Master Software and Service Agreement
The following terms shall have the meanings set forth herein. Other capitalized terms shall have the meanings given to them in the Order.
Authorized Users means either Customer’s employees, and independent contractors and if applicable, Consumers authorized to access the Service.
Consumer means a customer or end user of Customer whose Documents or Personal Data is accessed or provided through the Service.
Customer Documents means any documents and data contained within such documents (including any Consumer Personal Data) and other information provided by Customer or Authorized Users, or collected in connection with the Service.
Customer Portal means the portal made available by GLYNT here or such other URL that GLYNT may designate from time to time. GLYNT may update or amend the Customer Portal from time to time and swiftly, upon any major changes, notify Customer in writing. The password is CUSTOMERVIEW
Customer Systems means any server systems, mobile devices, personal computers, or other equipment owned, operated, or managed by Customer on which the Service is accessed.
Document means a page or collection of pages of a document that is submitted to the Service as a unit, such as a single pdf, scan or fax, or image.
Documentation means the documentation made available on the Customer Portal.
Extracted Data means data that is extracted from the Customer Documents by the Service.
License Term means the term of the Service as specified in an Order.
Order means the GLYNT order form that is accepted by both GLYNT and Customer for the Service.
Personal Data means any information that identifies, relates to, describes, or is reasonably capable of being associated with a particular consumer, household or business entity or is considered personal information or personal data under applicable law.
Service means GLYNT machine-learning platform and underlying software that extracts data from documents by means of the GLYNT API as described in the Order.
2. LICENSES AND IP RIGHTS
Access to Service. Subject to Customer’s compliance with the restrictions and obligations set forth in this Agreement and payment of all applicable Fees, Customer and its Authorized Users are granted non-exclusive access to the Service during the applicable License Term.
Customer Documents. Customer hereby grants GLYNT a non-exclusive, royalty-free, fully paid-up, license (and the right to sublicense third-party service providers necessary to provide the Service) to use, store, reproduce, scan, process, analyze, modify, and display Customer Documents during the License Term for the purpose of providing the Service, including creating and delivering the Extracted Data to Customer and developing, maintaining, supporting, or improving the Service.
Ownership. Except for the rights expressly granted in this Agreement, GLYNT retains all right, title, and interest, including all intellectual property rights, in and to the Service and the Documentation. No implied license or right is granted by GLYNT by estoppel, reliance, or otherwise. GLYNT shall further own and have the right to collect and use, without obligation or payment to Customer, any Customer feedback for improvements to the Service or any data or information relating to the provision, use, or performance of the Service.
3. USE OF SERVICE
Registration. Customer agrees to provide full, complete, and accurate information when registering or creating an account with the Service and to update that information promptly if it should change. Customer shall not, and shall not permit any Customer employees or contractors, or any other Authorized User, to share any account or access credentials for the Service with third parties. Customer is responsible for any use of its account or the Service by any user, whether authorized or not, shall take commercially reasonable steps to prevent unauthorized use, and shall immediately notify GLYNT if there is any unauthorized use of Customer’s account or the Service.
Security. GLYNT will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Documents. A summary of GLYNT’s security practices is available in the Customer Portal.
Acceptable Use. Customer shall use, and shall ensure that its Authorized user, the Service, only in conformity with the Order, Documentation, and Acceptable Use Policy (AUP), which are available in the Customer Portal.
Customer Obligations. Customer shall not (and not allow, permit, authorize, or assist any Authorized User or other third party to): (i) modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service; (ii) sell, resell, license, sublicense, distribute, rent, or lease any part of the Service; (iii) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Service; or (iv) access or use the Service to build a competitive product or service.
Customer Systems. Customer is solely responsible for the operation and maintenance of the Customer Systems and for having and paying for all equipment and internet access necessary to access and use the Service. GLYNT disclaims all warranties, express or implied, and shall have no liabilities to Customer arising from or related to the operation or maintenance of the Customer Systems or any incompatibilities, faults, defects, or damage attributable thereto.
Data Retention. GLYNT deletes all Customer Documents and corresponding Extracted Data no less than at the end of thirty (30) days after the Extracted Data has been delivered to Customer, with the exception of Customer Documents used in creating models and training documents, which are retained by GLYNT for the entire License Term and destroyed after six months of inactivity after the License Term. Customer may request deletion of Customer Documents and Extracted Data on a scheduled basis that is sooner than thirty days.
Updates to Service. Customer understands and agrees that GLYNT may update, change, or discontinue the Service or any functionality of the Service (collectively, Updates), provided that GLYNT provides notice of any such Updates, no material decrease in Service is made prior to end of the License Term, and any new features or functionality are backward compatible, and if not backward compatible, then the existing Service will be made available to the Customer through the end of the current License Term.
