END CUSTOMER TERMS OF SERVICE FOR VERIMATRIX CLOUD XTD SUBSCRIPTION SERVICES (“Terms of Service”)
These Terms of Service constitute a legal agreement between (the “End Customer”) and Verimatrix, Inc. for the Verimatrix Secure Cloud Subscription Services (the “Services”) licensed to End Customer hereunder either as software as a service embedded in a third-party end to end video platform or as a stand-alone item. BY ACCESSING OR USING THE SERVICES, END CUSTOMER ACCEPTS THESE TERMS OF SERVICE. IF END CUSTOMER DOES NOT AGREE TO THESE TERMS OF SERVICE, END CUSTOMER MAY NOT USE OR ACCESS THE SERVICES.
1.0 1.0 Verimatrix Secure Cloud Subscription Services.
Subject to Verimatrix’s receipt of payment of the applicable Services Enablement Fee(s) and the applicable Subscription Fees during the Subscription Period, Verimatrix grants End Customer a limited, non-exclusive, non-sublicensable, non-assignable (by operation of law or otherwise) license to use the Verimatrix Secure Cloud Subscription Services, solely for End Customer’s own business purposes during the Subscription Period. The rights and obligations of End Customer under these Terms of Service may not be assigned or delegated (by operation of law or otherwise) by End Customer without the prior written consent of Verimatrix. All rights not expressly granted to End Customer under these Terms of Service are reserved by Verimatrix and its licensors. In the event Verimatrix does not receive payment of the applicable Subscription Fees, Verimatrix shall have no further obligation to provide the applicable Services to End Customer.
2.0 Verimatrix Responsibilities.
Subject to the terms and conditions of the Terms of Service, including, but not limited to payment of the applicable Services Enablement Fee(s) and Subscription Fees by Reseller or End Customer (if applicable) to Verimatrix, Verimatrix will: (a) during the Subscription Period, make the Verimatrix Secure Cloud Subscription Services available to End Customer on a software as a service basis; (b) provide to End Customer user names, passwords and other information required to use the Verimatrix Secure Cloud Subscription Services; and (c) Verimatrix will provide regular routine and other System administration and support services necessary to maintain the Verimatrix Secure Cloud Subscription Services. For clarity, Verimatrix does not manage any applications (like subscriber management systems, encoders, asset management, etc.) or the user administration within the Verimatrix Secure Cloud Subscription Services that interact with Verimatrix software in the overall video delivery network. Verimatrix will maintain the Secure Cloud Subscription Services and shall provide service availability in accordance with the Verimatrix Cloud Services Support Policy in effect at the time of commencement of the Verimatrix Secure Cloud Subscription Services, and thereafter, in effect at the commencement of each Renewal Term. Maintenance and Support Services for XTD Services are provided in accordance with Exhibit B of the Verimatrix Global Services Support Policy.
3.0 Privacy and Data Protection.
Verimatrix shall maintain and protect End Customer Data in accordance with industry standards security measures designed to protect such data and in accordance with all applicable laws, including but not limited to applicable privacy and data protection laws. During the course of providing Services to Customer, Verimatrix may obtain Personal Data (as defined in Section 4) from or on behalf of End Customer. Verimatrix and End Customer agree to the management of Personal Data as set forth in Section 5. End Customer acknowledges that End Customer is solely responsible for any and all End Customer Data that End Customer elects to transmit or process through use of the Services. Notwithstanding the above, the parties agree that in the event Personal Data is subject to the protection of the General Data Protection Regulation (“GDPR”), then the Data Processing Agreement (“DPA”) available at https://www.verimatrix.com/general_terms_and_conditions-DPA shall govern the processing of Personal Data by Verimatrix on End Customer’s behalf.
