Last updated: May 31, 2022
This Roundtrip software-as-a-service terms of service (together with any attachments, exhibits, and any other terms they expressly incorporate by reference, all as amended from time to time, collectively the “Agreement”) form an agreement between the customer accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Roundtrip SaaS Services (such customer, the “Customer”) and Roundtrip Systems Inc. (“Roundtrip”), the supplier of the Roundtrip SaaS Services. This Agreement is entered into effective on the earlier of: (i) the date Customer first uses any part of the Roundtrip SaaS Services; and (ii) the date Customer agrees to be bound by this Agreement (the “Effective Date”). Each of Roundtrip and Customer shall individually be referred to as a “Party” and jointly as the “Parties”.
This Agreement sets forth the terms and conditions that govern the provision and use of the Services.
BY USING THE ROUNDTRIP SAAS SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE ROUNDTRIP SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO ROUNDTRIP THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE ROUNDTRIP SAAS SERVICES ON BEHALF OF ANOTHER PERSON OR ENTITY, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO ROUNDTRIP THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON OR SUCH ENTITY TO THIS AGREEMENT.
THE ROUNDTRIP SAAS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
ROUNDTRIP'S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE ROUNDTRIP SAAS SERVICES, EXCEPT WITH ROUNDTRIP'S PRIOR WRITTEN CONSENT.
1. Roundtrip SaaS Services
1.a. Provisioning of the Roundtrip SaaS Services. Subject to Customer's and its Permitted Users' compliance with the terms and conditions of this Agreement:
1.a.i. Free Trial. If upon sign up Customer elects to have a free trial of the Roundtrip SaaS Services then Roundtrip hereby grants to the Customer a non-exclusive, revocable, non-transferable, non-sublicensable limited right to access and use the Roundtrip SaaS Services during the Free Trial Term. The right granted in this Section 1 (a) (i) is solely for Customer's internal use to evaluate the Roundtrip SaaS Services. The Customer understands and acknowledges that at the end of the Free Trial Term: (i) the Customer's access to the Roundtrip SaaS Services shall automatically expire; and (ii) unless the Agreement is earlier terminated as provided herein, subject to Customer's payment of Fees, the Subscription Term shall commence automatically. Roundtrip may terminate the Free Trial Term for any free trial of the Roundtrip SaaS Services at any time in Roundtrip's sole discretion and may accept or decline any request for a free trial of the Roundtrip SaaS Services in Roundtrip's sole discretion. Roundtrip will not be liable to Customer or any third party for such termination. ANY CUSTOMER DATA THAT CUSTOMER ENTERS INTO THE FREE TRIAL OF THE ROUNDTRIP SAAS SERVICES AND ANY CUSTOMIZATIONS YOU MAKE TO THE FREE TRIAL OF THE ROUNDTRIP SAAS SERVICES WILL BE PERMANENTLY LOST UNLESS INITIAL SUBSCRIPTION TERM COMMENCES FOR A PAID SUBSCRIPTION TO THE ROUNDTRIP SAAS SERVICES. CUSTOMER DATA CANNOT BE EXPORTED FROM THE FREE TRIAL OF THE ROUNDTRIP SAAS SERVICES. NOTWITHSTANDING THE “WARRANTY AND DISCLAIMERS” SECTION AND “ROUNDTRIP INDEMNITY” SECTION BELOW, ACCESS TO THE FREE TRIAL OF THE ROUNDTRIP SAAS SERVICES DURING THE FREE TRIAL TERM IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND AND ROUNDTRIP SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE TRIAL UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE ROUNDTRIP'S LIABILITY WITH RESPECT TO THE FREE TRIAL SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, ROUNDTRIP AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER'S USE OF THE FREE TRIAL WILL MEET CUSTOMER'S REQUIREMENTS, (B) CUSTOMER'S USE OF THE FREE TRIAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE TRIAL WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO ROUNDTRIP AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE OF THE FREE TRIAL, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER. Additional terms and conditions applicable to the free trial of the Roundtrip SaaS Services may appear on the applicable registration page. Any such additional terms and conditions are incorporated into this Agreement by reference.
