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Meaning & Context |
CTaaS Definitions & Interpretations (D&I)
In the CTaaS Service Agreement, the following definitions shall have the following meanings:
“Agreement” means this Agreement, including its Schedules.
“Appliance” means the computer equipment (if any), racking (if any) and associated equipment (if any) used in connection with the provision of the Service and located on Customer’s premises.
“Authority” means any government authority, agency, body or department, whether federal, provincial, state or municipal, having or claiming jurisdiction over the Agreement and “Authorities” means all such authorities, agencies, bodies and departments.
“Business Day” means any day excluding a Saturday, Sunday or statutory holiday and also excluding any day on which the principal chartered banks located in the United States of America are not open for business during normal banking hours.
“Commencement Date” means the date on which the Service is first made available for use by Customer or would have been available for use but for Customer’s delay or default.
“Confidential Information” means any information relating to the Disclosing Party that is of a confidential or proprietary nature used in or otherwise relating to the Disclosing Party’s business, operations, customers or financial or other affairs, including the relations of a party with its customers, employees and service providers, and any such information of employees, customers, affiliates or representatives of a Disclosing Party, which is received by the Receiving Party, whether communicated in written form, orally, visually, demonstratively, technically or by any other electronic form or other media, or committed to memory, and whether or not designated, marked, labeled or identified as confidential or proprietary, including any data or information described above which the Disclosing Party has obtained from a third party and which the Disclosing Party treats as proprietary or designates as Confidential Information, whether or not owned or developed by the Disclosing Party. Confidential Information also includes (a) the marketing of goods or services including, without limitation, existing and future customer names and lists and other details of existing and future customers, (b) future products, business development or planning, commercial relationships and negotiations; (c) information relating to the Service and the TriAxis-provided Technology; (d) information received from third parties that a party is obligated to treat as confidential (including any Third Party Provider Technology); (e) all information disclosed or made available by a Disclosing Party to the Receiving Party hereunder in connection with this Agreement or the performance of obligations hereunder, whether marked as confidential or proprietary or disclosed orally, after the Effective Date; (f) any Personal Information; and (g) this Agreement. Confidential Information does not include data or information that: (i) is within the public domain at the date of disclosure by the Disclosing Party or which thereafter enters the public domain through no fault of the Receiving Party or its representatives or affiliates (but only after it becomes part of the public domain); (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, and is not subject to confidentiality restrictions; (iii) following its disclosure to the Receiving Party, is received by the Receiving Party without obligation of confidence from a third party who the Receiving Party had no reason to believe was not lawfully in possession of such information free of any obligation of confidence; or (iv) is independently developed by the Receiving Party without reference to or knowledge of the Disclosing Party’s Confidential Information.
“CTERA” means CTERA Networks Ltd., the owner of the CTERA Platform.
“CTERA Platform” means the CTERA Portal software and the C-Series hardware and Agent software distributed by TriAxis and licensed directly by CTERA to Customer by means of the End-User License Agreement.
“Customer” means the Customer as defined on the first page of this Agreement.
“Customer Content” means any and all materials and data owned or licensed by Customer, including text, information, data, images (still and moving), trade-marks, and logos, and any portion thereof and used by Customer in connection with the Service.
“Disclosing Party” means a party that is disclosing Confidential Information to the Receiving Party.
“Documentation” means the technical publication(s) relating to the Service made available by TriAxis to Customer hereunder, whether in electronic or paper form or integrated into the Service.
“Effective Date” means the date this Agreement takes legal effect, being the date on this first page of this Agreement.
“End-User License Agreement” means any license agreement between Customer and a Third Party Provider (including CTERA) that Customer may be required to execute in order to license certain Third Party Software and certain Third Party Provider Technology used in the Service.
“Fees” has the meaning set out in Section 8.4.
“GST” means the government sales tax.
“Initial Term” has the meaning set out in Section 5.1.
“Installation Fees” means the set-up fees for establishing the Service and the cost of installing the telecommunications link provided by third parties (if applicable) specified in Schedule “A” or as otherwise agreed to in writing by TriAxis and Customer.
“Intellectual Property Rights” means (a) any and all proprietary rights provided under (i) patent law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law or (v) any other statutory provision or common law principle applicable to this Agreement, including trade dress and trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions, know-how or show-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions, know-how or show-how; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.
“Laws” means all applicable statutes, laws, codes, ordinances, decrees, rules, regulations, by-laws, orders, decisions, rulings or awards, policies, permits, licenses, authorizations, directions, voluntary restraints, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the party referred to in the context of which such word is used and “Law” means any one of the foregoing.
“Monthly Fees” means the Monthly Data Fee and the Monthly Telecomm Line Fee (if applicable).
“Monthly Data Fee” means the monthly charge for the time being for data backup, storage, and any other capabilities offered as a Service and specified in and varied in accordance with Schedule “A” or as otherwise agreed to in writing by TriAxis and Customer.