As between Verimatrix and End Customer, End Customer exclusively owns all rights, title and interest in and to all End Customer Data. During the Term of the Subscription Period, End Customer hereby grants to Verimatrix and its licensors a non-exclusive, worldwide, royalty-free right to use, store, copy, transmit, modify, create derivative works of, sublicense and display the End Customer Data to the extent necessary to provide Services ordered by Reseller and sold to End Customer, to respond to service or technical problems, to improve Verimatrix Services, to confirm compliance with these Terms of Service, or otherwise at the End Customer’s direction, request or as expressly permitted. End Customer represents and warrants that (a) it has all right, power, and the authority necessary for the collection, use, and processing of the End Customer Data as contemplated by these Terms of Service; (b) End Customer has acquired all the necessary consent required for use of the End Customer Data under the Terms of Service; and (c) the data does not contain any Sensitive Personal Data.
4.0 Management of Personal Data.
During the course of providing Services to End Customer hereunder, Verimatrix may obtain Personal Data from or on behalf of End Customer. Verimatrix agrees to protect all Personal Data as detailed below.
4.1 Limitation of Use.
End Customer agrees and hereby authorizes Verimatrix to access or use Personal Data collected from or on behalf of End Customer only to perform its obligations under the Terms of Service or as otherwise instructed by End Customer.
4.2 Disclosures of Information.
Verimatrix will only transfer Personal Data (i) as required to perform the Services; (ii) where such disclosure or transfer is required by any applicable law, regulation, or governmental authority; or (iii) as otherwise requested by End Customer. End Customer acknowledges and agrees that (a) Verimatrix’s affiliates may be retained as subcontractors; (b) Verimatrix and its affiliates may engage third-party subcontractors in connection with the provision of the Services; and (c) Verimatrix may transfer Personal Data to employees based in the U.S. in provision of the Services.
4.3 Information Security.
Verimatrix will:
4.3.1. implement and maintain appropriate administrative, technical and physical safeguards to protect against anticipated threats to the confidentiality, integrity and security of Personal Data, including (i) maintaining appropriate access controls; and (ii) encrypting, using industry-standard encryption tools, all records and files containing Sensitive Personal Data that Verimatrix transmits or sends wirelessly or across public networks; and
4.3.2 notify End Customer, to the extent permitted by law, within a commercially reasonable period whenever Verimatrix reasonably believes that there has been a Security Incident.
4.4 Termination. Upon termination or expiration of the Subscription Period, Verimatrix will cease processing the Personal Data and, subject to Section 4.3 above, Verimatrix will return to End Customer all such Personal Data, or securely destroy the same, with the exception of back-up data, which will be deleted in accordance with Verimatrix’s retention schedule.
5.0 Intellectual Property Ownership.
Verimatrix (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights in and to the Products, Services, Content, and Deliverables, including any and all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. These Terms of Service do not convey to End Customer any rights of ownership in or related to the Services, Products, Content, Deliverables, or the Intellectual Property Rights owned by Verimatrix. The Verimatrix name, the Verimatrix logo, and the Services names are trademarks of Verimatrix or third parties, and no right or license is granted to use them. End Customer hereby acknowledges the right of Verimatrix’s licensors to enforce its rights hereunder as a third-party beneficiary of the Agreement.
6.0 [Reserved]
7.0 End Customer Restrictions.
End Customer will not: (a) license, sublicense, sell, resell, transfer, assign, distribute, or commercially exploit or make the Services or the Content available to any third party in any way; (b) except as permitted in the use of the Services, modify or make derivative works based upon the Services or the Content; (c) remove or alter any proprietary markings from the Services or the Content; (d) reverse engineer, decompile, reverse compile, adapt, or disassemble, or in any way attempt to reconstruct or discover any algorithms of the Services; (e) access the Services to build a competitive product or service, or to copy any feature or function of the Services; (f) publish benchmark test relating to the Services, except as expressly agreed in writing by Verimatrix; (g) use the Services to store or transmit any infringing, libelous, unlawful, tortious, or otherwise objectionable material or Data; (h) send any spam or unsolicited marketing or emails or messages; (i) interfere with or disrupt the integrity of performance of the Services; or (j) attempt to gain unauthorized access to the Services or their related systems or networks. For Streamkeeper Client Watermarking and Streamkeeper Source Watermarking, Verimatrix makes no representations or warranties, and shall not be liable for errors and omissions, relating to the upload of the video file(s), including, without limitation, bandwidth, network and system availability, inability to complete analysis due to quality or duration of video file, and/or delays in the completion of the analysis. For XTD Services, End Customer’s use of the XTD Services is limited to devices and operating systems Verimatrix supports and may be affected by the performance and compatibility of End Customer’s Systems. Customer shall ensure no viruses or malicious code like malware, spyware, key logger, bots (as the expressions are generally understood in the computing industry) interfere with, compromise or adversely affect the provision of the XTD Services, or are submitted to the XTD Services. This includes, without limitation, denial of XTD Services, interruption of XTD Services, reduction or compromise in quality and efficiency of XTD Services, or any other aspect that compromises the security or continuity of the XTD Services.
