Last Modified 3/13/2018
PLEASE NOTE THAT THE FOLLOWING TERMS ARE SUPERCEDED BY ANY ACCOMPANYING LANGUAGE IN YOUR ALLBOUND ORDER FORM. CUSTOMER SHOULD CAREFULLY READ THE TERMS OF THIS AGREEMENT BEFORE SIGNING AN ORDER FORM, CLICKING “ACCEPT” OR ACCESSING OR USING THE ALLBOUND PLATFORM OR ANY SERVICES OF ALLBOUND.
THIS AGREEMENT (“ Agreement”) is made and entered into as of the effective date of the first Order Form executed between ALLBOUND, INC., a Delaware corporation (“ Allbound”) and the Customer, described in such Order Form (“Customer”). The terms and conditions of this Agreement shall govern the Allbound Platform and Service(s) to be provided by Allbound under any Order Form submitted by Customer and accepted by Allbound, as though the provisions of this Agreement were set forth in their entirety within such Order Form or Statement of Work, and so that each Order Form or Statement of Work and this Agreement shall be considered one, fully integrated document and Agreement. The term “Allbound” shall include any third parties which are providing third-party Services identified in an Order Form or Statement of Work. A Definitions section is included at the end of this Agreement.
2. Limitations on Use.
a. Release of Results. Customer may not release to any third party the results of any evaluation of the Allbound Platform or Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of Allbound.
b. Sublicenses; Redistribution; Mirroring. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Allbound Platform or Services or the Content in any way except that Allbound expressly acknowledges and agrees that Customer may disclose and allow access to the Allbound Platform or Services by its third party marketing and development partners in connection with programs and Allbound Platform or Services available to its third party marketing and development partners; (ii) modify or make derivative works based upon the Allbound Platform, Services, or the Content; (iii) create Internet “links” to the Allbound Platform or Services or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Allbound Platform in order to (x) build a competitive product or platform, (y) build a product using similar ideas, features, functions or graphics of the Allbound Platform, or (z) copy any ideas, features, functions or graphics of the Allbound Platform.
c. Internal Business Purpose. Customer may use the Allbound Platform only for its own internal business purposes, including but not limited to supporting its third party partner programs and shall not use the Allbound Platform to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Allbound Platform or the data contained therein; or (v) attempt to gain unauthorized access to the Allbound Platform or its related systems or networks.
3. Order Process. Customer shall order the Allbound Platform or Services by completing and signing an Order Form (Platform and Modules) or Statement of Work (Services). Each accepted, fully executed Order Form or Statement of Work shall become incorporated herein by reference. In the event that Customer’s business practices require a purchase order number be issued prior to payment of any Allbound invoices issued pursuant to this Order Form or Statement of Work, then such purchase order number must be entered herein. Customer’s execution and return of this Order Form or Statement of Work to Allbound without designating a purchase order number shall be deemed an acknowledgement that no purchase order number is required for payment of invoices hereunder. Additionally, terms, provisions or conditions on any purchase order, acknowledgement, or other business form or writing that Customer may use in connection with the provision of the Allbound Platform (or any software) by Allbound, Inc. will have no effect on the rights, duties or obligations of the parties hereunder, regardless of any failure of Allbound, Inc. to object to such terms, provisions or conditions.
4. Customer’s Responsibilities. Customer is responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Allbound Platform, including those related to data privacy, international communications and the transmission of technical or personal data. Customer shall: (i) notify Allbound as soon as practical of any unauthorized use of any password, API security token, or account or any other known or suspected breach of security with respect to the Allbound Platform; (ii) as soon as practical report to Allbound and use reasonable efforts to stop any copying or distribution of Content that is known or suspected by Customer or Customer’s Users; and (iii) not impersonate another Allbound User or provide false identity information to gain access to or use the Allbound Platform. Customer agrees that Customer will comply with all applicable laws and regulations in connection with Customer’s use of the Allbound Platform, including but not limited to, all applicable privacy and export control laws and regulations. Customer acknowledges that the Allbound Platform are subject to U.S. export control laws and regulations and Customer represents that Customer is not a citizen of an embargoed country or prohibited end User under applicable U.S. export and anti-terrorism laws, regulations and lists. Customer represents that Customer is not an individual less than 18 years of age.