1.a.ii. Free Services. Roundtrip may make Free Services available to Customer. If Roundtrip makes any Free Services available to Customer during the Term, Roundtrip hereby grants to the Customer, during the term of such Free Services, a non-exclusive, revocable, non-transferable, non-sublicensable limited right to access and use the Free Services for the term determined by Roundtrip. The right granted in this Section 1 (a) (ii) is solely for Customer's internal use of the Free Services. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the pricing plan. Usage over these limits requires Customer's purchase of additional resources or services. Customer agrees that Roundtrip, in its sole discretion and for any or no reason, may terminate Customer's access to the Free Services or any part thereof. Customer agrees that any termination of Customer's access to the Free Services may be without prior notice, and Customer agrees that Roundtrip will not be liable to Customer or any third party for such termination. ANY CUSTOMER DATA THAT CUSTOMER ENTERS INTO THE FREE SERVICES WILL BE PERMANENTLY LOST UNLESS INITIAL SUBSCRIPTION TERM COMMENCES FOR A PAID SUBSCRIPTION TO THE ROUNDTRIP SAAS SERVICES. CUSTOMER DATA CANNOT BE EXPORTED FROM THE FREE SERVICES. NOTWITHSTANDING THE “WARRANTY AND DISCLAIMERS” SECTION AND “ROUNDTRIP INDEMNITY” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND ROUNDTRIP SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE ROUNDTRIP'S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, ROUNDTRIP AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER'S USE OF THE FREE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, (B) CUSTOMER'S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) DATA OR CONTENT PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO ROUNDTRIP AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER.
1.a.iii. Subscription. Subject to Customer's payment of all applicable Fees, Roundtrip hereby grants to Customer, during the applicable Subscription Term, a non-exclusive, revocable, non-transferable, non-sublicensable limited right to use the Roundtrip SaaS Services through the Subscription.
1.a.iv. Mobile Applications. With regard to Roundtrip SaaS Services that require the use of Mobile Applications by a Permitted User, Customer shall ensure that all Permitted Users promptly download and install all available updates for the Mobile Applications. Customer further acknowledges and agrees that the Roundtrip SaaS Services may not properly operate should any Permitted User fail to do so, and that Roundtrip is not liable for any damages caused by a failure to update mobile applications accordingly.
1.b. Restrictions on Use. Customer will not itself, and will not permit others to:
1.b.i. in violation of any Applicable Law;
1.b.ii. use the Roundtrip SaaS Services to permit timesharing, service bureau use or commercially exploit the Roundtrip SaaS Services;
1.b.iii. use or access the Roundtrip SaaS Services:
1.b.iii.A. sub-license, sell, rent, lend, lease or distribute the Roundtrip SaaS Services or any Intellectual Property Rights therein, or otherwise make the Roundtrip SaaS Services available to others other than Permitted Users;
1.b.iii.B. in a manner that threatens the security or functionality of the Roundtrip SaaS Services; or
1.b.iii.C. for any purpose or in any manner not expressly permitted in this Agreement;
1.b.iv. use the Services to create, collect, transmit, store, use or process any Customer Data:
1.b.iv.A. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
1.b.iv.B. that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
1.b.iv.C. that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
1.b.v. Modify the Roundtrip SaaS Services;
1.b.vi. reverse engineer, decompile or disassemble the Roundtrip SaaS Services;
1.b.vii. remove or obscure any proprietary notices or labels on the Roundtrip SaaS Services, including brand, copyright, trademark and patent or patent pending notices;
1.b.viii. access or use the Roundtrip SaaS Services for the purpose of building a similar or competitive product or service;
1.b.ix. perform any vulnerability, penetration or similar testing of the Roundtrip SaaS Services; or
1.b.x. use the Services for any purpose or in any manner not expressly permitted in this Agreement.
1.c. Permitted Purpose. Customer may access and use the Roundtrip SaaS Services solely for the Purpose. Customer may permit its Permitted Users to access and use the Roundtrip SaaS Services.
1.d. Suspension of Access; Scheduled Downtime; Modifications. Roundtrip may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
1.d.i. suspend Customer's access to or use of the Services or any component thereof:
1.d.i.A if Customer or any Permitted User violates any provision of this Agreement;
1.d.ii.B for scheduled maintenance;
1.d.iii.C due to a Force Majeure;
1.d.v.D to address any emergency security concerns;
1.d.vi.E if required to do so by a regulatory body or as a result of a change in Applicable Law; or
1.d.vi.F for any other reason as provided in this Agreement.
1.d.ii. Modify the Services.
Customer is required to accept all patches, bug fixes and updates made by or on behalf of Roundtrip to the Roundtrip SaaS Services.