8.0 Acceptable Use Policy.
Acceptable Use Policy. End Customer shall use the Verimatrix Secure Cloud Subscription Services only for lawful purposes, in compliance with all applicable laws. End Customer shall use the Verimatrix Secure Cloud Subscription Services in a manner that does not generate excessive Transaction volume. End Customer shall not post any Prohibited Content on the Verimatrix Secure Cloud Subscription Services. If Verimatrix learns of any Prohibited Content on the Verimatrix Secure Cloud Subscription Services, Verimatrix may remove such Prohibited Content or disable access to it. End Customer shall be responsible for all use of the Verimatrix Secure Cloud Subscription Services by its end users, regardless of whether such use is known to or authorized by End Customer. The Verimatrix Secure Cloud Subscription Services are provided for use in conformance with the terms and conditions of these Terms of Service. Verimatrix reserves the right to investigate suspected violations of these Terms of Service. If Verimatrix becomes aware of possible violations, Verimatrix may initiate an investigation including gathering information from End Customer and examination of material on Verimatrix’s servers. During the investigation, Verimatrix, in its sole discretion, may suspend access to the Verimatrix Secure Cloud Subscription Services by End Customer and/or any end users, and/or remove the Verimatrix Secure Cloud Subscription Services content and other material from Verimatrix’s servers. If Verimatrix determines, in its sole discretion, that a violation of these Terms of Service has occurred or End Customer’s or an end user’s use of the Verimatrix Secure Cloud Subscription Services (i) poses a security risk to the Verimatrix Secure Cloud Subscription Services or any third party, (ii) may adversely impact the Verimatrix Secure Cloud Subscription Services or the systems or content of any other customer, (iii) may subject Verimatrix, its affiliates, or any third party to liability, (iv) may be fraudulent, or (v) generates excessive Transaction volume, Verimatrix may take responsive action, including, without limitation, permanent removal of the Prohibited Content, or any portion thereof, from Verimatrix’s servers, issuance of warnings to End Customer or the suspension or termination of the Verimatrix Secure Cloud Subscription Services.
9.2 Passwords. End Customer is responsible for maintaining the confidentiality of any password(s) and access codes given to access the Verimatrix Secure Cloud Subscription Services and is fully responsible for all activities that occur under those usernames, password(s) and access codes, including assigning access privileges to its own employees and other users. End Customer agrees to notify Verimatrix immediately of any unauthorized use of its password(s), and to take reasonable measures to disable accounts and/or generate new passwords in a timely manner. End Customer shall be solely responsible for the security of its usernames and passwords. Continued failure by End Customer to maintain password security may result in the suspension or termination of the Verimatrix Secure Cloud Subscription Services.