5. Mutual Indemnification.
a. Indemnification by Allbound. Allbound shall defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Allbound Platform as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party, and shall indemnify Customer for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Customer in connection with any such Claim; provided, that Customer (a) promptly give Allbound written noticeof the Claim; (b) give Allbound sole control of the defense and settlement of the Claim (provided that Allbound may not settle any Claim unless the settlement unconditionally releases Customer of all liability); and (c) provide to Allbound all reasonable assistance, at Allbound’s expense.
b. Indemnification by Customer. Customer shall defend Allbound against any Claim made or brought against Allbound by a third party alleging that Customer’s data, or Customer’s use of the Allbound Platform in violation of this Agreement, infringes or misappropriates the Intellectual Property Rights of a third party or violates applicable law, and shall indemnify Allbound for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Allbound in connection with any such Claim; provided, that Allbound (a) promptly give Customer written notice of the Claim; (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless the settlement unconditionally release Allbound of all liability); and (c) provide to Customer all reasonable assistance, at Allbound’s expense.
c. Exclusive Remedy. This Section 5 (mutual indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this section.
6. Account Information and Data. Allbound does not own any Customer data. Customer, not Allbound, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer data, and Allbound shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer data, especially caused by Customer’s incorrect usage of the APIs. In the event this Agreement is terminated (other than by reason of Customer’s breach under 14), Allbound will make available to Customer a file of the Customer data if requested by Customer within thirty (30) days of termination. Customer agrees and acknowledges that (i) Allbound is not obligated to retain Customer data for longer than thirty (30) days after termination, and (ii) Allbound has no obligation to retain Customer data, and may delete Customer data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within ten (10) days of notice of such breach. Upon termination for cause resulting from an uncured breach, Customer’s right to access or use Customer data immediately ceases, and Allbound shall have no obligation to maintain or forward any Customer data.
7. Professional Services. If professional services are included in any Statement of Work, the following provisions shall apply. Allbound shall retain all ownership rights to any and all Work Product excluding, any pre-existing technology or materials supplied by Customer for incorporation into such Work Product. Allbound grants Customer a royalty-free, non-exclusive, non-transferable, non-assignable worldwide license to use any Work Product, to the extent necessary to permit Customer to use the Work Product in connection with the Allbound Platform. Customer acknowledges that nothing in this Agreement shall restrict or limit Allbound from performing similar professional services for any third party.
8. Intellectual Property Ownership. Allbound alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Allbound Platform, the Allbound Technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Allbound Platform, the Allbound Technology or the Intellectual Property Rights owned by Allbound. The Allbound name, the ALLBOUND logo, and the product names associated with the Allbound Platform are trademarks of Allbound or third parties, and no right or license is granted to use them.
9. Third Party Interactions. During use of the Allbound Platform, Customer may enter into correspondence with, purchase goods or services from, or participate in promotions of third parties showing their goods or services through the Allbound Platform. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between Customer and the applicable third-party. Allbound and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. Allbound does not endorse any sites on the internet that are linked through the Allbound Platform. Allbound provides these links to Customer only as a matter of convenience, and in no event shall Allbound or its licensors be responsible for any content, products, or other materials on or available from such sites. Allbound provides the Allbound Platform to Customer pursuant to the terms and conditions of this Agreement. Customer recognizes, however, that certain third-party providers of ancillary software, hardware or services may require Customer’s Agreement to additional or different license or other terms prior to Customer’s use of or access to such software, hardware or services.