1.e. Subcontracting. Roundtrip may delegate or subcontract all or any part of the Services to any third party without the Customer's prior consent. The delegating or subcontracting of all or any part of Roundtrip's obligations under this Agreement to any subcontractor will not relieve Roundtrip from any obligation or liability under this Agreement.
1.f. Third-Party Products.
1.f.i Roundtrip or third parties may make available web-based or offline software, other products or services that is provided by Customer or a third party and which may interoperate with the applicable Services, including, for example, an application that is developed by, licensed by or for Customer (collectively “Third-Party Products”). Customer is responsible for separately obtaining or licensing such Third-Party Product. Customer will accept and comply with the license terms applicable to Third-Party Products. If Customer does not agree to abide by the applicable license terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products. Any acquisition by Customer of such Third-Party Products, and any exchange of data between Customer and any such provider of Third-Party Products is solely between Customer and the applicable Third-Party Products provider.
1.f.ii The Roundtrip SaaS Services may contain features designed to interoperate with Third-Party Products. Roundtrip cannot guarantee the continued availability of such Services features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Product ceases to make the Third-Party Products available for interoperation with the corresponding Services features in a manner acceptable to Roundtrip. Roundtrip does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by Roundtrip as “certified” or otherwise. Roundtrip is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Products or its provider. Roundtrip disclaims any and all liability for the use of Third-Party Products residing outside Roundtrip's systems.
1.f.iii If Customer receives notice that any Third-Party Product must be removed, modified or disabled to avoid violating Applicable Law, or third-party rights, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in Roundtrip's judgment continued violation is likely to reoccur, Roundtrip may disable the applicable Services or the Third-Party Product. If requested by Roundtrip, Customer shall confirm such deletion and discontinuance of use in writing and Roundtrip shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable. In addition, if Roundtrip is required by any third party rights holder to remove content, or receives information that content provided to Customer may violate Applicable Law or third-party rights, Roundtrip may discontinue Customer's access to content through the applicable Services.
1.g. Customer-provided Software and Implementation Activities. Customer acknowledges that Roundtrip's ability to provide the Roundtrip SaaS Services is dependant on certain hardware, software, and systems provided by Customer, as well as any integrations or configurations to be provided pursuant to the applicable Statement of Work. For the avoidance of doubt, Customer will be required to continue to pay Fees if Roundtrip is unable to provide the Roundtrip SaaS Services due to any of the foregoing.
1.h. Usage Liimits. Services are subject to usage limits. If Customer exceeds a contractual usage limit, Roundtrip may work with Customer to seek to reduce Customer's usage so that it conforms to that limit. If, notwithstanding Roundtrip's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will pay any amounts for excess usage in accordance with Section 5 (Fees and Payment).
2. User Accounts
2.a. In order for Customer to access and use the Roundtrip SaaS Services, Roundtrip may issue user accounts or credentials (each, a “Customer User Account”) for each Permitted User that Customer wishes to have access to and use of the Roundtrip SaaS Services.
2.b. The Customer is responsible for identifying and authenticating all Permitted Users. The Customer will ensure that Permitted Users only use the Roundtrip SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Roundtrip of any actual or suspected unauthorized use of the Roundtrip SaaS Services. Roundtrip reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.
2.c. Customer shall ensure that all Permitted Users comply with this Agreement and that none of the Permitted Users bring or maintain any Action against Roundtrip, its shareholders, employees, officers, directors, partners, affiliates, agents, contractors, successors, and assigns and those of its affiliates in respect of any matter related to or in connection with the subject matter of this Agreement. Customer shall be liable for any breach by a Permitted User of this Agreement.
3. Ownership; Reservation of Rights
3.a. Customer grants to Roundtrip, a nonexclusive, worldwide, royalty-free, transferable, sublicensable, fully paid-up license to access, collect, use, host, process, store, disclose, transfer, transmit, copy, Modify and display Customer Data to: (a) provide the Services; (b) improve the Services and Roundtrip's other offerings; and (c) create or generate aggregated statistical information that: (1) is anonymized; (2) cannot be re-identified by Roundtrip; and (3) does not contain any Personal Information or identify any customers of Customer or Customer, whether or not aggregated with information of other users or customers (such information, the “Aggregated Data”). For greater clarity, Aggregated Data will not contain any Customer Data. Roundtrip Property (defined below) includes Aggregated Data.
