When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
"Account" means any accounts or instances created by or on behalf of Subscriber or its Agents within the Services.
"Additional Feature(s)" means additional features or functionality (including, but not limited to, Built by OAPPS Applications, or Beta Services) that are available or enabled through the Service, but do not form part of the Service. Additional Features are purchased or enabled separately and distinctly from Your Service Plan and Deployed Associated Services.
"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
"Agent" means an individual (including those of Your Affiliates) authorized to use the Service(s) through Your Account as an agent and/or administrator, each as identified through an individual Agent Login.
"Agent Login" a unique username and password provisioned on an Agent-by-Agent basis.
"Agreement" means the Master Subscription Agreement together with any all Supplemental Terms, Sales Order Forms, and other documents.
"API" means the application programming interfaces developed, made available and enabled by OAPPS that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.
"Applicable Data Protection Law" means the following data protection law(s): (a) the EU Regulation 2016/679 entitled "On the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR)" and any applicable national laws made under it; and (b) the Swiss Federal Act of 19 June 1992 on Data Protection (as may be amended or superseded).
"Associated Services" means products, services, features and functionality designed to be used in conjunction with the Services that are not included in the Service Plan to which You subscribe. For avoidance of doubt, Additional Features that are expressly stated to be governed by separate Supplemental Terms shall not be deemed an Associated Service.
"Beta Services" means a product, service or functionality provided by OAPPS that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, non-production, early access, evaluation or by a similar description.
"Confidential Business Information" means all Confidential Information that is not Service Data, including, without limitation, Your Agents' Personal Data and Account information, which OAPPS may store in its systems separate from the Service and Our security policies and procedures.
"Confidential Information" means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, the terms of this Agreement, Subscriber Service Data and Confidential Business Information, Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party's Confidential Information.
"Consulting Services" means consulting and professional services (including any training, success or implementation services) provided by OAPPS Personnel as indicated on an Sales Order Form or other written document such as a SOW.
"Documentation" means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services or describing Service Plans, as applicable, provided or made available by OAPPS to You in the applicable OAPPS help center(s), Site or OAPPS developer website (https://developer.OAPPS.com/); provided, however, that Documentation shall specifically exclude any "community moderated" forums as provided or accessible through such knowledge base(s).
"End-User" means any person or entity other than Subscriber or Agents with whom Subscriber, its Agents, or its End-Users interact while using a Service.
"Enterprise Services" means any Service not designated on OAPPS's Innovation Services List available on OAPPS's Customers and Partners Website.
"Force Majeure Event" means an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-OAPPS Services, or acts undertaken by third parties, including without limitation, denial of service attack.
"Intellectual Property Rights" means any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
"Sales Order Form: means Our generated service Sales Order Form(s) executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the number of Agents authorized to use a Service under Your subscription and the Service Plan applicable to Your subscription.
"Payment Agent" means OAPPS or a payment agent designated by OAPPS.
"Personal Data" means any information relating to an identified or identifiable natural person ('data subject') where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.
"Personnel" means employees and/or non-employee service providers and contractors of the OAPPS Group engaged by the OAPPS Group in connection with performance hereunder.
"Planned Downtime" means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.
"Processing/to Process/Processed" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
"Malicious Software" means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.
"Service(s)" means the products and services that are ordered by You online through a link or via an Sales Order Form referencing this Agreement, whether on a trial or paid basis, and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all applicable Associated Services that You have purchased or deployed or to which You have subscribed ("Deployed Associated Services") that are provided under this Agreement. "Services" exclude (a) Non-OAPPS Services as that term is defined in this Agreement; and (b) any Additional Features or Associated Services that are not provided under this Agreement or Your Service Plan. From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Sales Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
"Service Data Breach" means an unauthorized access or improper disclosure that has been verified to have affected Your Service Data.
"Service Plan(s)" means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site applicable to the Service) for the Services.
"Site" means a website operated by the OAPPS, including www.oapps.io, as well as all other websites that the OAPPS operates.
"Software" means software provided by OAPPS (either by download or access through the internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service.
"Sub-Processor" means any third-party data processor engaged by OAPPS, that receives Service Data from OAPPS for Processing on behalf of Subscriber and in accordance with Subscriber's instructions (as communicated by OAPPS) and the terms of its written subcontract.
"Subscription Charges" means all charges associated with Your access to and use of an Account.
"Subscription Term" means the period during which You have agreed to subscribe to a Service with respect to any individual Agent.
"Supplemental Terms" means the additional terms and conditions that are (a) set forth below in this Agreement in the sections entitled, "Supplemental Terms"; (b) included or incorporated on an Sales Order Form via hyperlink or other reference (e.g. when a Deployed Associated Service is purchased); (c) applicable to Consulting Services when purchased by You; and (d) applicable to Additional Features when activated by You.
"Taxes" means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
"Non-OAPPS Services" means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Non-OAPPS Services which may be integrated directly into Your Account by You or at Your direction.
"Usage Charges" means additional Subscription Charges that are incurred by Subscriber relating to the use of certain features and functionality that Subscriber enables within the Service.
"Usage Data" means metrics and information regarding Your use of the Service, including evaluating how Agents and End-Users use the Service.
"We", "Us" or "Our" means OAPPS as defined below.
"OAPPS" means OAPPS LCC or any of its successors or assignees.
"OAPPS Marks" means any trademarks, service marks, service or trade names, logos or other designations of OAPPS, or its or their Affiliates, whether registered or unregistered.