All Orders for the Service must be on the GLYNT standard order form, and are subject to this Agreement, irrespective of whether a reference to this Agreement is made or not. Commercial terms agreed in an Order shall only be applicable for the Service specified in that respective Order, and shall not extend to subsequent Orders placed under the Agreement, unless expressly agreed by the Parties in those subsequent Orders.
5. FEES AND PAYMENT TERMS
Fees. The Fees for the Service will be specified in the Order.
Payment Terms. Payments will be made as set forth in the Order. Customer agrees to pay all costs of collecting any past due Fees, including attorney’s fees and court costs.
6. SERVICE LEVEL COMMITMENT
GLYNT agrees to provide the Service in accordance with the Service Level Agreement (SLA) which is posted at the GLYNT Customer Portal. The SLA provides Customer’s sole remedy and GLYNT’s sole liability with respect to the Service not meeting service levels.
The Parties agree that the form of Mutual Non-Disclosure Agreement in the Customer Portal will apply to any Confidential Information disclosed in connection with this Agreement or the Service
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
Organization; Authority. Each Party represents and warrants to the other Party that such Party is a corporate entity duly organized, validly existing, and in good standing under the laws of the state or country first indicated above or in an Order, such Party has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby, and such Party will comply with all applicable laws, rules, regulations, and orders in performing its obligations and providing or using the Service under this Agreement.
GLYNT Warranties. GLYNT represents and warrants that the Service (excluding Customer Documents) if used in strict accordance with this Agreement and the Documentation, will not infringe, violate, or misappropriate any intellectual property rights, privacy, publicity, or other rights of a third party.
Customer Warranties. Customer represents and warrants to GLYNT that: (i) GLYNT’s use, reproduction, modification, distribution, performance, and display of the Customer Documents will not infringe, violate, or misappropriate any intellectual property, privacy, publicity, or other rights of a third party; (ii) Customer has all rights necessary to grant to GLYNT the license in this Agreement to the Customer Documents; (iii) the Customer Documents will not violate the AUP or any applicable Data Privacy Obligations; and (iv) the Customer Documents are accurate and complete, and do not include any viruses, trap doors, time bombs, Trojan horses, or other malicious code.
Disclaimer. The Service is provided by GLYNT as is, and neither GLYNT nor its licensors make any representations or warranties of any kind, whether express or implied, by statute, usage, trade custom, or otherwise, and GLYNT hereby disclaims any and all warranties, representations, or conditions, including, without limitation, the implied warranties of non-infringement, merchantability, or fitness for any intended or particular purpose. GLYNT does not guarantee or warrant that the Service will be free of defects, run error-free or uninterrupted, meet customer’s requirements, or be secure.
GLYNT Indemnity. GLYNT, at its expense, shall defend, hold harmless, and indemnify Customer, its affiliates, and its and their directors, employees, agents, and representatives (the Customer Indemnified Parties) from and against any third-party claim, demand, suit, action, or proceeding made or brought against and any and all costs, damages, liabilities, losses, judgments, and expenses (including reasonable attorneys’ fees) incurred by or awarded against the Customer Indemnified Parties arising out of or alleging (i) facts, that if true, would constitute a breach of GLYNT’s representations and warranties under this Agreement; and (ii) that Customer’s use of the Service in accordance with this Agreement (excluding the Customer Documents) infringes, violates, or misappropriates any intellectual property right of any third party (each a Claim Against Customer).
Customer Indemnity. Customer, at its expense, shall defend, hold harmless, and indemnify GLYNT, its affiliates, and its and their directors, employees, agents, and representatives (the GLYNT Indemnified Parties) from and against any third-party claim, demand, suit, action, or proceeding made or brought against and any and all costs, damages, liabilities, losses, judgments, and expenses (including reasonable attorneys’ fees) incurred by or awarded against the GLYNT Indemnified Parties arising out of or alleging: (i) facts, that if true, would constitute a breach of Customer’s representations and warranties under this Agreement; and (ii) GLYNT’s using, reproducing, modifying, distributing, performing, or displaying of the Customer Documents infringes, violates, or misappropriates any intellectual property, privacy, or other right, or any law, regulation, or order relating to privacy of personal data (each a Claim Against GLYNT).