3.b. The Customer is responsible for identifying and authenticating all Permitted Users. The Customer will ensure that Permitted Users only use the Roundtrip SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Roundtrip of any actual or suspected unauthorized use of the Roundtrip SaaS Services. Roundtrip reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.
3.c. Roundtrip or its licensors retain all ownership and Intellectual Property Rights in and to:
3.c.i. the Services (including reports, data, assessments, analyses or compilations of Customer Data, collected by, derived from, created by or returned by the Roundtrip SaaS Services, including any derivative works thereof);
3.c.ii. anything developed or delivered by or on behalf of Roundtrip under this Agreement including Roundtrip Metadata (defined below);
3.c.iii. all other Roundtrip's Confidential Information, including but not limited to, any reports generated from the Roundtrip SaaS Services and Documentation;
3.c.iv. any Modifications to the foregoing (i), (ii), (iii) and (iv),
(collectively “Roundtrip Property”).
3.d. Roundtrip or its licensors retain all rights, title and interest including all Intellectual Property Rights in and to the metadata that is generated by or resulting from the processing of the Customer Data and that results from the ordinary course of the operation of the Roundtrip SaaS Services (“Roundtrip Metadata”). Roundtrip's Confidential Information includes Roundtrip Metadata.
3.e. Customer grants to Roundtrip and it's affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Roundtrip SaaS Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of Services or any of Roundtrip's affiliates' services (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. Roundtrip is not obligated to use any Feedback.
3.f. Subject to the terms and conditions of this Agreement, Roundtrip hereby grants to Customer a revocable, non-exclusive, non transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Subscription Term to use the reports, dashboards and Documentation solely in connection with Customer's receipt of the Roundtrip SaaS Services.
3.g. All rights not expressly granted by Roundtrip to Customer under this Agreement are reserved.
5. Fees and Payment
5.a. Fees. Customer will pay to Roundtrip the fees outlined in the pricing plan presented to Customer or any other fees, charges or amounts required by Roundtrip for use of the Services (“Fees”). Fees payments by Customer must be received by Roundtrip in the same currency as such fees were billed. Payment obligations are non-cancelable and Fees paid are non-refundable, except as set forth herein. If Customer requests that Roundtrip provide it with services in addition to the Services, Customer will be billed for such additional services based on Roundtrip's standard rates. Customer is responsible for providing complete and accurate billing and contact information to Roundtrip and notifying Roundtrip of any changes to such information.
5.b. Usage Limits. If the Customer's use of the Roundtrip SaaS Services exceeds the transaction volume threshold or service capacity or Roundtrip otherwise requires the payment of additional Fees (per the terms of this Agreement), Customer shall be billed for such usage Fees and Customer agrees to pay the additional Fees in the manner required by Roundtrip.
5.c. Changes to the Fees. Roundtrip reserves the right to change the Fees and institute new charges at any time during the Term.
5.d. Invoicing. Customer will pay all invoiced amounts or amounts due within 30 days of the invoice date or as otherwise specified.
5.e. Disputed Invoices or Charges. If the Customer believes Roundtrip has charged or invoiced the Customer incorrectly, the Customer must contact Roundtrip no later than 30 days after having been charged by Roundtrip or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, the Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
5.f. Late Payment. The Customer may not withhold or setoff any amounts due under this Agreement. Roundtrip reserves the right to suspend the Customer's access to the Roundtrip SaaS Services and any delivery of Onboarding Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
5.g. Taxes. The Fees set out in this Agreement do not include applicable federal, state, provincial, municipal, local, foreign taxes, including sales, use, gross receipts, value-added, goods and services, harmonized, use, personal property or other similar transaction taxes (collectively “Taxes”). Customer will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than Taxes based on the net income or profits of Roundtrip.
5.h. Suspension. Any suspension of the Services by Roundtrip pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
5.i. Payment Processor. Payment and collection of Fees is enabled through and executed by a third party payment processors. Transaction fees associated with the individual payment and collection of Fees or amounts under this Agreement are as outlined in the pricing plan provided to Customer. Customer may be required to agree to terms and conditions as required by such third party payment processor from time to time. Prior to using the Roundtrip SaaS Services and any components thereof, Customer must have all applicable such third party payment processor's terms and conditions in effect. By using the Services or any component thereof, Customer acknowledges it must be in full compliance with the terms and conditions of such third party payment processor and be in good standing with such third party payment processor.
6. Confidential Information
6.a. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser's past, present or future customers, suppliers, technology or business, and where the Discloser is Customer includes Customer Data; provided that the Discloser's Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.
