In this Agreement, the following capitalized terms have the following meaning:
“Affiliate” means in relation to any party, an entity that is controlled by, controlling, or under common control with that party;
“Agent” OR “Third Party Supplier” means a third-party supplier of content, software, or technology;
“Agreement” means the agreement created between the Parties incorporating these Terms and Conditions and the cover sheet entered into by the parties;
“Automated Invalidity” means automated first pass Invalidation search obtained by running the proprietary algorithm on the database on an As is Where is basis and shall in no manner be a comprehensive or a full search.
“Automated Patentability search” means automated first pass Patentability search obtained by running the proprietary algorithm on the database on an As is Where is basis and shall in no manner be a comprehensive or a full search.
“Confidential Information” means (i) all information of a confidential nature concerning the trade secrets or business dealings, pricing, plans, procedures, products, services or strategies of a party, its affiliates and third parties to whom that party owes a duty of confidence; (ii) any document or information designated as confidential; and (iii) any information which by its nature the recipient ought reasonably to conclude is confidential information, in all cases whether encrypted or not and including all copies of the above on any media. Without limitation, the Licensed Materials and Login Details are confidential to XLSCOUT, its Affiliates and/or Third Party Suppliers
“Contract Year” means each twelve (12) month period from the commencement of the license for the Product, which shall be the date of the Cover Sheet unless otherwise set out on the Cover Sheet;
“Control” and its derivatives means the ultimate power to determine the direction of the management policies of the entity concerned, either directly or indirectly and whether through the ownership of voting securities, by contract or otherwise;
“Cover Sheet” means the Pricing and Scope of Contract as Annexure 1 attached hereto signed by XLSCOUT and Client;
“Delivery Method” means the delivery media and/or method through which Client will get and XLSCOUT will deliver the Product, as set out on the Cover Sheet;
“Documentation” means the user manuals and other documentation and technical information XLSCOUT makes generally available in relation to the Product, whether in electronic form or otherwise.
“End User” means an authorized end user of the Licensed Materials within the scope of the License Level;
“Fees” means the fees payable by Client as set out in Annexure 1;
“Initial Term” means the Initial term for the provision of a Service as set out on the Cover Sheet, which shall start on the date this Agreement is signed by both Parties;
“Intellectual Property Rights” means all patents, copyrights, design rights, database rights, trademarks, service marks, trade secrets, rights in know-how and Confidential Information, moral rights, and any other intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;
“Licensed Material” means any Product and/or Content (as defined in the Content Services Schedule, if applicable) licensed under this Agreement;
“License Level” means the level of license purchased by the Client in relation to a Product as set out and more particularly described on the Cover Sheet;
“Login Details” means the unique user name and password used by End Users to access a Product and/or Client’s IP address (as notified by the Client in writing from time to time) required by XLSCOUT to validate access and other details (technical or otherwise) concerning access to the Products and its login process;
“Party” means a party to this Agreement;
“Product” means an XLSCOUT product identified on https://xlscout.com and/or https://xlscout.ai on as is where is basis as applicable;
“Renewal Term” means the fixed renewal term for the provision of any Service beyond the Initial Term, which shall be twelve (12) months unless otherwise set out on the Cover Sheet for that Service;
“Secure Network” is a network (whether a standalone intranet network or a virtual private network within the Internet) which is only accessible to users authorized by the Client and whose access rights are authenticated at the time of login and periodically thereafter consistent with good industry practice;
“Service” means any service to be provided by XLSCOUT under the Agreement Including the provision of a Product, a Support Service, or a Professional Service;
“Site” means Client’s site and/or the designated operating location within a Client’s site as set out in the Cover Sheet;
“Software” means any software provided by XLSCOUT as either (i) incorporated in a Product; or (ii) provided on a standalone basis as set out in the Cover Sheet, including, where applicable, all Updates and Upgrades issued thereto;
“Support Services” means any support and maintenance services to be provided by XLSCOUT in relation to a Product as set out in the Cover Sheet;
“Term” means, in relation to a Service, the Initial Term together with any Renewal Term(s);
“Third Party Supplier” means a third-party supplier of content, software, or technology;
“Update” means the release of a version of the applicable Product containing error corrections, fixes, patches, or adjustments to the Product, but not including major structural changes and/or significant new features, such version being recognized by an increase in the value of the secondary version number; and
“Upgrade” means the release of a version of the applicable Product containing major structural changes and/or significant new features, the such version being recognized by an increase in the value of the primary version number.