General Terms and Conditions of Self Or On-Premise Hosted Applications

🖐 Note	General Terms and Conditions of Self or On-Premise Hosted Application (“SELF HOSTED EULA”)
	These GTC are applicable to all international cloud hosted application subscriptions.   Terms and conditions are applicable time to time for all subscription models, and are subject changes without any prior notification. You are advised to check the latest terms and conditions at the time of purchase and renewals.   By using Books365 applications you accept all the below terms and conditions.

GENERAL TERMS AND CONDITIONS FOR BOOKS365 SELF OR ON-PREMISE HOSTED APPLICATION (“SELF HOSTED EULA”)

1. DEFINITIONS Capitalized terms used in this document are defined in the Glossary.
2. USAGE RIGHTS AND RESTRICTIONS
   1. Grant of Rights. Subject to all fees paid by the Partner to BOOKS365, BOOKS365 grants to Customers directly or on behalf of Partner a non-exclusive, non-transferable and world-wide right to use the Self Or On-Premise Hosted Application (including its implementation and configuration), Cloud Materials and Documentation solely for Customer’s and its Affiliates’ internal business operations. Permitted uses and restrictions of the Self Or On-Premise Hosted Application also apply to Cloud Materials and Documentation.
   2. Authorized Users. Customer may permit Authorized Users to use the Self Or On-Premise Hosted Application. Usage is limited to the Applications license, Organization license, User license, Usage Metrics and volumes stated in the SELF HOSTED EULA Acceptance Form. Access credentials for the Self Or On-Premise Hosted Application may not be used by more than one individual, but may be transferred from one individual to another with same credentials if the original user is no longer permitted to use the Self Or On-Premise Hosted Application. Customer is responsible for breaches of the Agreement caused by Authorized Users.
   3. Acceptable Use Policy. With respect to the Self Or On-Premise Hosted Application, Customer and its affiliates will not: (a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works, (b) transmit any content or data that is unlawful or infringes any intellectual property rights, or (c) circumvent or endanger its operation or security.
   4. Verification of Use. Customer will monitor its own use of the Self Or On-Premise Hosted Application and report any use in excess of the unauthorized usage, Usage Metrics and volume to Partner. BOOKS365 may monitor use to verify compliance with Usage Metrics, volume and the Agreement. BOOKS365 will be permitted to forward any data regarding use in excess of the Usage Metrics, volume and the Agreement by the Customer to Partner.
   5. Suspension of Self Or On-Premise Hosted Application. BOOKS365 may suspend use of the Self Or On-Premise Hosted Application if continued use may result in material harm to the Self Or On-Premise Hosted Application or its users. BOOKS365 will promptly notify Customer of the suspension. BOOKS365 will limit the suspension in time and scope as reasonably possible under the circumstances.
   6. Third Party Web Services. The Self Or On-Premise Hosted Application may include integrations with web services made available by third parties (other than BOOKS365 or its Affiliates) that are accessed through the Self Or On-Premise Hosted Application and subject to terms and conditions with those third parties. These third party web services are not part of the Self Or On-Premise Hosted Application and the Agreement does not apply to them.
   7. Mobile Access to Self Or On-Premise Hosted Application. Authorized Users may access certain Cloud Hosted Applications through mobile applications obtained from third-party websites such as Android or Apple app store. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement.
3. BOOKS365 RESPONSIBILITIES
   1. Provisioning. BOOKS365 provides access to the Self Or On-Premise Hosted Application as described in the Agreement.
   2. Support. BOOKS365 provides support for the Self Or On-Premise Hosted Application as referenced in the SELF HOSTED EULA Acceptance Form.
   3. Security. BOOKS365 will implement and maintain appropriate technical and organizational measures to protect the personal data processed by BOOKS365 as part of the Self Or On-Premise Hosted Application in accordance with applicable data protection standards.
   4. Modifications. The Self Or On-Premise Hosted Application and BOOKS365 Policies, Terms and Conditions may be modified by BOOKS365 at any time. Modifications may include optional new features for the Self Or On-Premise Hosted Application, which Customer may use subject to the then-current Supplement and Documentation.