6.b. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement:
6.b.i. disclose Confidential Information of the Discloser to any person, except to:
6.b.i.A. in the case of Customer to its own Permitted Users having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writings; or
6.b.i.B. in the case of Roundtrip to Roundtrip's employees, consultants, agents or affiliates, having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement; or to such other recipients as the Discloser may approve in writing.
6.b.ii. Exceptions to Confidentiality. Notwithstanding Section 6(b), the Recipient may disclose the Discloser's Confidential Information: (i) to the extent that such disclosure is required by Applicable Law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party's business; or (iii) in the case of Roundtrip: (1) to potential assignees, acquirers or successors of Roundtrip if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Roundtrip; and (2) to its affiliates, permitted third-party sub-processors, consultants and any other subcontractors in connection with the provision of the Services.
6.b.iii. Return of Confidential Information. Upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information of the other Party in its possession or control within a reasonable amount of time, in accordance with the Recipient's data destruction practices. Notwithstanding the foregoing, Roundtrip may retain any electronically archived Customer's Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.
7. Warranty and Disclaimer
7.a. Mutual Representations, Covenants and Warranties. Each Party represents, warrants, and covenants that:
7.a.i. Customer is solely responsible for: (1) configuring all equipment, software, and systems used with the Services; and (2) ensuring that Permitted Users use the Services in compliance with this Agreement; and
7.a.ii. Customer represents and warrants to, and covenants with, Roundtrip that:
7.a.ii.A. its use of the Services will at all times comply with all Applicable Laws and will not cause Roundtrip to be non-compliant with any Applicable Laws; and
7.a.ii.B. Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable consents, and permissions and otherwise has all authority, in each case as required by and in compliance with Applicable Laws, including applicable privacy laws, to enable Roundtrip to provide the Services, including without limitation with respect to the collection, storage, access, use, disclosure, processing, transmission and transfer of Personal Information, including by or to Roundtrip and to or from all applicable third parties.
7.b. GENERAL DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ROUNDTRIP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ROUNDTRIP TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROUNDTRIP HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, ROUNDTRIP EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICES OR ANY SERVICES (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
8.a. Roundtrip Indemnity.
8.a.i. Roundtrip will indemnify, defend, and hold harmless the Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third party (other than an Affiliate or a Customer Indemnitee) that arise from or relate to any allegation that the Roundtrip SaaS Services infringes any third-party Intellectual Property Right in Canada. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any: (A) incorporation of any Roundtrip SaaS Services into, or any combination, operation, or use of any Roundtrip SaaS Services with, any products or services not provided or authorized by Roundtrip, unless such infringement would also have resulted solely from the use of the Roundtrip SaaS Services without their incorporation in, or combination, operation or use, with such other products or services; (B) modification of any Roundtrip SaaS Services other than by Roundtrip or with Roundtrip's express written approval; (C) unauthorized use of the Roundtrip SaaS Services by Customer or any Permitted User; or (D) Customer's indemnities in Section 8(b). This Section 8 (a) (i) states Roundtrip 's sole liability to, and the Customer's exclusive remedy against, Roundtrip for any third party claim described in this Section.
8.a.ii. If the Roundtrip SaaS Services are, or in Roundtrip's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if the Customer's use of any Roundtrip SaaS Services is enjoined or threatened to be enjoined, Roundtrip may, at its option and sole cost and expense:
8.a.ii.A. obtain the right for the Customer to continue to use the affected Roundtrip SaaS Services materially as contemplated by this Agreement;
8.a.ii.B. modify or replace Roundtrip SaaS Services, in whole or in part, to seek to make the Roundtrip SaaS Services (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Roundtrip SaaS Services under this Agreement; or
8.a.ii.C. if Roundtrip determines that neither of the foregoing two options are reasonably available, by written notice to Customer, Roundtrip may, in its sole discretion, terminate this Agreement and require Customer (and its Permitted Users) to immediately cease all use of the applicable Roundtrip SaaS Services or part or feature thereof provided that Roundtrip will refund to Customer prepaid unused Fees attributable to any applicable Roundtrip SaaS Services that was to be provided after the effective date of termination.
THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.
9. Limitation of Liabilities
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
9.a. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ROUNDTRIP IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL ROUNDTRIP'S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
9.b. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ROUNDTRIP BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
10. Term and Termination
10.a. Term. This Agreement commences on the Effective Date and continues until all Subscriptions hereunder have expired or have been terminated (“Term”).