9.3. System Security. End Customer shall not compromise the security of the Verimatrix Secure Cloud Subscription Services, Products, the System, or any other system. End Customer shall ensure that any Data uploaded by End Customer to the Verimatrix Secure Cloud does not contain any virus, Trojan horse, worm, or other software designed to permit unauthorized access to, or to erase or otherwise harm, Verimatrix’s software, hardware, or data. End Customer use or distribution of tools designed for compromising security is strictly prohibited, including, without limitation, password guessing programs, cracking tools, penetration testing, distributed denial of service (DDoS) resiliency testing, load testing, or network probing tools. Verimatrix reserves the right to release identification information of End Customer, if End Customer is involved in violations of security, to systems administrators at other Verimatrix Secure Cloud Subscription Services in order to assist them in resolving security incidents. Verimatrix shall also fully cooperate with law enforcement authorities in investigating suspected lawbreakers. The use of Verimatrix Secure Cloud Subscription Services does not grant End Customer, and End Customer hereby waives any right of physical access to, or physical possession of, any servers, equipment, real or personal property, or other assets.
10.0 System Monitoring.
Verimatrix reserves the right to monitor the System electronically from time to time and to access and disclose any information as permitted or required by any law or regulation, to operate its System properly, or to protect itself or other customers, provided that, Verimatrix shall provide End Customer prior notice of any such disclosure. Verimatrix shall fully cooperate with law enforcement authorities in investigating suspected violators. It is not Verimatrix’s intention that the Verimatrix Secure Cloud Subscription Services, System or Verimatrix’s facilities be used in contravention of the Communications Decency Act of 1996, 47 U.S.C. Section 223, or any other applicable law. End Customer shall indemnify and defend Verimatrix for any claims, suits, losses or actions against Verimatrix arising from, related to or in connection with any violation by End Customer of the Communications Decency Act.
11.0 Retention of End Customer Data.
Subject to the terms and conditions of these Terms of Service, Verimatrix will retain End Customer Data stored on the Verimatrix Secure Cloud Subscription Services during the Subscription Period and for thirty (30) days after termination of the Verimatrix Secure Cloud Subscription Services. If Verimatrix receives a request for a copy of End Customer Data in writing from End Customer during such thirty (30) day period, Verimatrix will provide End Customer with a copy of such End Customer Data. Verimatrix will not commingle End Customer Data with data of other customers.
12.0 Sub-contracting.
Verimatrix shall have the right to subcontract Services hereunder in the normal course of business without obtaining End Customer’s written consent, but such subcontracting shall not relieve Verimatrix of any obligation or responsibilities under these Terms of Service.
13.0 Indemnification.
This Section 13.0 states Verimatrix’s total responsibilities, liabilities, and remedies to End Customer’s Indemnitees for any actual or alleged infringement of any intellectual property rights of any third party.
13.1 Indemnification by Verimatrix. Verimatrix shall defend, indemnify and hold harmless End Customer, and its officers, directors, employees and agents (the “End Customer Indemnitees”), from and against all suits, claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) that the End Customer Indemnitees may suffer or incur in connection with or resulting from or arising out of any claims which allege that the Services and/or Product(s) or the use or sale thereof infringe upon any third party U.S. patents, copyrights, or trade secret rights existing as of the commencement of the Services, provided that: (i) Verimatrix must be promptly notified of such claim in writing; (ii) Verimatrix controls the defense or settlement of any such claim; (iii) Verimatrix is given all necessary authority, information and assistance with respect to the claim by End Customer at Verimatrix’s reasonable expense; and (iv) End Customer shall have no authority to settle any claim on behalf of Verimatrix without first obtaining Verimatrix’s written permission.
13.2 Remedy(s) for Enjoinment. In addition to indemnification by Verimatrix under Section 13.1, if the use of the Product is permanently enjoined, Verimatrix shall use commercially reasonable efforts at its expense and option to: (i) obtain all rights required to permit the use of the Product and/or Services; or (ii) modify or replace such Product and/or Services to make it non-infringing; provided that any such replacement or modified Product and/or Services is functionally equivalent to the Product. If neither of the foregoing are reasonably commercially practicable, Verimatrix may terminate the applicable Product license and/or Services, and, if so, will provide the Reseller a pro rata refund of any pre-paid Subscription Fees related to such Services based on the remainder of the pre-paid period as of the effective date of such termination.