   5. Analyses. BOOKS365, or BOOKS365 Affiliates may create analyses utilizing, in part, Customer Data and information derived from Customer’s use of the Self Or On-Premise Hosted Application and Services. Analyses will anonymize and aggregate information, and will be treated as Cloud Materials. Examples of how analyses may be used include: optimizing resources and support; research and development; automated processes that enable continuous improvement, performance optimization and development of new BOOKS365 products and services; verification of security and data integrity; internal demand planning; and data products such as industry trends and developments, indices and anonymous bench marking.
4. CUSTOMER AND PERSONAL DATA
   1. Customer Data. Customer is responsible for all aspect of the Customer Data and entering and verifying and monitoring it into the Self Or On-Premise Hosted Application. Customer grants to BOOKS365 (including BOOKS365 Affiliates and subcontractors) a non-exclusive right to process Customer Data solely to provide and support the Self Or On-Premise Hosted Application.
   2. Personal Data. Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.
   3. Security. Customer will maintain reasonable security standards for its Authorized Users’ use of the Self Or On-Premise Hosted Application.
   4. Access to Customer Data. (a) During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case BOOKS365 and Customer will find a reasonable method to allow Customer access to Customer Data. (b) Before the Subscription Term expires, Customer may use BOOKS365’s self-service export tools (as available) to perform a final export of Customer Data from the Self Or On-Premise Hosted Application. (c) At the end of the Agreement, BOOKS365 will delete the Customer Data remaining on servers hosting the Self Or On-Premise Hosted Application unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement. (d) In the event of third party legal proceedings relating to the Customer Data, BOOKS365 will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data.
5. PARTNER RELATIONSHIP
   1. Non-Payment by Customer/Partner BOOKS365 may at its sole discretion suspend Customer’s use of the Self Or On-Premise Hosted Application and/or terminate the Agreement if Customer/Partner fails to pay any fee or other amount payable by it on its due date.
   2. Termination of partner relationship or orders relating to Customer If (i) Partner terminates all orders relating to the Customer or (ii) BOOKS365 terminates any of Partner’s orders relating to the Customer for good cause or (iii) the partnership between BOOKS365 and Partner relating to the sale of subscription for the Cloud Hosted Applications is terminated, BOOKS365 may (depending on Customer’s choice): (a) directly provide the affected Self Or On-Premise Hosted Application to the Customer pursuant to BOOKS365’s then-current General Terms and Conditions for BOOKS365 Cloud Hosted Applications for mutually-agreed subscription fees; or (b) recommend to Customer other partners or third parties for the provision of the affected Self Or On-Premise Hosted Application.
   3. Independence of Partner Partner is not an agent of BOOKS365. It is an independent entity with no authority to bind BOOKS365 or to make representations or warranties on BOOKS365’s behalf. BOOKS365 will not be liable for reasonably relying on the accuracy and reliability of written information provided by Partner in making any decision that would give BOOKS365 ground to suspend the Self Or On-Premise Hosted Application or terminate the Agreement.
   4. No representations or warranties BOOKS365 makes no representations or warranties as to such authorized distributor or reseller, or any other third party, related to the performance of the products or services of such entities, and fully disclaims any such warranties in accordance with Section 7.
6. TERM AND TERMINATION
   1. Term. The initial Subscription Term is as stated in the SELF HOSTED EULA Acceptance Form.
   2. Termination. (a) A party may terminate the Agreement: (i) upon thirty days written notice of the other party’s material breach (including without limitation Customer’s failure to pay Partner any fees due for the Cloud Hosted Application) unless the breach is cured during that thirty day period, (ii) immediately, if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or otherwise materially breaches Sections 11 or 12.6. (b) BOOKS365 may terminate the Agreement if the relevant Cloud Hosted Applications that this Agreement pertains to were terminated between BOOKS365 and Partner. (c) All the above are subject to minimum subscription commitment period if any stated in the signed contract. Upon pre-mature termination the compensation payable by Customer is calculated between minimum commitment period and total period used.
   3. Effect of Expiration or Termination. Upon the effective date of expiration or termination of the Agreement: (a) Customer’s right to use the Self Or On-Premise Hosted Application and all BOOKS365 Confidential Information will end, (b) Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement, and (c) termination or expiration of the Agreement does not affect other agreements between the parties.