10.b. Term of Purchased Subscriptions. The term of each Subscription shall be as specified in the pricing plan or confirmed by Roundtrip (“Subscription Term”). Except as otherwise specified in the pricing plan, Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant Subscription Term.
10.c.i. Either Party may terminate this Agreement for cause by giving to the other Party written notice of termination upon the occurrence of any of the following events: (1) the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer's payment obligations under Section 6) and fails to cure such breach or default within thirty (30) days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (2) immediately if the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (3) immediately if any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
10.c.ii. Without limiting any of its other rights or remedies at law or in equity, under this Agreement, upon providing advance written notice to Customer, Roundtrip may suspend Customer's access to the Services if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach.
10.c.iii. If this Agreement is terminated by Roundtrip in accordance with Section 10 (c), all outstanding Fees for the unexpired portions of the then-current Term will become immediately due and payable, irrespective of the payment frequency or other payment terms set out in the pricing plan. If Customer pre-paid the Fees for a portion of the Term, such pre-paid Fees will not be refunded by Roundtrip. If Customer terminates this Agreement, in accordance with Section 10 (c)(1), because of Roundtrip's uncured material breach, Roundtrip will provide Customer with a pro rata refund of unused pre-paid Fees attributable to the period after the effective date of termination.
10.d. Effect of Termination. Upon expiration or termination of this Agreement:
10.d.i. Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Roundtrip SaaS Services and return any Roundtrip Property in its possession and certify in writing to Roundtrip that the Roundtrip Property has been returned.
10.d.ii. No expiration, cessation of use of the Services by Customer or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration, cessation of use or termination or entitle Customer to any refund. All Fees due and payable and any amounts due to Roundtrip are immediately due and are to be immediately paid by Customer to Roundtrip.
10.d.iii. All Subscriptions will terminate upon the termination of this Agreement. No new Subscriptions may be agreed to upon the termination of this Agreement.
10.e. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 5 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Warranty and Disclaimer), Section 8 (Indemnities), Section 9 (Limitation of Liabilities), Section 10(e) (Survival), and Section 12 (General Provisions).
11. Support Services
For each Subscription to the Roundtrip SaaS Services, Customer will generally have access to Roundtrip's technical support via email at firstname.lastname@example.org (“Support Services”). Support Services will be provided from 9:00 am eastern time to 5:00 pm eastern time each Monday to Friday (excluding statutory and civic holidays observed in Toronto, Ontario Canada). Roundtrip may amend the Support Services from time to time in its sole discretion. Customer shall not be entitled to any Support Services during any Free Trial Term. The following items are excluded from the Support Services: (a) time during holidays and weekends and periods when Roundtrip is performing maintenance (e.g. if Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance); (b) any downtime resulting from outages of third party connections or utilities or other reasons beyond Roundtrip's control; (c) any downtime due to suspension of Roundtrip SaaS Services due to Customer's non payment of Fees; (d) any downtime due to a Force Majeure; (e) Customer's breach of this Agreement; (f) any downtime caused by Internet service provider failure or delay, Third-Party Products, or denial of service attack; (g) any downtime for emergency maintenance; or (h) Roundtrip's blocking of data communications or other Roundtrip SaaS Services in accordance with its policies.
11.a. if to Roundtrip, to the following Roundtrip's address and email contact:
Address: 50 Carroll Street, Toronto, Ontario, M4M3G3
Attention: Roundtrip Operations
11.b. if to Customer, to the current mailing or email address that Roundtrip has on file with respect to Customer. Roundtrip may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping Customer's contact information on file with Roundtrip current at all times during the Term.
12. General Provisions
12.a. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Roundtrip, to the following Roundtrip's address and email contact:
12.b. Assignment. Customer may not assign this Agreement to any third party without Roundtrip's prior written consent. Any purported assignment or delegation by Customer in violation of this Section will be null and void. Roundtrip may assign this Agreement or any rights under this Agreement to any third party without Customer's consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
12.c. Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Roundtrip from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
12.d. Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Roundtrip SaaS Services. Roundtrip makes no representation or warranty that the Roundtrip SaaS Services may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
12.e. Construction. Except as otherwise provided in this Agreement, the Parties' rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
12.f. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party's employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”). For clarity, a Force Majeure event shall not excuse the Customer from its failure to pay Fees or Customer's indemnities under this Agreement. This Section does not apply to any of Customer's obligations under Sections 1 (b), 5, 6, 7 or 8.
