) charge a separate fee for its reasonable costs associated with performing any of its obligations in this Section 2.6.f, provided that Client Area will provide an estimate of these fees to Customer prior to incurring the costs; or (b) object to any Customer representative participating in an inspection on the basis that they are not qualified, are not bound by an adequate requirement to protect confidential Client Area information, or are a competitor of Client Area. For Customer inspections pursuant to this Section 2.6.f, the Parties will first mutually agree on the scope, timing, and duration of the inspection. Client Area reserves the right to limit the scope and duration of an inspection to the extent reasonably necessary to avoid compromising the integrity of Client Area's security or any Client Area customer’s or end user’s data.
- HIPAA. Customer will not store, transmit or otherwise process any information via the Services that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), unless Customer and Client Area separately enter into a HIPAA Business Associate Agreement, which may be done via the Admin Console.
- Third-Party Apps and Integrations. If Customer uses any third-party service or applications, such as a service that uses a Client Area API, with the Services: (a) Client Area will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of Customer Data; and (b) Client Area does not warrant or support any service provided by the third-party. Customer will comply with any API limits associated with the Services plan purchased by Customer.
- Customer Data Limitations. This Agreement constitutes Customer’s instructions to Client Area to Process Customer Data. Client Area, Client Area personnel and its Subcontractors will only Process, access, use, store, and transfer Customer Data as Customer instructs in order to deliver the Services and to fulfill Client Area's obligations in the Agreement. The categories of Personal Data to be processed by Client Area and the processing activities to be performed under this Agreement are set out in the Data Processing Agreement. Client Area will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by applicable law or on important grounds of public interest. Any Client Area personnel who have access to Customer Data will be bound by appropriate confidentiality obligations.
- Security Measures. Client Area will use industry standard technical and organizational security measures to transfer, store, and Process Customer Data that, at a minimum, will comply with the Security Measures. Client Area may update the Security Measures from time to time. Client Area will provide Customer with at least sixty days prior notice if Client Area updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole. Within five business days of receipt of this notice, Customer may elect to terminate the Agreement and associated Order Forms by providing written notice to Client Area.
- Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact Client Area only if it cannot comply with the Third-Party Request despite diligent efforts.
- Client Area Responsibility. If Client Area receives a Third-Party Request, Client Area will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of Client Area's receipt of a Third-Party Request; (ii) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to respond to the Third-Party Request. If Client Area is prohibited from notifying Customer of a Third-Party Request or Customer fails to promptly respond to any Third-Party Request, then Client Area may, but will not be obligated to do so, to the extent permitted by applicable law.
- Customer Data Sharing. The Services may enable End Users to share Customer Data, including to other Customer End Users and to third parties. Recipients of shared Customer Data may access, view, download, and share this Customer Data, including in and through their own Services accounts. Customer understands: (a) it is solely Customer's, and its End Users', choice to share Customer Data; (b) Client Area cannot control third parties with whom Customer has shared Customer Data; and (c) Customer and its End Users are solely responsible for their use of the Services, including any sharing of Customer Data through the Services.
- Data Transfer. Customer agrees that Client Area and its Subcontractors may transfer Customer Data to and access, use, and store Customer Data in locations other than Customer's country.
- Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is processed by Client Area on Customer's behalf, Customer and Client Area agree to the Data Processing Agreement. The Data Processing Agreement applies only to the Services, and does not apply to Beta Services.
- Fees. Customer will pay Client Area or Customer's reseller all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between Customer and Customer’s reseller. Customer authorizes Client Area, or Customer's reseller, to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Agreement.
- Payment. Customer will pay Client Area invoices on the payment interval set forth in the Order Form. Client Area may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to Client Area or to Customer's reseller.
- Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. Client Area, or Customer's reseller, will charge Taxes when required to do so. If Customer provides Client Area or its reseller with a valid exemption certificate, Client Area will not collect the taxes covered by that certificate.