“Monthly Telecomm Line Fee” means the monthly charge (if applicable) for the telecommunications link specified in Schedule “A” or as otherwise agreed to in writing by TriAxis and Customer as varied from time to time should the capacity of such link be increased.
“Personal Information” means information relating to identifiable individuals.
“Proceeding” means any action, claim, demand, lawsuit or other proceeding.
“Receiving Party” means a party that is receiving Confidential Information from the Disclosing Party.
“Renewal Term” has the meaning set out in Section 5.1.
“Service” means the CTaaS service as described in this Agreement and Schedules, and including, without limitation the provision of people, infrastructure resources, support and access to and the use of TriAxis’ licensed software (including, without limitation, the Software and the TriAxis-provided Technology) the Third Party Provider Technology, applications, hardware (including without limitation the Appliance), data center resources and interconnection to other third party networks and any other Service provided by TriAxis in connection with the CTaaS service.
“Service Level Document” means the document that describes the service level expectations of the Customer regarding TriAxis’ provision of the Service which is attached hereto as Schedule “B”.
“Services Components Details” means the final proposal document issued to Customer in connection with the provision of the Service that was used by Customer for authorizing Service, attached hereto as Schedule “A”.
“Software” means all and any software, including the Third Party Software, installed on the Appliance [or as otherwise made available by TriAxis] through the Service.
“Term” has the meaning set out in Section 5.1.
“Third Party Software” means any third party software that TriAxis bundles or uses to provide the TriAxis Service, not limited to CTaaS, and includes CTERA.
“Third Party Provider” means any third party that provides software or hardware used by TriAxis to provide the TriAxis Service, not limited to CTaaS, and includes CTERA.
“Third Party Provider Technology” means any concepts, inventions, systems, processes, techniques, trade-secrets, trade-marks, patents, copyrights, methodologies, know-how, show-how, data, tools, templates, technology (including any Third Party Software in executable and source code forms), documentation or any other information, data or materials, and any expressions of the foregoing, developed by, owned by, or licensed by, a Third Party Provider as at the Effective Date and thereafter and made available to Customer under the End-User License Agreement.
“TriAxis” means TriAxis, Inc. (EIN: 57- 1144632) as described on the first page of this Agreement.
“TriAxis-provided Technology” means any concepts, inventions, systems, processes, techniques, trade-secrets, trade-marks, patents, copyrights, methodologies, know-how, data, tools, templates, technology (including software in executable code and source code), documentation or any other information, data or materials, and any expressions of the foregoing, independently developed by and owned by TriAxis prior to the provision of the Service under the Agreement or created at the request of Customer as customizations under the Agreement or any other agreement.
“Agreement” means this Agreement, including its Schedules.
“Appliance” means the computer equipment (if any), racking (if any) and associated equipment (if any) used in connection with the provision of the Service and located on Customer’s premises.
“Authority” means any government authority, agency, body or department, whether federal, provincial, state or municipal, having or claiming jurisdiction over the Agreement and “Authorities” means all such authorities, agencies, bodies and departments.
“Business Day” means any day excluding a Saturday, Sunday or statutory holiday and also excluding any day on which the principal chartered banks located in the United States of America are not open for business during normal banking hours.
“Commencement Date” means the date on which the Service is first made available for use by Customer or would have been available for use but for Customer’s delay or default.
“Confidential Information” means any information relating to the Disclosing Party that is of a confidential or proprietary nature used in or otherwise relating to the Disclosing Party’s business, operations, customers or financial or other affairs, including the relations of a party with its customers, employees and service providers, and any such information of employees, customers, affiliates or representatives of a Disclosing Party, which is received by the Receiving Party, whether communicated in written form, orally, visually, demonstratively, technically or by any other electronic form or other media, or committed to memory, and whether or not designated, marked, labeled or identified as confidential or proprietary, including any data or information described above which the Disclosing Party has obtained from a third party and which the Disclosing Party treats as proprietary or designates as Confidential Information, whether or not owned or developed by the Disclosing Party. Confidential Information also includes (a) the marketing of goods or services including, without limitation, existing and future customer names and lists and other details of existing and future customers, (b) future products, business development or planning, commercial relationships and negotiations; (c) information relating to the Service and the TriAxis-provided Technology; (d) information received from third parties that a party is obligated to treat as confidential (including any Third Party Provider Technology); (e) all information disclosed or made available by a Disclosing Party to the Receiving Party hereunder in connection with this Agreement or the performance of obligations hereunder, whether marked as confidential or proprietary or disclosed orally, after the Effective Date; (f) any Personal Information; and (g) this Agreement. Confidential Information does not include data or information that: (i) is within the public domain at the date of disclosure by the Disclosing Party or which thereafter enters the public domain through no fault of the Receiving Party or its representatives or affiliates (but only after it becomes part of the public domain); (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, and is not subject to confidentiality restrictions; (iii) following its disclosure to the Receiving Party, is received by the Receiving Party without obligation of confidence from a third party who the Receiving Party had no reason to believe was not lawfully in possession of such information free of any obligation of confidence; or (iv) is independently developed by the Receiving Party without reference to or knowledge of the Disclosing Party’s Confidential Information.