12.g. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
12.h. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
12.i. Independent Contractors. Roundtrip's relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
12.j. Entire Agreement. This Agreement (including any documents incorporated herein by reference to a URL or otherwise), constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether oral or written. Any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer's procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Services; (ii) do not override or form a part of this Agreement; and (iii) are void.
12.k. Amendments. ROUNDTRIP RESERVES THE RIGHT AT ANY TIME AND FROM TIME TO TIME TO MODIFY OR DISCONTINUE, TEMPORARILY OR PERMANENTLY, THE ROUNDTRIP SAAS SERVICES AND SERVICES (OR ANY PART THEREOF) WITH OR WITHOUT NOTICE. ROUNDTRIP RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME. ANY NEW FEATURES THAT MAY BE ADDED TO THE ROUNDTRIP SAAS SERVICES OR SERVICES FROM TIME TO TIME WILL BE SUBJECT TO THIS AGREEMENT, UNLESS STATED OTHERWISE. CUSTOMER IS RESPONSIBLE FOR REGULARLY REVIEWING THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, BY CHECKING THE DATE OF “LAST UPDATE” AT THE TOP OF THIS DOCUMENT. ROUNDTRIP MAY ALSO, AT ROUNDTRIP'S OPTION, CHOOSE TO NOTIFY CUSTOMER OF SUCH CHANGES BY E-MAIL, THE WEBSITE, ROUNDTRIP SAAS SERVICES OR OTHER MEANS. IF THE MODIFIED AGREEMENT IS NOT ACCEPTABLE TO CUSTOMER, CUSTOMER'S ONLY RECOURSE IS TO STOP USING THE ROUNDTRIP SAAS SERVICES AND SERVICES. CUSTOMER'S CONTINUED ACCESS TO AND USE OF THE ROUNDTRIP SAAS SERVICES OR SERVICES WILL CONSTITUTE THE EFFECTIVE DATE TO SUCH UPDATED AGREEMENT.
12.l. Customer Lists. Roundtrip may identify the Customer by name and logo as a Roundtrip customer on Roundtrip's website and on other promotional materials. Any goodwill arising from the use of the Customer's name and logo will inure to the benefit of the Customer.
12.m. Third Party Beneficiary. Customer acknowledges and agrees that Shopify Inc. (Shopify Inc. together with all of its affiliates, “Shopify”), Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) (in relation to iOS Devices) and Google Inc. (Google Inc. together with all of its affiliates, “Google”) (in relation to Android Devices), are third party beneficiaries of this Agreement, and Shopify, Apple and Google, as applicable, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third party beneficiary thereof.
12.n. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des Parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
13. Apple App Store Additional License Terms
If the Roundtrip SaaS Services are provided to Customer through the Apple App Store, the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement:
The Parties acknowledge this Agreement are concluded between the Parties, and not with Apple. The responsibility for the Roundtrip SaaS Services and content thereof is governed by this Agreement.
Notwithstanding anything to the contrary hereunder, Customer may use the Roundtrip SaaS Services only on an Apple device that Customer owns or controls.
Customer and Roundtrip acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Roundtrip SaaS Services.
In the event of any failure of the Roundtrip SaaS Services to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Roundtrip SaaS Services (if any) to Customer. Except for the foregoing, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Roundtrip SaaS Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by this Agreement.
Any claim in connection with the Roundtrip SaaS Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Apple is not responsible for such claim.
Any third party claim that the Roundtrip SaaS Services or Customer's possession and use of the Roundtrip SaaS Services infringes that third party's Intellectual Property Rights will be governed by this Agreement, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.
Customer represents and warrants that Customer is not: (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties.
Customer may contact Roundtrip in writing regarding any notices, questions, complaints or claims with respect to the Roundtrip SaaS Services.
Address: 50 Carroll Street, Toronto, Ontario, M4M3G3
Attention: Roundtrip Operations
Apple is a third party beneficiary to this Agreement and may enforce this Agreement against Customer.
If any of the terms and conditions in this Agreement are inconsistent or in conflict with Apple's applicable instructions for Minimum Terms for Developer's End User License Agreement (the current version as of the date this Agreement was last updated is located at: http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/) or the App Store Terms of Service (the current version as of the date this Agreement was last updated is located at: http://www.apple.com/legal/internet-services/itunes/ca/terms.html), the terms and conditions of Apple's instructions for Minimum Terms for Developer's End User License Agreement or App Store Terms of Service, as applicable, will apply to the extent of such inconsistency or conflict.