- Withholding Taxes. Customer will pay Client Area or its reseller net of any applicable Withholding Taxes. Customer and Client Area, or Customer's reseller if applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If Client Area or Customer's reseller qualifies for a tax exemption, or a reduced treaty withholding rate, Client Area or Customer's reseller will provide Customer with reasonable documentary proof. Customer will provide Client Area or Customer's reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
- Auto-renewals and Trials. IF THE CUSTOMER'S ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND THE CUSTOMER HAS ALREADY PROVIDED A METHOD OF PAYMENT TO CLIENT AREA FOR THE SERVICES, CLIENT AREA(OR THE CUSTOMER'S RESELLER) MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES CLIENT AREA (OR THE CUSTOMER'S RESELLER, AS APPLICABLE) THAT THE CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL. Client Area may revise Services rates by providing the Customer at least thirty days' notice prior to the next charge.
- Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If the Customer is purchasing via a reseller, any terms and conditions from the Customer's reseller or in a purchase order between the Customer and its reseller that conflict with the Agreement are null and void.
- Of End User Accounts by Client Area. If an End User: (a) violates the Agreement; or (c) uses the Services in a manner that Client Area reasonably believes will cause it liability, then Client Area may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Client Area may do so.
- Reselling without authorisation. According to clause "Customer obligations" point 4: "Restrictions", the suspension of Services will go into effect if the Services have been resold by Customer without prior written consent.
- Security Emergencies. Notwithstanding anything in the Agreement, if there is a Security Emergency, Client Area may automatically suspend use of the Services. Client Area will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
Intellectual Property Rights
- Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant: (a) Client Area any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services or Client Area trademarks and brand features.
- Limited Permission. Customer grants Client Area only the limited rights that are reasonably necessary for Client Area to deliver the Services. This limited permission also extends to Subcontractors or Sub-processors.
- Suggestions. Client Area may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send Client Area or post in Client Area's forums without any obligation to Customer.
- Agreement Term. The Agreement will remain in effect for the Term.
- Services Term. Client Area will deliver the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.
- Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either Party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term. If Customer has provided a payment method to Client Area for recurring charges as provided in Section 5.5, Customer may elect to terminate the Agreement via the Admin Console prior to the day a Renewal Term begins.
- Generally. Either Party may terminate the Agreement, including all Order Forms, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. Client Area may terminate this Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of the Acceptable Use Policy.
- Effects of Termination. If the Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by Client Area to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that Client Area may charge Customer for this extended access based on Client Area's then-current standard fees; and (c) Client Area will delete any End User Accounts and Stored Data in Customer's account in a commercially reasonable period of time following receipt of an Administrator's request to do so prior to termination of the Services. Client Area may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence and Customer is responsible for following these instructions to initiate a deletion.
- Survival. The following sections will survive expiration or termination of the Agreement: 3.3 (Third Party Requests), 5 (Payment), 7 (Intellectual Property Rights), 9.2 (Effects of Termination), 9.3 (Survival), 10 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Disputes), and 14 (Miscellaneous). Notwithstanding the foregoing, Section 3.3 (Third-Party Requests) shall not survive termination if Client Area has exercised a right to terminate the Agreement.
- By Customer. Customer will indemnify, defend, and hold harmless Client Area from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Client Area and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; or (c) Customer's, or Customer's End Users', use of the Services in violation of the Agreement.
- By Client Area. Client Area will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Customer to the extent based on an allegation that Client Area's technology used to deliver the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Client Area have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by Client Area; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
- Possible Infringement. If Client Area believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Client Area may: (a) obtain the right for Customer, at Client Area's expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If Client Area does not believe the options described in this section are commercially reasonable, then Client Area may suspend or terminate Customer's use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
- General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE CLIENT AREA AND CUSTOMER'S ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
- Generally. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, NEITHER CUSTOMER NOR CLIENT AREA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.
- Beta Services.
- Use In Customer's Discretion. Despite anything to the contrary in the Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same Security Measures and auditing to which the Services have been subjected; and (e) CLIENT AREA WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.
