TERMS OF SERVICE

BY EXECUTING OR ACKNOWLEDGING RECEIPT OF THESE TERMS OF SERVICE, CLICKING “ACCEPT” OR “AGREE” (OR SIMILAR LANGUAGE) TO THE TERMS OF SERVICE WHEN MADE AVAILABLE TO YOU, OR ACCESSING AND USING THE 7SIGNAL PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE TERMS OF SERVICE ON BEHALF OF YOUR COMPANY OR OTHER ORGANIZATION RECEIVING THE 7SIGNAL PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCEPT, AGREE TO, ACCESS, OR OTHERWISE USE THE 7SIGNAL PLATFORM.

These Terms of Service govern your access to and use of Services. These Terms of Service are by and between 7SIGNAL, Inc. ("7SIGNAL"), and your organization or other legal entity (“you" or “your”) on whose behalf you are entering these Terms of Service. Capitalized terms not otherwise defined herein are described in Section 15 “Definitions”.

If you have a signed agreement with 7SIGNAL that governs your access to the Services, that signed agreement, and not these Terms of Service, will apply to your purchase. If you have purchased access to the Services through an authorized reseller of 7SIGNAL (your "Reseller"). Your Reseller is responsible for billing and payment for the Services pursuant to a separate agreement between you and your Reseller. These Terms of Service govern your use of the Services and are between you and 7SIGNAL, not your reseller.

1. Right to Access and Use of the Platform. Subject to and conditioned on your payment of applicable fees and compliance with these Terms of Service and the applicable Order, 7SIGNAL hereby grants to you and your Authorized Users, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the 7SIGNAL Platform for your internal business purposes. All rights not expressly granted to you are reserved by 7SIGNAL.

2. Usage Restrictions. In addition to any other limitations set forth in these Terms of Service and any Order, you agree not to (i) copy, download, modify or translate any software and/or database hosted as part of the Platform in any manner not authorized by these Terms of Service; (ii) reverse engineer, decompile, or disassemble any software and/or database hosted as part of the Platform, or otherwise attempt to discover the underlying source code of the Platform; (iii) tamper with, bypass or alter the security features of the Platform or any of the hosted infrastructure, (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Platform or any features or functionality of the Platform to any person or entity other than your Authorized Users; (v) use the Platform in violation of any applicable law, regulation, or rule; and (vi) use the Platform or its contents for purposes of competitive analysis or the development of a competing product or service. You agree to promptly notify 7SIGNAL if you become aware of, or suspect any unauthorized, access, or use of the Platform.

3. Obligations; Data.

3.1 Your Obligations. Only Authorized Users may use the Platform, and solely for your internal business purposes. All use of the Platform by your Authorized Users must comply with these Terms of Service. Your Authorized Users will be granted access to the Platform through individual Access Credentials. You will ensure that Access Credentials are not shared. You shall promptly notify 7SIGNAL if any Authorized User’s username or password has been or is suspected of being lost, stolen or compromised. You shall implement appropriate security measures to safeguard your Access Credentials. You are solely responsible for any and all activity that occurs in connection with your Access Credentials or your Authorized Users’ Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the Platform and/or Hardware, including but not limited to the minimum system requirements set forth in the Documentation, if any.

3.2 Your Data. You acknowledge and agree that 7SIGNAL may use Your Data to the extent necessary to provide the Platform to you and as otherwise set forth in these Terms of Service. By submitting or transmitting Your Data to the Platform, you represent and warrant that you are the owner of, and/or have all necessary right and permissions to Your Data to permit 7SIGNAL to use the same in accordance with these Terms of Service without violating the rights of any third party.

4. Hardware and Ancillary Services.

4.1 Hardware. The prices, payment, shipment and delivery terms applicable to any hardware supplied by 7SIGNAL to you for use in connection with the Platform (“Hardware”) shall be those set forth in the applicable Order. 7SIGNAL may make partial shipments. Delivery terms are FCA from the applicable 7SIGNAL warehouse. Any concerns regarding the quantity or condition of the Hardware shall be promptly communicated to 7SIGNAL within five (5) business days following delivery. All sales of Hardware are final. For any issues regarding damage or performance issues with Hardware, contact customer support at support@7signal.com. Unless authorized by 7SIGNAL via a return merchandise authorization (RMA), 7SIGNAL does not accept the return of any Hardware. You are responsible for the safekeeping, proper use, and disposal of the Hardware. In the event that Hardware needs to be disposed of or replaced due to damage, defect, or any other reason, it is your sole responsibility to arrange for proper disposal adhering to all applicable laws, rules, and regulations, including but not limited to the EPA hazardous material disposal guidelines.