13.3 No Liability. Verimatrix shall have no liability for any claim where such claim would have been avoided but for (i) the modification of the Product or Services by End Customer or a third party under End Customer’s direction or supervision where such modification is not contemplated by these Terms of Service or authorized by Verimatrix; (ii) the combination of the Product with software or equipment not provided by Verimatrix if the Product alone would not be the subject of the claim; (iii) the use of the Product as part of an infringing process; (iv) where End Customer continues allegedly infringing activity after being notified thereof or after being informed of, or provided, modifications that would have avoided the alleged infringement; or (v) to the extent infringement results from End Customer’s use of the Services not in accordance with these Terms of Service.
13.4 Indemnification by End Customer. End Customer shall defend, indemnify and hold harmless Verimatrix, and its officers, directors, employees and agents (the “Verimatrix Indemnitees”), from and against all suits, claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) that the Verimatrix Indemnitees may suffer or incur in connection with any third party claim arising from (i) End Customer’s breach of these Terms of Service; (ii) Verimatrix’s compliance with End Customer’s designs, specifications or instructions with respect to the Services; (iii) any third party privacy or data security claims.
14.0 Disclaimer of Warranties.
Verimatrix DOES NOT WARRANT THAT ANY PRODUCT OR SERVICES SHALL MEET END Customer’S REQUIREMENTS OR THAT ANY PRODUCT OR SERVICES WILL BE UNINTERRUPTED, OR ERROR FREE, OR THAT ANY CONTENT, INCLUDING END CUSTOMER DATA OR THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT AS PROVIDED IN THESE TERMS OF SERVICE , THE SERVICES ARE PROVIDED “AS-IS,” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND AND Verimatrix AND ITS LICENSORS MAKE NO OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY PRODUCT, SERVICES OR RELATED MATERIALS PROVIDED UNDER THE AGREEMENT.
15.0 Limitation of Liability.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL VERIMATRIX OR ITS LICENSORS BE LIABLE FOR (i) ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE OF COMPUTER SYSTEMS OR ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE FACILITIES OR EQUIPMENT, DOWNTIME COSTS OR CLAIMS OF END CUSTOMER OR END CUSTOMER’S CUSTOMERS FOR ANY OF THE FOREGOING DAMAGE, WITHOUT REGARD TO HOW SUCH DAMAGES ARE CATEGORIZED; OR (ii) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF VERIMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. END CUSTOMER ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAWS, IN NO EVENT SHALL VERIMATRIX’S AGGREGATE LIABILITY TO END CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES, THE PRODUCTS, THE DOCUMENTATION OR OTHERWISE RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT OF: (i) THE FEES PAID BY RESELLER TO VERIMATRIX DURING THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY; OR (ii) THE SUM OF ONE HUNDRED THOUSAND DOLLARS ($100,000.00) WHICHEVER SHALL BE THE LESSER. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONS OF CERTAIN DAMAGES OR LIABILITIES, SO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 15.0 MAY NOT APPLY IN FULL OR IN PART.
16.0 Term.
These Terms of Service shall remain in effect for the duration Verimatrix receives payment for the Verimatrix Secure Cloud Subscription Services, unless earlier terminated due to breach. Sections 6.0, 7.0, 8.0, 9.3, 11.0, and Sections 13.0 – 17.0 shall survive such termination.
17.0 Miscellaneous.
17.1 Governing Law. These Terms of Service are governed by the laws of: (i) the State of California, if the Order Form is issued by Verimatrix, Inc; or (ii) the laws of France, if the Order Form is issued by Verimatrix, a French société anonyme, without applying (i) any law that would result in the application of any other body of law, or (ii) the United Nations Convention on Contracts for the International Sale of Goods. Disputes hereunder shall be brought and resolved solely and exclusively in, and the parties hereby irrevocably consent to the exclusive jurisdiction and proper venue of, the state and federal courts located in the City of San Diego, State of California, USA, if the Order Form is issued by Verimatrix, Inc., or the courts located in Paris, France, if the Order Form is issued by Verimatrix, a French société anonyme, and the parties waive any objections thereto based on any ground, including improper venue or Forum Non-Conveniens. In any action to enforce these Terms of Service, the prevailing party shall be entitled to costs and attorneys’ fees. Notwithstanding anything to the contrary herein, Verimatrix shall be entitled to seek injunctive or other equitable relief, wherever Verimatrix deems appropriate in any jurisdiction, in order to preserve or enforce Verimatrix’s rights for any breach or threatened breach of these Terms of Service.