14. Google Play
If the Roundtrip SaaS Services are provided to Customer through the Google Play store, the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement:
Customer acknowledges that Google is not responsible for providing support services for the Roundtrip SaaS Services.
If any of the terms and conditions in this Agreement are inconsistent or in conflict with the Google Play Developer Distribution Agreement (the current version as of the date this Agreement was last updated is located at https://play.google.com/about/developer-distribution-agreement.html), the terms and conditions of Google's Google Play Developer Distribution Agreement will apply to the extent of such inconsistency or conflict.
As used in this Agreement, the following capitalized words have the meaning set out below:
15.a. “Administrator Account” has the meaning set out in Section 2(a).
15.b. “Agreement” has the meaning in the preamble.
15.c. “Aggregated Data” has the meaning in Section 3.
15.d. “Amendment” has the meaning set out in Section 12(k).
15.e. “Applicable Law” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any governmental or regulatory authority.
15.f. “Confidential Information” has the meaning set out in Section 6(a).
15.g. “Customer Data” means any data, information, content, records, and files that Customer or any Permitted User loads or enters into, transmits to, or makes available to the Roundtrip SaaS Services, including but not limited to Personal Information, excluding Aggregated Data and any other Roundtrip Property.
15.h. “Customer User Account” has the meaning set out in Section 2(a).
15.i. “Discloser” has the meaning set out in Section 6(a). "Documentation" means Roundtrip's user guides, manuals or other similar documentation relating to the Roundtrip SaaS Services provided by Roundtrip to Customer either electronically or in hard copy form.
15.j. “Feedback” has the meaning set out in Section 3 (d).
15.k. “Fees” has the meaning set out in Section 5(a).
15.l. “Free Services” means Services that Roundtrip makes available to Customer free of charge. The term “Free Services” excludes Services offered as a free trial and Subscription.
15.m. “Free Trial Term” means the free trial term agreed to or otherwise set by Roundtrip. Free Trial Term commences from the date confirmed by Roundtrip.
15.n. “Force Majeure” has the meaning set out in Section 12(f).
15.o. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
15.p. “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
15.q. “Mobile Applications” means the Roundtrip's mobile device application products and any Modifications thereto provided as part of the Roundtrip SaaS Services.
15.r. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
15.s. “Onboarding Services” means the onboarding services provided by Roundtrip during the Term.
15.t. “Party” has the meaning set out in the preamble.
15.u. “Permitted User” means: (i) individual employees of Customer; and (ii) individual contractors under a staff augmentation arrangement with Customer, that Customer wishes to have access to and use of the applicable Roundtrip SaaS Services.
15.v. “Personal Information” means information about an identifiable individual provided by Customer to Roundtrip under this Agreement.
15.x. “Purpose” means the access and use of the Roundtrip SaaS Services by the Customer and Permitted Users for the sole purpose of Customer's business use. For clarity, nothing contained in this Agreement grants Customer a right to resell, distribute, sublicense the Subscription to any third-party.
15.y. “Recipient” has the meaning set out in Section 6(a).
15.z. “Roundtrip Property” has the meaning set out in Section 3(b).
15.aa. “Roundtrip SaaS Services” means: (i) the services through which Roundtrip hosts and makes available Roundtrip or its licensors' Roundtrip Platform and (ii) any component or Modification of the services referred to in (i). The term “Roundtrip SaaS Services” includes the Mobile Applications, Support Services but does not include Onboarding Services.
15.ab. “Roundtrip Platform” means Roundtrip's or its licensors' delivery management software- as-a-service product made available including Roundtrip's portal, the Mobile Application, APIs, and any components thereof that are operated by Roundtrip, its licensors or its service providers.
15.ac. “Services” means the Roundtrip SaaS Services and the Onboarding Services, collectively, and any part thereof. The term “Services” does not include Third-Party Products.
15.ad. “Support Services” has the meaning set out in Section 11.
15.ae. “Subscription” means the limited right to use and access the Roundtrip SaaS Services in accordance with this Agreement.
15.af. “Subscription Term” has the meaning in Section 10 and includes any renewals of such Subscription Term.
15.ag. “Term” has the meaning in Section 10.
15.ah. “Third-Party Products” has the meaning set out in Section 1(g).
15.ai. “Website” means Roundtrip's website located at roundtrip.ai.