4.2 Professional Services. 7SIGNAL may agree to provide you with the Professional Services set forth in an Order, subject to these Terms of Service. You agree that you may not publish any Deliverable or to provide any Deliverable to any third party other than your employees, contractors, and advisors, except as specifically permitted in an Order.

4.3 Free Services. 7SIGNAL may make Services available to you specifying that the Services are provided free of charge, on a trial basis, and/or to be used at your own risk (“Free Services”). Notwithstanding any other provision of these Terms of Service, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under these Terms of Service, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) 7SIGNAL may terminate the use of a Free Services at any time, unless otherwise specified in writing, and 7SIGNAL will not be liable for such termination; and (iv) data, information, and content submitted to Free Services may be permanently lost, and 7SIGNAL will not be liable for such loss.

4.4 Additional Terms. Additional terms and conditions (the “Additional Terms”) may apply to specific products, services or features made available by 7SIGNAL on or through the Services. Additional Terms (as applicable) are hereby incorporated by this reference into these Terms of Service. In the event of a conflict between any Additional Terms and these Terms of Service, the Additional Terms shall prevail.

5. Fees; Payment; Taxes.

 

5.1 Purchases Directly from 7SIGNAL.

 

5.1.1 Fees; Payment. Fees for the Services are payable as set forth in the applicable Order (“Fees”). Unless otherwise agreed in an Order, 7SIGNAL will charge you fees for (i) the subscription-based Services in advance of providing the Services; and (ii) Professional Services, if any, on a time and materials basis monthly in arrears. If you dispute any charges, you must provide written notice to 7SIGNAL within fourteen (14) days after the date that 7SIGNAL invoices you. In the event your Order permits a payment method that is not automatic, you agree that payments are due within thirty (30) days of receipt of the applicable invoice. 7SIGNAL may suspend the Services or terminate these Terms of Service for non-payment by you as set forth in Section 7.3. You will pay a late fee equal to one-and-one-half percent (1.5%) per month or the maximum amount allowed by law, if less, on all past due amounts. You are also liable for all costs of collection incurred by 7SIGNAL for past due sums, including without limitation, collection agency fees, reasonable attorneys’ fees, and court costs.

 

5.1.2 Automatic Renewal; Price Changes. Unless otherwise agreed in an Order From, all subscription-based Services that are purchased directly from 7SIGNAL shall automatically renew according to the then-current subscription plan unless you provide written notice of termination at least thirty (30) days prior to your renewal date to 7SIGNAL. 7SIGNAL reserves the right to change pricing for the Services upon renewal. If you disagree with the change in price for the Services, then you may terminate such Services by providing 7SIGNAL written notice prior to the change in price becoming effective. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. In the event that 7SIGNAL is unable to charge your account as authorized by you when you enrolled in the Services, or your payment is not received by the payment due date, 7SIGNAL, may, in its sole discretion: (i) bill you for the Services and suspend your access to the Services until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.

 

5.1.3 Taxes and Other Charges. All amounts payable by you are exclusive of applicable taxes, tariffs, and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify 7SIGNAL from any liability thereon, provided that, in no event shall you be responsible for any state or federal income taxes imposed on 7SIGNAL’s income. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing 7SIGNAL with legally sufficient tax exemption certificates for each taxing jurisdiction.

 

5.2 Purchases from a Reseller. If your purchase is through your Reseller, you are responsible for paying all fees for the Services as agreed between you and your Reseller. 7SIGNAL is not responsible for any billing disputes between you and your Reseller. Your rights to access and use the Services are contingent upon 7SIGNAL's receipt of payment from your Reseller. In the event your Reseller fails to pay 7SIGNAL for the Services, 7SIGNAL reserves the right to suspend or terminate your access to the Services.

6. Term & Termination; Suspension.

6.1 Term. The initial term will begin on the effective date of your Order and shall continue for the duration listed in the Order (the “Initial Term”), and thereafter shall automatically renew for the same time period as your prior Order unless either party provides written notice of its intention not to renew to the other party at least thirty (30) days prior to expiration of the then-current term (each a “Renewal Term,” and collectively together with the Initial Term, the “Term”). If the length of the Initial Term is not listed in the Order, it will be one (1) year from the effective date of the Order. If you purchased the Services through a Reseller, these Terms of Service commence on the date you first access the Services and continues for the duration of the subscription term set forth in your Order with your Reseller, unless earlier terminated as set forth herein (referred to herein as the “Term”).