   4. Survival. Sections 6.3, 6.4, 8, 9, 10, 11, and 12 will survive the expiration or termination of the Agreement.
7. WARRANTIES
   1. Compliance with Law. Customer warrants its current and continuing compliance with all laws and regulations applicable to it in connection with the Customer Data and Customer’s use of the Self Or On-Premise Hosted Application.
   2. Good Industry Practices. BOOKS365 warrants that: (a) the Self Or On-Premise Hosted Application will substantially conform to the specifications contained in the Documentation during the Subscription Term for the Cloud Hosted Applications. (b) the Service will materially conform to the specifications contained in the Documentation, SELF HOSTED EULA Acceptance Form, statement of work, deployment description or other documentation containing the scope and service description for the relevant Service in all cases agreed to by BOOKS365 at the point in time the relevant Service is performed by BOOKS365 and it will perform any Service in a workmanlike and professional manner using resources with the skills reasonably required to perform such Services.
   3. Remedy. (a) Provided Customer (and/or Partner on Customer’s behalf) notifies BOOKS365 in writing with a specific description of the Cloud Hosted Application’s or the Service’s nonconformance with the warranty in Section 7.2 within the warranty period without undue delay and BOOKS365 validates the existence of such nonconformance, BOOKS365 will, at its option: (i) with regard to the Cloud Hosted Applications: (α) correct or replace the nonconforming Self Or On-Premise Hosted Application, or (β) if BOOKS365 fails to correct the nonconformance after using reasonable commercial efforts, terminate the access to the nonconforming Self Or On-Premise Hosted Application. (ii) with regard to the Services, re-perform the nonconforming Service. (b) This does not apply to trivial or non-material cases of nonconformance and is Customer’s sole and exclusive remedy under the warranty in Section 7.2.The written notification of any nonconformance by Customer (and/or Partner on Customer’s behalf) must include sufficient detail for BOOKS365 to analyse the alleged nonconformance. Customer must provide commercially reasonable assistance to BOOKS365 in analysing and remediating any nonconformance of the Self Or On-Premise Hosted Application and Service. (c) For clarification purposes, BOOKS365 will (i) with regard to the Cloud Hosted Applications: in all cases; and (ii) with regard to the Services: if BOOKS365 fails to correct the nonconformance of the Service after using reasonable commercial effort, consult with Partner to define a reasonable amount (α) by which Partner may reduce the subscription fees or the fees for the nonconforming Service, in case Partner has not already paid them, or (β) if Partner has already paid the subscription fees or the fees for the nonconforming Service, which BOOKS365 will refund to Partner to reflect the nonconformance. (d) BOOKS365 may fulfill its warranty obligations vis-à-vis Partner or Customer. To the extent that BOOKS365 fulfills its warranty obligations vis-à-vis Partner, Customer will not have any claim against BOOKS365 for a breach of the warranty in Section 7.2.
   4. System Availability. (a) BOOKS365 warrants to maintain an average monthly system availability for the production system of the Self Or On-Premise Hosted Application as defined in the SLA or Supplement. (b) Customer’s sole and exclusive remedy for BOOKS365’s breach of the SLA is the issuance of a credit as described in the SLA, whereby the service level credit will be calculated based on the non-discounted subscription fee set out in the order form agreed between BOOKS365 and Partner. Customer must notify Partner in writing (email permitted) within twenty-one business days after each calendar month in that BOOKS365 does not meet the SLAs, so that Partner can follow BOOKS365’s posted credit claim procedure. When the validity of the service credit is confirmed by BOOKS365 in writing (email permitted) to Partner, BOOKS365 will issue such credit to the Partner who should then forward the credit to Customer. Service credits are in addition to other contractual remedies, but any credits paid will be offset against any damages awarded.
   5. Warranty Exclusions. The warranties in Sections 7.2 and 7.4 will not apply if: (a) the Self Or On-Premise Hosted Application is not used in accordance with the Agreement or Documentation, (b) the nonconformance is caused by Partner, Customer, another third party, or by any product, database, content or service not provided by BOOKS365, or (c) the Self Or On-Premise Hosted Application was provided for no fee or is a trial license of the Self Or On-Premise Hosted Application or both.