17.2 Severability. If any provision of these Terms of Service is held to be invalid, illegal or unenforceable, it shall be treated as severed only in such jurisdiction where it is deemed invalid, illegal or unenforceable and the remaining provisions shall continue in full force and effect.
17.3 Confidentiality. The Parties agree not to permit access to or to disclose the other Party’s Confidential Information, except to its authorized employees and contractors who are bound by confidentiality agreements with terms no less restrictive than those of this Section 17.3 and who need to use or have access to the other Party’s Confidential Information as permitted by the Agreement. A receiving Party shall use at least the same degree of care in protecting the other Party’s Confidential Information as such Party generally exercises in protecting its own most valuable proprietary information and shall inform its employees having access to the Confidential Information of its confidential nature. In no event shall a Party use less than a reasonable degree of care in protecting Confidential Information. “Confidential Information” includes, without limitation, all information relating to the disclosing Party’s business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information, which, when provided by one Party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure. Notwithstanding the foregoing, the receiving Party shall have no obligation of confidentiality with respect to any information which: (a) is already known to the receiving Party at the time of disclosure; (b) is or subsequently becomes publicly available through no wrongful act of the receiving Party; (c) is disclosed or provided to the receiving Party by a third Party without restriction; or (d) is developed independently by the receiving Party without use of or access to the disclosing Party’s Confidential Information.
18. Definitions
“Cloud Services Support Policy” means the policies and procedures for Verimatrix’s performance of Maintenance and Support Services and service availability for Verimatrix Secure Cloud Subscription Services, as updated from time to time and made available to Reseller or End Customer, as applicable.
“Content” means the audio and visual information, documents, software, Services contained in or made available via the Verimatrix Secure Cloud Subscription Services, other than End Customer Data.
“End Customer Data” means any electronic data or information submitted or generated by End Customer through use of the Services.
“Deliverables” means any copyrightable works, products, discoveries, developments, designs, work product, deliverables, improvements, inventions, processes, techniques and know-how made, conceived, reduced to practice or learned by Verimatrix (either alone or jointly with End Customer or others) that results from professional services (if any) provided in connection with these Terms of Service.
“Delivery” means in the case of Subscription Services, the Ready-for-Service Date.
“Global Services Support Policy” means the policies and procedures for Verimatrix’s performance of Maintenance and Support Services for Verimatrix Products and Services, as updated from time to time and made available to Customer.
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“Personal Data” means End Customer data that identifies or could be used to identify an individual.
“Prohibited Content” means content that violates the law, including, but not limited to content that infringes or misappropriates the rights of any third party.
“Security Incident” means any accidental or unauthorized access, acquisition, use, modification, disclosure, loss, damage or destruction of Personal Data.
“Sensitive Personal Data” means name or another identifier in combination with one or more of the following: (i) social security number, taxpayer identification number, passport number, driver’s license number or other government-issued identification number; (ii) credit or debit card details or financial account number, with or without any code or password that would permit access to the account; or (iii) medical or health information.
“Services” means services ordered by End Customer or a third-party reseller for the benefit of the End Customer, including, without limitation, Verimatrix Secure Cloud Subscription Services, Professional Services and Training.
“Subscription Fees” means recurring fees payable for Subscription Services.
“Subscription Period” means the defined period of time that Customer may access and use the Verimatrix Secure Cloud Subscription Services, as applicable, each defined on an Order Form.
“Subscription Services” means Services for which End Customer, via a third-party reseller, pays fees for the Subscription Period.
“Verimatrix Secure Cloud Subscription Services” means End Customer’s access to Verimatrix software available as a service for which Subscription Fees are paid.