“CTERA” means CTERA Networks Ltd., the owner of the CTERA Platform.
“CTERA Platform” means the CTERA Portal software and the C-Series hardware and Agent software distributed by TriAxis and licensed directly by CTERA to Customer by means of the End-User License Agreement.
“Customer” means the Customer as defined on the first page of this Agreement.
“Customer Content” means any and all materials and data owned or licensed by Customer, including text, information, data, images (still and moving), trade-marks, and logos, and any portion thereof and used by Customer in connection with the Service.
“Disclosing Party” means a party that is disclosing Confidential Information to the Receiving Party.
“Documentation” means the technical publication(s) relating to the Service made available by TriAxis to Customer hereunder, whether in electronic or paper form or integrated into the Service.
“Effective Date” means the date this Agreement takes legal effect, being the date on this first page of this Agreement.
“End-User License Agreement” means any license agreement between Customer and a Third Party Provider (including CTERA) that Customer may be required to execute in order to license certain Third Party Software and certain Third Party Provider Technology used in the Service.
“Fees” has the meaning set out in Section 8.4.
“GST” means the government sales tax.
“Initial Term” has the meaning set out in Section 5.1.
“Installation Fees” means the set-up fees for establishing the Service and the cost of installing the telecommunications link provided by third parties (if applicable) specified in Schedule “A” or as otherwise agreed to in writing by TriAxis and Customer.
“Intellectual Property Rights” means (a) any and all proprietary rights provided under (i) patent law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law or (v) any other statutory provision or common law principle applicable to this Agreement, including trade dress and trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions, know-how or show-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions, know-how or show-how; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.
“Laws” means all applicable statutes, laws, codes, ordinances, decrees, rules, regulations, by-laws, orders, decisions, rulings or awards, policies, permits, licenses, authorizations, directions, voluntary restraints, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the party referred to in the context of which such word is used and “Law” means any one of the foregoing.
“Monthly Fees” means the Monthly Data Fee and the Monthly Telecomm Line Fee (if applicable).
“Monthly Data Fee” means the monthly charge for the time being for data backup, storage, and any other capabilities offered as a Service and specified in and varied in accordance with Schedule “A” or as otherwise agreed to in writing by TriAxis and Customer.
“Monthly Telecomm Line Fee” means the monthly charge (if applicable) for the telecommunications link specified in Schedule “A” or as otherwise agreed to in writing by TriAxis and Customer as varied from time to time should the capacity of such link be increased.
“Personal Information” means information relating to identifiable individuals.
“Proceeding” means any action, claim, demand, lawsuit or other proceeding.
“Receiving Party” means a party that is receiving Confidential Information from the Disclosing Party.
“Renewal Term” has the meaning set out in Section 5.1.
“Service” means the CTaaS service as described in this Agreement and Schedules, and including, without limitation the provision of people, infrastructure resources, support and access to and the use of TriAxis’ licensed software (including, without limitation, the Software and the TriAxis-provided Technology) the Third Party Provider Technology, applications, hardware (including without limitation the Appliance), data center resources and interconnection to other third party networks and any other Service provided by TriAxis in connection with the CTaaS service.
“Service Level Document” means the document that describes the service level expectations of the Customer regarding TriAxis’ provision of the Service which is attached hereto as Schedule “B”.
“Services Components Details” means the final proposal document issued to Customer in connection with the provision of the Service that was used by Customer for authorizing Service, attached hereto as Schedule “A”.
“Software” means all and any software, including the Third Party Software, installed on the Appliance [or as otherwise made available by TriAxis] through the Service.
“Term” has the meaning set out in Section 5.1.
“Third Party Software” means any third party software that TriAxis bundles or uses to provide the TriAxis Service, not limited to CTaaS, and includes CTERA.
“Third Party Provider” means any third party that provides software or hardware used by TriAxis to provide the TriAxis Service, not limited to CTaaS, and includes CTERA.
“Third Party Provider Technology” means any concepts, inventions, systems, processes, techniques, trade-secrets, trade-marks, patents, copyrights, methodologies, know-how, show-how, data, tools, templates, technology (including any Third Party Software in executable and source code forms), documentation or any other information, data or materials, and any expressions of the foregoing, developed by, owned by, or licensed by, a Third Party Provider as at the Effective Date and thereafter and made available to Customer under the End-User License Agreement.
“TriAxis” means TriAxis, Inc. (EIN: 57- 1144632) as described on the first page of this Agreement.
“TriAxis-provided Technology” means any concepts, inventions, systems, processes, techniques, trade-secrets, trade-marks, patents, copyrights, methodologies, know-how, data, tools, templates, technology (including software in executable code and source code), documentation or any other information, data or materials, and any expressions of the foregoing, independently developed by and owned by TriAxis prior to the provision of the Service under the Agreement or created at the request of Customer as customizations under the Agreement or any other agreement.
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