   6. Disclaimer. Except as expressly provided in the Agreement, neither BOOKS365 nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of BOOKS365 or product roadmaps in obtaining subscriptions for any Self Or On-Premise Hosted Application.
8. THIRD PARTY CLAIMS
   1. Claims Brought Against Customer. (a) BOOKS365 will support Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Self Or On-Premise Hosted Application infringes or misappropriates a patent claim, copyright or trade secret right. (b) BOOKS365’s obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of Section 2, (ii) use of the Self Or On-Premise Hosted Application in conjunction with any product or service not provided by BOOKS365, or (iii) use of the Self Or On-Premise Hosted Application provided for no fee. (c) In the event a claim is made or likely to be made, BOOKS365 may (i) procure for Customer the right to continue using the Self Or On-Premise Hosted Application under the terms of the Agreement, or (ii) replace or modify the Self Or On-Premise Hosted Application to be non-infringing without a material decrease in functionality. If these options are not reasonably available, BOOKS365 may terminate Customer’s subscription to the affected Self Or On-Premise Hosted Application upon written notice.
   2. Claims Brought Against BOOKS365. Customer will defend BOOKS365 against claims brought against BOOKS365, its Affiliates and subcontractors by any third party related to Customer Data. Customer will indemnify BOOKS365 against all damages finally awarded against BOOKS365, its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.
   3. Third Party Claim Procedure. (a) The party against whom a third party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. (b) The party that is obligated to defend a claim will have the right to fully control the defense. (c) Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.
   4. Exclusive Remedy. The provisions of Section 8 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights.
9. LIMITATION OF LIABILITY
   1. Not Responsible. BOOKS365 and its licensors will not be responsible under this Agreement (i) if a Self Or On-Premise Hosted Application is not used in accordance with the Documentation, or (ii) if the defect or liability is caused by Partner, Customer or any third-party product or service, or (iii) if the Self Or On-Premise Hosted Application is used in conjunction with any product or service not provided by BOOKS365, or (iv) for any Customer activities not permitted under this Agreement. BOOKS365 AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF ANY OF THE CLOUD SERVICES PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT.
   2. Exclusion of Damages; Limitation of Liability. Anything to the contrary herein notwithstanding, except for (a) damages resulting from (i) unauthorized use or disclosure of confidential information; (ii) fraud or willful misconduct; and (iii) death or personal injury arising from either party’s gross negligence or arising from either party’s willful misconduct or (b) BOOKS365’s obligations under Section 8.1 or (c) Customer’s obligations under Section 8.2, under no circumstances and regardless of the nature of any claim will BOOKS365 its licensors or Customer be liable to each other or any other person or entity for an amount in excess of the subscription fees paid by Customer to Partner in the last twelve months period immediately preceding the events giving rise to the claim for the Cloud Hosted Applications directly causing the damages or be liable in any amount for special, incidental, consequential or indirect damages, loss of good will or profits, work stoppage, data loss, computer failure or malfunction, attorney’s fees, court costs, interest or exemplary or punitive damages.
   3. Risk Allocation. This Agreement allocates the risks between BOOKS365 and Customer. The subscription fees paid by Customer reflect this allocation of risk and limitations of liability. It is expressly understood and agreed that each and every provision of this Agreement which provides for a limitation of liability, disclaimer of warranties or exclusion of damages, is intended by the parties to be severable and independent of any other provision and to be enforced as such.
   4. Extension to group members. Any limitations to the liability and obligations of BOOKS365 according to this Section 9 will also apply for the benefit of BOOKS365 and any of its Affiliates and their respective licensors.
10. INTELLECTUAL PROPERTY RIGHTS
    1. BOOKS365 Ownership. BOOKS365, their Affiliates or licensors own all intellectual property rights in and related to the Self Or On-Premise Hosted Application, Cloud Materials, Documentation, Services, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to BOOKS365, and its licensors.
    2. Customer Ownership. Customer retains all rights in and related to the Customer Data. BOOKS365 may use Customer provided trademarks solely to provide and support the Self Or On-Premise Hosted Application.
    3. Non-Assertion of Rights. Customer covenants, on behalf of itself and its successors and assigns, not to assert against BOOKS365, their Affiliates or licensors, any rights, or any claims of any rights, in any Self Or On-Premise Hosted Application, Cloud Materials, Documentation, or Services.