10. Charges and Payment of Fees. Customer shall pay all fees or charges as specified on each executed Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. Allbound reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice, to Customer, effective upon the next renewal term in accordance with Section 11, below. In the event that Customer does not cancel as described in Section 14 below, such changes shall become effective at the commencement of the renewal term. Neither party will disclose any pricing terms or other terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law, or (b) pursuant to a mutually agreeable press release.
11. Term, Billing, and Renewal.
a. The Initial Term of this Agreement shall begin on the effective date included in the first Order Form signed between the parties. In the event that an Order Form contains modules or Services added to an existing subscription, such added modules or Services shall be coterminous with the Initial or Renewal Term and shall be billed from the Order Form Effective Date.
b. Allbound charges and collects in advance for the committed amounts as defined on each Order Form. In the event that the Order Form or Statement of Work does not establish payment terms, Customer will pay all invoices within thirty (30) days of the date of the invoice. Unless terminated as described in Section 14, upon expiration of the Initial Term of any Order Form, or upon expiration of any Renewal Term as specified herein, all expiring Order Forms or Statement of Works, as applicable, shall automatically renew for an additional one (1) year period, based upon contractual terms for the immediately preceding one (1) year period. Allbound’s fees are exclusive of all credit card fees, taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Allbound’s income. Customer will be billed, and payments will be made, in U.S. dollars. If Customer believes Customer’s bill is incorrect, Customer must contact Allbound in writing within ten (10) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
c. Payment is due in U.S. dollars. If payment is made via credit card, credit card is chargeable upon invoice date and no receipt will be provided. Allbound reserves the right to invoice Customer directly in the event that reasonable efforts made to obtain a credit card payment authorization fails.
d. Customer agrees to provide Allbound with accurate billing and contact information, including Customer’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Administrator. Customer agrees to update this information within thirty (30) days of any change to it. If the contact information Customer has provided is false or fraudulent, Allbound reserves the right to terminate Customer’s access to the Allbound Platform in addition to any other legal remedies.
12. Payment and Suspension. In addition to any other rights granted to Allbound herein, Allbound reserves the right to suspend or terminate this Agreement and Customer’s access to the Allbound Platform if Customer’s account becomes delinquent and is uncured for a period of fifteen (15) days. Delinquent invoices are subject to interest of 2.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, from the date due, plus all expenses of collection. Customer will continue to be charged for license fees during any period of Allbound Platform suspension. If Allbound initiates termination of this Agreement for cause, as further described in Section 14, Customer will be obligated to pay the balance due on Order Forms then in effect computed in accordance with Section 11, above, provided, however, that any such Order Form shall expire at the end of the Initial Term or then-current Renewal Term. Customer agrees that Allbound may charge such unpaid fees to Customer’s credit card or otherwise bill Customer for such unpaid fees.
13. Termination upon Expiration/Reduction in Commitment Level. Either party may terminate any Order Form or, in the case of Customer, deactivate modules, for such Order Form upon written notice delivered to the other party no later than sixty (60) days prior to the expiration of the Initial Term or then-current Renewal Term of such Order Form.
14. Termination for Cause. Either party may terminate this Agreement (and any Order Forms then in effect) if the other party breaches any material term of this Agreement which, in the case of Customer, will include any breach of Customer’s payment obligations or unauthorized use by Customer of the Allbound Technology or Allbound Platform if the other party fails to cure such breach within thirty (30) business days after notice of such breach.
15. Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Allbound further represents and warrants that the Allbound Platform will perform substantially in accordance with the online Allbound help documentation under normal use and circumstances. In the event of a breach of this warranty, Customer’s sole remedy and Allbound’s sole obligation will be for Allbound to make reasonable commercial efforts to correct the non-conformity or, if Allbound is unable to correct the non-conformity within ninety (90) days after Customer’s written notice, for Customer to terminate the applicable Order Form. Customer further represents and warrants that Customer has not falsely identified itself nor provided any false information to gain access to the Allbound Platform and that Customer’s billing information is correct.