- Feedback. Client Area offers Beta Services in order to get user feedback. In exchange for using Beta Services, Customer Agrees that Client Area may contact Customer and its End Users to obtain feedback regarding Beta Services. Customer agrees to: (i) and hereby does, assign to Client Area all right, title, and interest in any feedback; and (ii) provide Client Area any reasonable assistance necessary to document and maintain Client Area rights in the feedback. This feedback may include oral or written comments, suggestions, error reports, and analysis.
- Confidential. Beta Services are confidential until officially launched by Client Area. Customer will take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures Customer takes to protect its own confidential information of a similar nature. Customer will not disclose information regarding Beta Services to any third parties, and will keep new features and functionality confidential until officially launched by Client Area. Customer may disclose information regarding Beta Services to the extent required by law or regulation if Customer gives Client Area reasonable advance written notice, to the extent permitted, so Client Area can seek to prevent or limit the disclosure.
Limitation of Liability
- Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR CLIENT AREA OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR CLIENT AREA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THE AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AREA AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER TO CLIENT AREA HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 14.6. If a dispute is not resolved within thirty days of notice, Customer or Client Area may bring a formal proceeding.
- Arbitration. Customer and Client Area agree to resolve any claims relating to the Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco (CA), or any other location both parties agree to in writing.
- Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of San Francisco County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Client Area consent to venue and personal jurisdiction there.
- NO CLASS ACTIONS. Customer may only resolve disputes with Client Area on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
- Terms Modification. Client Area may revise this Agreement from time to time and the most current version will always be posted on the Client Area Business website. If a revision, in Client Area's sole discretion, is material, Client Area will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Client Area's blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.
- Entire Agreement. The Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire agreement between the Parties related to this subject matter. All attachments to this Business Agreement, the Data Processing Agreement, Customer invoices, and Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.
- Interpretation of Conflicting Terms. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: the invoice, the Services Addenda, Order Form, the Business Agreement. The terms and conditions of the Agreement will be considered the confidential information of Client Area, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to the Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and the Agreement will control if there is a conflict.
- Governing Law. THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
- Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
- Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Client Area must be sent to Client Area Legal at email@example.com, with a copy to Client Area Attn: Rein Oestfelt, 13, Flat 2, Triq il-Vjola, RBT3100, Rabat, Malta, attn.: Rein Oestfelt.
- Waiver. A waiver of any default is not a waiver of any subsequent default.
- Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under the Agreement without the written consent of Client Area, except that Customer may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing written notice to Client Area. Client Area may not assign the Agreement without providing notice to Customer, except Client Area may assign the Agreement or any rights or obligations under the Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
- No Agency. Client Area and Customer are not legal partners or agents, but are independent contractors.
- Subcontracting. Customer consents to Client Area's appointment of Subcontractors, including Sub-processors, to perform the Services. Client Area will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations. Client Area will list its current Sub-processors or another link provided by Client Area from time to time when requested. Client Area may add or remove Sub-processors from time to time. Client Area will inform Customer in advance of new Sub-processors via a subscription mechanism described in the list of Sub-processors linked above. If Customer objects to a change, it will provide Client Area with notice of its objection to firstname.lastname@example.org including reasonable detail supporting Customer’s concerns within sixty days of receiving notice of a change from Client Area or, if Customer has not subscribed to receive this notice, within sixty days of Client Area publishing the change. Client Area will then use commercially reasonable efforts to review and respond to Customer’s objection within thirty days of receipt of Customer’s objection. Client Area's response to Customer’s objection will include, at a minimum, reasonable accommodations, if any, that Customer or Client Area can take to limit or prevent a new Sub-processor from acting as a processor of Customer Data when Customer makes use of the Services. If Client Area does not respond to a Customer objection as described above, or cannot reasonably accommodate Customer’s objection, Customer may terminate the Agreement by providing written notice to Client Area: (a) within thirty days of receipt of a Client Area response that does not comply with this Section 14.10; or (b) if Client Area fails to respond, within thirty days of the date Client Area's response was due.
- Force Majeure. Except for payment obligations, neither Client Area nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
- No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under the Agreement.
"Acceptable Use Policy" means the Client Area acceptable use policy set forth at the following link, or other link that Client Area may provide: https://www.client-area.io/acceptable-use.