11. CONFIDENTIALITY
    1. Use of Confidential Information. (a) The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 11. Customer will not disclose the Agreement or the pricing to any third party. (b) Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 11. (c) In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
    2. Exceptions. The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, (b) is generally available to the public without breach of the Agreement by the receiving party, (c) at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or (d) the disclosing party agrees in writing is free of confidentiality restrictions.
    3. Publicity. Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that BOOKS365 may use Customer's name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of BOOKS365's marketing efforts (including reference calls and stories, press testimonials, site visits, survey participation). Customer agrees that BOOKS365 may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with BOOKS365.
12. MISCELLANEOUS
    1. Severability. If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
    2. No Waiver. A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
    3. Electronic Signature. Electronic signatures that comply with applicable law are deemed original signatures.
    4. Regulatory Matters. (a) BOOKS365 Confidential Information is subject to export control laws of various countries, including the laws of the India, United States, EU, Asia and Africa. Customer will not submit BOOKS365 Confidential Information or parts thereof to any government agency for licensing consideration or other regulatory approval, and will not export, re-export or import any BOOKS365 Confidential Information or parts thereof to countries, persons or entities if prohibited by export laws. (b) Neither BOOKS365 nor any of its Affiliates assumes any responsibility or liability: (i) for any delay caused in the delivery and/or granting of access to any or all BOOKS365 Confidential Information of parts thereof due to export or import authorizations or both having to be obtained from the competent authorities; (ii) if any required authorization, approval or other consent for the delivery of and/or granting of access to any or all BOOKS365 Confidential Information or parts thereof cannot be obtained from the competent authorities; (iii) if the delivery of and/or granting of access to any or all BOOKS365 Confidential Information or parts thereof is prevented due to applicable Export Laws; and (iv) if access to Cloud Hosted Applications, Services or other services has to be limited, suspended or terminated due to applicable Export Law. (c) BOOKS365 may terminate this Agreement with thirty day’s prior written notice if BOOKS365 or any of its Affiliates may not deliver or grant access to the BOOKS365 Confidential Information to Customer due to an embargo, trade sanction or other comparable restrictive measure, which is expected to be in place for six months or longer.
    5. Notices. All notices will be in writing and given when delivered to the address set forth in an SELF HOSTED EULA Acceptance Form with copy to the legal department. Notices by BOOKS365 relating to the operation or support of the Self Or On-Premise Hosted Application may be in the form of an electronic notice to Customer’s authorized representative or administrator identified in the SELF HOSTED EULA Acceptance Form.
    6. Assignment. Without BOOKS365’s prior written consent, Customer/Partner may not assign or transfer the Agreement (or any of its rights or obligations) to any party. BOOKS365 may assign the Agreement to BOOKS365 or any of its Affiliates.
    7. Subcontracting. BOOKS365 may subcontract parts of the Self Or On-Premise Hosted Application or Services to BOOKS365, any of its Affiliates and to third parties. BOOKS365 and any of its Affiliates may further subcontract parts of the Self Or On-Premise Hosted Application or Services to third parties. BOOKS365 is responsible for breaches of the Agreement caused by its subcontractors.
    8. Relationship of the Parties. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
    9. Force Majeure. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
    10. Governing Law. The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of India, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in India. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
    11. Entire Agreement. The Agreement constitutes the complete and exclusive statement of the agreement between BOOKS365 and Customer/Partner in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under Section 3.4. An Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if BOOKS365 accepts or does not otherwise reject the purchase order.
    12. Non-Solicitation. During the period commencing on the Effective Date and ending two years following the Termination Date, the Customer shall not, without the Books365 or its Partners prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the Books365 or its Partners or its Affiliates; or (ii) hire, on behalf of the Customer or any other person or entity, any person who has left the employment within the two years period following the termination of that person’s employment with the Books365 or its Parters or Affiliates. During the period commencing on the date hereof through and ending two years following the Termination Date, the Customer will not, whether for its own account or for the account of any other affiliates, intentionally interfere with the relationship of the Books365 or its Partners or its Affiliates with, or endeavor to entice away from the Books365 or its Partners or its Affiliates, any person who during the term of the Agreement is, or during the preceding two-years period, was an employee, co-investor, co-developer, joint venturer or other customer of the Books365 or its Partner or its Affiliates.