16. Usage Fees. Allbound "Accelerate" and "Collaborate" Customers receive unlimited users and storage. In the event that an Allbound "Initiate" Customer’s use of the Allbound Platform exceeds the committed user, storage or transfer volume or any other usage based fees as described on the Order Form, additional usage fees shall apply. Usage shall be assessed monthly in arrears. Usage fees shall be determined as described on the Order Form.
17. Disclaimer of Warranties. Except as provided in Section 15, Allbound and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Allbound Platform or any content. Allbound and its licensors do not represent or warrant that (a) the use of the Allbound Platform or Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Allbound Platform and the Service will meet requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, Allbound Platform, Services, information, or other material purchased or obtained through the Service will meet requirements or expectations, (e) errors or defects will be corrected, or (f) the Allbound Platform or Services or the server(s) that make the Allbound Platform or Services available are free of viruses or other harmful components. THE ALLBOUND PLATFORM AND SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ALLBOUND AND ITS LICENSORS.
18. Internet Delays. The Allbound Platform and Allbound’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Allbound is not responsible for delays, delivery failures, or other damage resulting from such problems.
19. Limitations of Liability. In no event shall Allbound’s aggregate liability arising from or relating to this Agreement exceed the amounts actually paid by or due from Customer in the twelve (12) month period immediately preceding the event giving rise to such liability. Except with respect to indemnity pursuant to Section 5, in no event shall either party or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Agreement, including but notlimited to the use or inability to use the Service, or for any content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
a. “Confidential information” means non-public information of a party to this Agreement or any Customer affiliate that is identified as or would be reasonably understood to be confidential and/or proprietary. Confidential Information includes, without limitation, any Customer data or Allbound or Customer related software or documentation including all algorithms, methods, techniques, code (source code and object code) and processes revealed or utilized therein. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation; or (iv) is independently developed by the Recipient without access to Confidential Information.
b. “Discloser” means the party providing Confidential Information to the Recipient.
c. “Recipient” means the party receiving Confidential Information of the Discloser.
d. “Residual Knowledge” means ideas, concepts, know-how or techniques related to the Discloser’s technology and Confidential Information that are retained in the unaided memories of the Recipient who had rightful access to Confidential Information.
e. Except as otherwise permitted under this Agreement, the Recipient will not disclose to any third party, or make any use of the Discloser’s Confidential Information. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser’s Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than reasonable care. Except in connection with a Discloser’s related software, the non-disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Recipient’s receipt of that item. However, a party’s obligations to maintain a Discloser’s related software will survive in perpetuity. Notwithstanding the foregoing, this section is not intended to prevent a Recipient from using Residual Knowledge, subject to any Intellectual Property Rights of the Discloser.
a. Notice. All notices required to be provided under this Agreement must be delivered in writing by nationally recognized overnight delivery service, by electronic facsimile (fax), by electronic mail as described below, or by us mail to the other party at the address set forth beneath such party’s signature. Customer may give notice to Allbound by mail to its business address as stated on the Order Form or by emailing notices@Allbound.com. Allbound may give notice by emailing Customer’s billing contact as specifiedon the Order Form. All notices shall be deemed to have been given upon receipt or, if earlier, two (2) business days after being deposited in the mail as required above. Either party may change its address by giving timely notice of the new address to the other party pursuant to this section and identifying in such notice the date on which such change is effective.
b. Choice of Law. This Agreement shall be governed by Arizona and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction.
c. Venue. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the service shall be subject to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form) shall add to or vary the terms and conditions of this Agreement.
d. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
e. Litigation/Arbitration Expenses. In any Claim arising out of, or relating to, this Agreement or the method and manner of performance thereof or the breach thereof, the prevailing party shall be entitled to and awarded, in addition to any other relief, a reasonable sum as litigation/arbitration expenses. If neither party wholly prevails, the party that substantially prevails shall be awarded a reasonable sum as litigation/arbitration expenses. In determining what is a reasonable sum for litigation/arbitration expenses, attorneys’ fees shall be included and the actual amount of attorneys’ fees the party is obligated to pay its attorney or attorneys shall be presumed to be reasonable. For the purposes of this provision, the term “proceeding” shall include arbitration, administrative, bankruptcy and judicial proceedings, including appeals therefrom.
f. Successors. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.
g. Assignment. Neither party may assign, convey, attorn or otherwise transfer this Agreement to any third party provided however that either party shall have the right to assign, convey, attorn or transfer this Agreement to (i) a parent or subsidiary of such party, (ii) an acquirer of all or substantially all of the assets of such party, or (iii) in connection with a reorganization or merger. Any purported assignment in violation of this section shall be void. Subject to the foregoing, this Agreement and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, Administrators, legal representatives, successors and assigns.
h. Amendment. This Agreement may not be amended, unless such amendment is in writing executed by both parties.
i. Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between Customer and Allbound as a result of this Agreement or use of the Service.
j. Waiver. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
k. Entire Agreement; Integration. This Agreement, together with any applicable Order Form, comprises the entire Agreement between Customer and Allbound regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or Agreements, whether written or oral, between the parties regarding such subject matter.
l. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The partially executed signature page of any counterpart of this Agreement may be attached to any other partially executed counterpart of this Agreement without impairing the legal effect of the signatures on such signature page.
a. “Administrator(s)” means those Users designated by Customer who are authorized to submit, whether electronically or in writing, Order Forms and to create Customer accounts and otherwise administer Customer’s use of the Service;
b. “Allbound Platform” means the Allbound core platform and modules as described in the relevant product data sheet(s) and as otherwise described by Allbound on http://www.allbound.com, developed, operated, and maintained by Allbound and accessible via http://www.allbound.com or another designated web site or IP address, or ancillary online or offline products and services provided or licensed to Customer by Allbound, to which Customer is being granted access under this Agreement, including the Allbound Technology, the content and any product, service or license belonging to a third party that appears on an Order Form;
c. “Allbound Technology” means all of Allbound’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Allbound in providing the Allbound Platform and related Services;
d. “API(s)” means the application programming interfaces developed and enabled by Allbound that permits Customer to access certain functionality provided by the Service, including without limitation, the Allbound data API that enables the interaction with a Allbound instance automatically through http requests and the Allbound single sign-on APIs that enable the integration of a Allbound instance with other web applications;
e. “Content” means the audio and visual information, documents, software, products and Services contained in or made available via the Allbound Platform, other than Customer data;
f. “Customer Data” means any data, information or material that Customer or Customer’s Users, subscribers or partners may disclose or submit to Allbound or the Service in the course of using the Service;
g. “Initial Term” means the initial period of implementation plus the time period between the subscription start date and subscription end date on the initial Order Form;
h. “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;
i. “Order Form(s)” means the form evidencing the initial subscription order for the Allbound Platform and any subsequent order forms submitted online or in written form, specifying, among other things, the Order Form Effective Date, or other Allbound modules contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such fully executed Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such order form, the terms of this Agreement shall prevail);
j. “Order Form Effective Date” means the date identified in an Order Form as the date on which such Order Form shall be effective;
k. “Renewal Term” means each subsequent period beginning on successive Order Form Effective Date anniversaries during which Customer is obligated to pay for the Services;
l. “Service(s)” means Allbound’s professional services and managed services as described in relevant Statements of Work;
m. “Statement of Work” means the form evidencing the order for Services submitted online or in written form, specifying, among other things, the order effective date, or other Services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such fully executed Statement of Work to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such order form, the terms of this Agreement shall prevail);
n. “User(s)” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Allbound at Customer’s request);
o. “Work Product” 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 Allbound (either alone or jointly with Customer or others) that result from professional Services included in any Order Form and provided to Customer hereunder.