6.2 Termination for Breach. Either you or 7SIGNAL may terminate an Order or these Terms of Service, effective on written notice to the other party, if the other party materially breaches an Order or these Terms of Service, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

6.3 Termination or Suspension by 7SIGNAL. 7SIGNAL may, at its option, terminate these Terms of Service for cause or suspend access to the Platform or suspend Professional Services if: (i) 7SIGNAL reasonably believes that the Platform is being used in violation of law or the terms of these Terms of Service; (ii) your use of the Platform interferes with the normal operations of the Platform or other customers’ use of the same; (iii) there is an attack on the Platform or your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which 7SIGNAL reasonably believes suspension of the Platform is necessary to protect the 7SIGNAL network or 7SIGNAL’s other customers; (iv) your payment of any invoiced amount is overdue and you fail to pay the overdue amount within ten (10) days of 7SIGNAL’s written notice, or if your Reseller fails to pay 7SIGNAL for the Services; (v) your agreement with your Reseller is terminated or expires; (vi) you breach any obligation relating to 7SIGNAL’s (or its suppliers’) intellectual property rights; or (vii) you become bankrupt, insolvent, have a receiver appointed for any portion of your business, liquidate, cease to do business, or make a general assignment for the benefit of creditors. 7SIGNAL will provide you with advance notice of pending suspension or termination unless 7SIGNAL determines, in 7SIGNAL's reasonable commercial judgment, that an immediate suspension is necessary to protect 7SIGNAL, its customers, or others.

6.4 Effect of Termination. Upon termination of these Terms of Service: (i) you will cease using the Services; and (ii) each party shall return or destroy all Confidential Information in accordance with Section 7. Termination of these Terms of Service will not relieve a party from any accrued payment obligations.

7. Confidentiality. Each party, as a recipient (“Recipient”), agrees to use the disclosing party’s (“Discloser”) Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms of Service. Recipient will not disclose Discloser’s Confidential Information to any third party other than its Authorized Recipients. Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature. The obligations set forth in this Section 7 shall survive until three (3) years from the termination or expiration of these Terms of Service except with regard to trade secret information which shall be protected for the statutory period. Except as otherwise set forth in these Terms of Service each party shall use commercially reasonable efforts to return and/or destroy all Confidential Information in accordance with this Section 7, provided that Confidential Information may continue to exist elsewhere on 7SIGNAL’s systems where (i) immediate deletion is not possible due to technical limitations (i.e. backup systems); or (ii) where immediate deletion would restrict our ability to investigate violations of these Terms of Service or illegal activity, comply with applicable law or a request by a law enforcement or judicial authority. Any such retained Confidential Information will remain subject to this Section 7.

8. Intellectual Property Rights. You acknowledge that the Platform, Hardware, and Documentation contain trade secrets of 7SIGNAL or its suppliers or licensors, including the specific internal design and structure of individual programs and associated interface information. The Platform and Documentation are owned by 7SIGNAL (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, 7SIGNAL retains all right, title and interest in and to the Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the Services or Hardware. Nothing herein shall operate to transfer or convey to you any rights in any Services. Notwithstanding your ownership of any Hardware provided in connection with the Services, you acknowledge and agree that 7SIGNAL retains all right, title, and interest in and to any patents, copyrights, trade secrets, trademarks, and other intellectual property rights embodied in, associated with, or otherwise related to such Hardware, including any software, firmware, designs, specifications, and technical information incorporated therein. Similarly, you retain all right, title and interest in and to Your Data. To the extent you provide 7SIGNAL with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the Services or Hardware (“Feedback”), you acknowledge and agree that 7SIGNAL will be the owner of all such Feedback and may use and incorporate the Feedback into the Services without compensation or attribution to you. 7SIGNAL may monitor your use of the Platform and/or Hardware and collect and compile Usage Data. As between 7SIGNAL and you, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by 7SIGNAL. You acknowledge that 7SIGNAL may compile Usage Data based on Your Data input into the Platform or Hardware. You agree that 7SIGNAL may (i) make Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data does not identify you or your Confidential Information.

9. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 7SIGNAL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. 7SIGNAL DOES NOT REPRESENT THAT THE SERVICES OR HARDWARE WILL BE COMPLETELY SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE SERVICES OR HARDWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES OR HARDWARE WILL BE CORRECTED. 7SIGNAL MAKES NO WARRANTY THAT (I) THE SERVICES OR HARDWARE WILL MEET YOUR OR YOUR AUTHORIZED USERS’ REQUIREMENTS OR EXPECTATIONS, OR (II) THAT YOU OR YOUR AUTHORIZED USERS WILL OBTAIN ANY SPECIFIC RESULTS OR PERFORMANCE.

10. Limited Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST CONTENT, RELATING TO THE SERVICES OR HARDWARE, OR THE PROVISION OR FAILURE TO PROVIDE THE SERVICES, SUPPORT OR HARDWARE THEREFOR, WHETHER OR NOT DUE TO A PARTY’S NEGLIGENCE. 7SIGNAL’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THESE TERMS OF SERVICE OR RELATED TO THE SERVICES AND/OR HARDWARE SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES AND HARDWARE UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification.

11.1 By 7SIGNAL. 7SIGNAL will indemnify, defend and hold you and your Authorized Users harmless against any losses, damages, expenses or liabilities arising from claims that your use of the Services infringes or misappropriates the intellectual property rights of a third party; provided that, 7SIGNAL shall not be required to indemnify you to the extent that the claim was caused by Your Data, your use of the Services in violation of these Terms of Service, or due to your unauthorized modifications or combinations of the Services with and into other technologies or services without 7SIGNAL’s written consent. If 7SIGNAL is obligated to indemnify you under this Section 11 or if it reasonably believes it may have liability under this Section 11, 7SIGNAL may, in addition to its other obligations hereunder: (i) obtain for you the right to continue using the Services on a non-infringing basis; or (ii) modify the Services so they are no longer infringing but of equivalent or better functionality, performance and interoperability. If neither of the foregoing options are commercially feasible, 7SIGNAL may discontinue the provisioning of the Services; provided that, it will issue you a pro rata refund or credit for the unused portion of any prepaid fees for the Services.

11.2 By You. You will indemnify, defend and hold 7SIGNAL harmless against any losses, damages, expenses or liabilities arising from your or your Authorized User’s use of the Services, including without limitation the violation of these Terms of Service, or any misappropriation or infringement of intellectual property rights or other claims arising from Your Data.

11.3 Process. A party seeking indemnity (an indemnified party) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 11; provided that, the failure or delay in doing so will not excuse an indemnifying party of its indemnification obligations except to the extent its ability to defend the claim is materially prejudiced by such failure or delay. An indemnified party shall thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense, provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party. An indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. An indemnified party shall reasonably cooperate with the indemnifying party in the investigation, trial and defense of such claim and any appeal arising therefrom at the indemnifying party’s expense.

12. Third Party Products. 7SIGNAL may from time to time make Third-Party Products available to you. For purposes of these Terms of Service, such Third-Party Products are subject to their own terms and conditions and flow through provisions, as applicable. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products. Third Party Products are not Services and, as between the parties, 7SIGNAL has no liability with respect to your procurement or use of Third-Party Products.

13. Export Regulation. You agree to abide by and to conform to any and all export regulations in force during these Terms of Service that are applicable to you or the Platform, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Platform. The Platform and the underlying information and technology may not be accessed, downloaded, or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

14. Miscellaneous.

14.1 Notice. Except as otherwise provided herein, notices under these Terms of Service by you to 7SIGNAL will be deemed to be sufficiently given, effective on the date received, when delivered personally or by overnight express, or nationally recognized courier services, or three (3) business days after mailing when sent by certified or registered mail, postage prepaid. You consent to receive from 7SIGNAL all communications including notices, agreements, legally required disclosures or other information in connection with the Services electronically to the email address you provided to 7SIGNAL. Notices to you may be provided through your Reseller or to the email address associated with your account.

14.2 Entire Agreement. The Order together with these Terms of Service and any other terms and conditions incorporated into these Terms of Service by reference constitutes the complete agreement between 7SIGNAL and you regarding the Services and supersedes all previous communications between the parties relating to the subject matter herein.

14.3 Assignment. You may not assign these Terms of Service or the rights granted hereunder without 7SIGNAL’s prior written consent, and any such assignment without consent is void.