"Account Data" means the account and contact information submitted to the Services by Customer or End Users.
"Administrator" means a Customer-designated technical End User who administers the Services to End Users on Customer's behalf, through multiple tiers.
"Admin Account" means an administrative account provided to Customer by Client Area for the purpose of administering the Services.
"Admin Console" means the online tool provided by Client Area to Customer for use in administering the Services.
"Affiliate" means any entity that controls, is controlled by or is under common control with a Party, where "control" means the ability to direct the management and policies of an entity.
"Agreement" means, collectively, this Business Agreement, each applicable Order Form, the Data Processing Agreement and, if applicable, the HIPAA Business Associate Agreement and any Services Addenda entered into by the Parties.
"Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
"Claim" means a claim by a third party, including a regulatory penalty.
"Customer Data" means Stored Data, Account Data, and messages, comments, structured data, images, and other content submitted to the Services by Customer or End Users.
"Customer Domains" means Customer's Internet domain names.
"Data Processing Agreement" means the agreement with Client Area related to compliance with EU Data Protection Laws set forth at the following link: https://www.client-are.io or other link that Client Area may provide.
"EEA" means European Economic Area.
"Effective Date" means the date this Business Agreement is last signed by a Party.
"End Users" means users of Customer's Services account. End Users may include Customer's and its Affiliate's employees and consultants.
"End User Account" means a Client Area hosted account established by Customer through the Services for an End User.
"EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.
"Excluded Features" means services or features listed here https://www.client-area.io, which list may be updated from time to time by Client Area, provided that non-Beta features incorporated in the Services as of the Effective Date will not be transitioned to the Excluded Features list during the Term.
"Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
"Fees" means the amounts invoiced to Customer by Client Area for the Services.
"HIPAA Business Associate Agreement" means an agreement between Customer and Client Area detailing each Party's obligations regarding "Protected Health Information" under the HIPAA Privacy Rule (45 C.F.R. Section 164.051).
"Initial Services Term" means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
"Order Form" means the ordering document, or order page, for the Services.
"Personal Data, "Process," and "Processing"" have the meaning given to those terms in the EU Data Protection Laws.
"Provisioning Date" is the date upon which Client Area makes the Services available to Customer.
"Renewal Term" means, unless otherwise agreed to in writing by the Parties, the twelve-month renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.
"Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to deliver the Services; or (ii) unauthorized third-party access to the Services.
"Security Measures" means the technical and organizational security measures described at https://assets.dropbox.com/documents/en/legal/security-measures.pdf or other link that Client Area may provide.
"Services" means the services ordered by Customer on the Order Form. If Customer orders Client Area Business, the Services are described at https://www.client-area.io, or other link that Client Area may provide. Any other Services will be referenced in the applicable Order Form.
"Services Addendum" means a document attached to an Order Form that lists particular Services and includes terms and conditions specific to those Services.
"Services Term" means the Initial Services Term and all Renewal Terms for the applicable Services.
"Service Limits" means rate, storage, End User or other limits on Customers use of the Services as described in the applicable Order Form.
"Software" means the client software provided as part of the Services, either directly by Client Area or through third party distribution channels such as app stores.
"Stored Data" means the files uploaded to the Services using the Software by Customer or End Users.
"Subcontractor" means an entity to whom Client Area subcontracts any of its obligations under the Agreement.
"Sub-processor" means an entity who agrees to Process Customer Data on Client Area's behalf, or on behalf of another Client Area sub-processor, in order to deliver the Services.
"Taxes" means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on Client Area's net income, associated with the Services or Software, including any related penalties or interest.
"Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of all applicable Services Terms; or (ii) the Agreement is terminated as set forth herein.
"Third-Party Request" means a request from a third-party for records relating to an End User's use of the Services including information in or from an End User Account, or from Customer's Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users, or an End User's authorized representative, permitting a disclosure.
"Withholding Taxes" mean any income taxes that are imposed on Client Area or Customer's reseller in which Customer is required by law to withhold or deduct on the payment to Client Area or Customer's reseller.