Procedure. The party entitled to indemnification (Indemnified Party) shall notify the party providing indemnification (Indemnifying Party) promptly in writing of the Claim Against GLYNT or Claim Against Customer, as applicable, provide reasonable assistance in connection with the defense and settlement thereof, and permit the Indemnifying Party to control the defense and settlement thereof. Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld. An Indemnified Party may, at its own expense, participate in the defense of any claim with counsel of its choice at its own expense.
10. LIMITATION OF LIABILITY
Damages Exclusion. Except for its indemnification obligations, and any breach of confidentiality obligations, in no event will either Party be liable to the other party for any loss of use, security, or data breach, loss of revenue or profit, or loss of data, or for any consequential, incidental, indirect, exemplary, special, or punitive damages, whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not that Party has been advised of the possibility of such damages.
Liability Cap. Except for its indemnification obligations, GLYNT’s aggregate liability under this agreement shall not exceed the fees paid to GLYNT in the 12-month period prior to the date the claim arose. The disclaimers and limitations will apply notwithstanding any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.
11. TERM AND TERMINATION
Term. The term of this Agreement shall commence on the Effective Date of the Order and continue until the expiration of the last applicable License Term in an Order, unless earlier terminated in connection with this Section 11 or an Order.
Effect of Termination; Survival. Expiration or termination of this Agreement will not relieve Customer of its obligations to pay any amounts accrued or otherwise owed under this Agreement. Upon expiration or termination of this Agreement, all licenses or rights granted to Customer hereunder shall terminate and Customer shall not, and shall not attempt to, access or use the Service. The provisions of Sections 2, 3, 5, 7, 8, 9, 10, 11, 12 and 13 shall survive any expiration or termination of this Agreement.
12. DISPUTE RESOLUTION AND GOVERNING LAW
Settlement. The Parties shall use their best efforts to settle any dispute arising out of this Agreement or the Service directly through good-faith negotiations, which shall be a precondition to either Party initiating a lawsuit or arbitration.
Arbitration. Except for claims for injunctive relief or disputes relating to GLYNT’s intellectual property (Excluded Claims), all claims arising out of or relating to this Agreement and the use of the Service shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. Such arbitration shall take place in Santa Clara County, California. Except for Excluded Claims, the arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. Customer agrees not to participate in claims brought in a private attorney general or representative capacity or consolidated claims involving another person’s account. This dispute resolution provision will be governed by the Federal Arbitration Act.
Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California, without reference to conflict of laws principles. Subject to the Settlement and Arbitration clauses above, each Party hereby irrevocably submits to the jurisdiction of the state and federal courts in Santa Clara County, California with regard to any dispute arising out of or relating to this Agreement. The Parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods.
13. GENERAL PROVISIONS
Force Majeure. Notwithstanding anything else in this Agreement, except for the obligation to pay Fees, no default, delay, or failure to perform on the part of either Party will be considered a breach of this Agreement if such default, delay, or failure to perform is shown to be due to causes beyond reasonable control of the Party charged with a default, including causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God, or the public enemy, nuclear disasters, or default of a common carrier.
Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give either Party the power to direct and control the day-to-day activities of the other; (ii) constitute the Parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking; or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.
Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties hereto, their successors, and permitted assigns.
Amendments. No modification of, or amendment to, this Agreement will be effective unless in writing signed by an authorized representative of both Parties.
Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will, nevertheless, remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the Parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect.
No Waiver. No waiver of any term or condition of this Agreement will be valid or binding on either Party unless the same will have been mutually assented to in writing by an officer of both Parties. The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions nor in any way affect the ability of either Party to enforce each and every such provision thereafter.
Construction. The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement. No rule of construction resolving any ambiguity in favor of the non-drafting Party shall be applied hereto. The word including, when used herein, is illustrative rather than exclusive and means including, without limitation.
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior and contemporaneous communications, representations, discussions, and agreements between the Parties with respect to such subject matter.
Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other Party, and any purported assignment shall be void and of no force or effect; provided that either Party may assign this Agreement, in whole, without such consent to: (a) its affiliate; or (b) its successor-in-interest in connection with a change of control (whether by merger, sale of voting securities or assets, consolidation, reorganization, or otherwise), in each case so long as the assignee agrees in writing to be bound by the terms of this Agreement.
Electronic Communications and Notices. Customer agrees to receive notices and messages electronically, including via email or the messaging functionality provided by the Service. Any notice or other communication required or permitted to be delivered hereunder must be in writing and sent by email to the email address provided in Customer’s account or as specified on the Order. Notices to GLYNT shall be sent via email to the following address: firstname.lastname@example.org Such notice will be deemed to have been given when delivered, or, if delivery is not accomplished as a result of some action or inaction by the recipient, when sent.
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