13. Glossary
    1. “Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.
    2. “Agreement” is defined in the SELF HOSTED EULA Acceptance Form.
    3. “Authorized User” means any individual to whom Customer grants access authorization to use the Self Or On-Premise Hosted Application by an exclusive user credential that is an employee, agent, contractor or representative of (a) Customer, (b) Customer's Affiliates, and/or (c) Customer’s and Customer’s Affiliates’ Business Partners. (d) Authorised User Credential consists of a unique user full name and email address, which is exclusive and non-transferrable.
    4. “Business Partner” means a legal entity that requires use of a Self Or On-Premise Hosted Application in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer.
    5. “Customer” means a legal entity or individual that requires use of a Self Or On-Premise Hosted Application in connection with its Management, Employees, Users, and Affiliates’ internal business operations. These may also include Customers service providers and/or suppliers.
    6. “SELF HOSTED EULA Acceptance Form” means the “BOOKS365 Self Or On-Premise Hosted Application Schedule” concluded between BOOKS365 and the Customer that references the SELF HOSTED EULA. In the absence of an acceptance form all the classes of this agreement shall apply to all Self Or On-Premise Hosted Application Subscription.
    7. “Self Or On-Premise Hosted Application” means any upfront paid with annual maintenace or subscription-based or custom payment schedule based, BOOKS365 Self Or On-Premise Hosted, and supported solution provided by BOOKS365 on behalf of the Partner to the Customer under the SELF HOSTED EULA Acceptance Form.
    8. “Cloud Materials” mean any materials provided or developed by BOOKS365 (independently or with Partner’s and/or Customer’s cooperation) in the course of performance under the Agreement, including in the delivery of any support or Services to Customer. Cloud Materials do not include the Customer Data, Customer Confidential Information or the Self Or On-Premise Hosted Application.
    9. “Confidential Information" means (a) with respect to Customer: (i) the Customer Data, (ii) Customer marketing and business requirements, (iii) Customer implementation plans, and/or (iv) Customer financial information, and (b) with respect to BOOKS365: (i) the Self Or On-Premise Hosted Application, Documentation, Cloud Materials and analyses under Section 3.5, and (ii) information regarding BOOKS365 research and development, product offerings, pricing and availability. (c) Confidential Information of either BOOKS365 or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
    10. “Customer Data” means any content, materials, data and information that Authorized Users enter into the production system of a Self Or On-Premise Hosted Application or that Customer derives from its use of and stores in the Self Or On-Premise Hosted Application (e.g. Customer-specific reports). Customer Data and its derivatives will not include BOOKS365’s Confidential Information.
    11. “Data Processing Agreement” is defined in the SELF HOSTED EULA Acceptance Form.
    12. “Documentation” means BOOKS365's then-current technical and functional documentation as well as any roles and responsibilities descriptions, if applicable, for the Self Or On-Premise Hosted Application which is made available to Customer with the Self Or On-Premise Hosted Application.
    13. “Partner” means a legal entity that requires use of a Self Or On-Premise Hosted Application in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer.
    14. “BOOKS365 Policies” means the operational guidelines and policies applied by BOOKS365 to provide and support the Self Or On-Premise Hosted Application as incorporated in an SELF HOSTED EULA Acceptance Form.
    15. “Services” means professional services related to a Self Or On-Premise Hosted Application, such as implementation, configuration, custom development and training, performed by BOOKS365’s employees or subcontractors as described in the SELF HOSTED EULA Acceptance Form and which are governed by the Consulting Services Supplement or similar agreement for Services.
    16. “SLA” is defined in the SELF HOSTED EULA Acceptance Form.
    17. “Subscription Term” means the term of a Self Or On-Premise Hosted Application subscription of which the initial term is identified in the applicable SELF HOSTED EULA Acceptance Form, including all renewals.
    18. “Supplement” is defined in the SELF HOSTED EULA Acceptance Form.
    19. “Support Policy” is defined in the SELF HOSTED EULA Acceptance Form.
    20. “Usage Metric” means the standard of measurement for determining the permitted use for a Self Or On-Premise Hosted Application as set forth in a SELF HOSTED EULA Acceptance Form.

 

 

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