14.4 Governing Law; Jurisdiction. These Terms of Service shall be governed by the laws of the State of Ohio without reference to its conflicts of law principles or your state or country of residence. Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Cuyahoga County, State of Ohio, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree that any claim arising out of or related to these Terms of Service must be brought within one (1) year after the date it first accrued. If any action, suit, or legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Terms of Service, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

14.5 Equitable Relief. Each party acknowledges that a breach by a party of Section 7 (Confidentiality) or Section 8 (Intellectual Property Rights), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Terms of Service to the contrary.

14.6 General Terms. Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by causes beyond its reasonable control. If any part of these Terms of Service is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Terms of Service will remain in full force and effect. 7SIGNAL’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights. The waiver by a party of any breach of any provision of these Terms of Service will not operate or be construed as a waiver of any subsequent breach. The parties' relationship is that of independent contractors. Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. The captions used in these Terms of Service are for convenience only and are not binding.

14.7 Promotional Activities. If you are signing on behalf of an entity, you agree that 7SIGNAL may use your name and logo to identify you as a customer of 7SIGNAL on our website, and as a part of a general list of our customers for use in our corporate, promotional, and marketing materials. You agree that we may issue a press release identifying you as a customer and describe the nature of the services to be provided. The content of any press release using your name will be subject to your prior approval, which will not be unreasonably withheld. 7SIGNAL’s use of your name and logo does not create any ownership right therein and all rights not granted to 7SIGNAL are reserved by you.

14.8 Modifications. 7SIGNAL reserves the right to change or modify the terms of these Terms of Service upon written notice to you or to your Reseller. All such changes shall be effective immediately; provided, however, for existing customers, such modified Terms of Service, unless otherwise stated, shall be effective upon the renewal of your subscription term. If any changes to these Terms of Service are unacceptable to you, you may terminate the 7SIGNAL Services prior to renewal of your subscription term. Continued use of the Services following the effective date of any changes constitutes your acceptance of the changes but does not affect the foregoing right of termination. For purpose of this Section 14.8, the posting of an updated copy of these Terms of Service to the Services, and/or notice to your Reseller, shall constitute written notice of the change(s) to these Terms of Service.

15. Definitions. Terms not otherwise defined herein shall have the following meanings:

“Access Credentials” means the user identification name and password and/or other access keys or controls for the Platform.

“Authorized Recipients” are a party’s and its affiliates’ officers, employees, agents and consultants who require access to the Confidential Information for the purpose set forth in these Terms of Service and who are bound by confidentiality obligations at least as stringent as those set forth herein.

“Authorized Users” ** ** means individuals authorized by you to use the Platform solely on your behalf, which may include, employees, contractors, but no other third parties without 7SIGNAL’s prior written consent.

“Confidential Information” means any proprietary information, software, personal information, data or know-how of the Discloser that is disclosed under these Terms of Service which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. For clarity, the Platform and Documentation shall be 7SIGNAL’s Confidential Information. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Terms of Service by Recipient; (iii) has rightfully been received by Recipient from a third party without any breach of these Terms of Service; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order.

“Documentation” means user manuals, online help files, technical manuals, and other materials published by 7SIGNAL which describe the Platform and/or Hardware, and its uses, features, specifications, and/or technical requirements.

“Order” means the order form or other ordering document pursuant to which you subscribe to or purchase the Services, whether executed between you and 7SIGNAL, or between you and your Reseller. The Order will include a description of the specific services purchased, the associated cost, quantity, and other similar terms.

“Platform” means the 7SIGNAL software-as-a-service platform provided to you pursuant to an Order and these Terms of Service, which provides digital experience optimization tools.

“Professional Services” means implementation, configuration, integration, training, advisory, engineering, and other professional services related to the Platform that are specified in an Order or statement of work.

“Services” means access to the Platform and the Professional Services provided by 7SIGNAL.

“Term” means the period of authorized access and use of the Platform as set forth in an Order.

“Third-Party Products” means any products provided by third parties, such as open-source software or other software, that may be used with or incorporated into the Platform.

“Usage Data” means data and information related to Customer’s use of the Services that is used by 7SIGNAL in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform, improving the Services, and developing other products and technologies.

“Your Data” means any data, content, or other information transmitted to the Platform or 7SIGNAL by or on behalf of you and/or your Authorized Users.