Terms and conditions
Last modified: July 1, 2024
1.Services
These Trackmyuptime.com Service Terms (these “Service Terms”) are between Trackmyuptime.com, a Supersecure Digital Services Pvt limited company (“Trackmyuptime.com”) and the Trackmyuptime.com customer who submits an Order for Trackmyuptime.com’s services (“Customer”).
Trackmyuptime.com may modify these Services Terms at any time, but modifications are not effective for Orders that are in place prior to the modification until the Order renews or Customer adds new Services for the monitored Web Application. See Section 10.20 (Changes to Online Service Terms).
SERVICES. Trackmyuptime.com agrees to provide Services for the Term on the terms and conditions stated in the Order and these Service Terms. Trackmyuptime.com makes the following commitments:
1.1 Services. The Services will include those features listed in Customer’s Order and related graphical user interfaces and application programming interfaces. Trackmyuptime.com will update the Services without additional charge so that they remain consistent with its generally available current offering that corresponds to the Services purchased.
1.2 Warranties. Trackmyuptime.com warrants that (i) the Services will conform in all material respects with the description of the Services stated in the Order and with its general release user Documentation, and (ii) if Customer has configured the Services in accordance with the Documentation for a “best case build” or “common practice build” the data returned by the Services will be materially accurate (the “Services Warranty”).
1.3 Support. Trackmyuptime.com will publish support Documentation online on its Site. Trackmyuptime.com will provide live technical assistance via email, ticket, telephone and chat during its standard support hours. Trackmyuptime.com’s standard support hours are published on its website. Trackmyuptime follows the Indian Holiday schedule and will provide best effort support on these days.
1.4 Trial Usage of Services. Trackmyuptime.com may grant the Customer trial access to its Services for the purpose of assessing the Services’ suitability for a prospective purchase. It is to be noted that, irrespective of any other provisions in the Agreement, any Services offered for trial purposes, whether complimentary or paid, are delivered on an AS IS basis, and exclude any form of service guarantees, warranties, or assurances. Trackmyuptime.com is not obligated to offer support for Services under evaluation. Any support offered, if at all, is on an AS IS and AVAILABLE basis with no guarantees. Trackmyuptime.com will not be responsible for any damage or loss that may result from the Customer’s trial use of the Services.
2.Customer Information
“Customer Data” refers to any information or data provided by the Customer to Trackmyuptime.com or generated and accessed during the use of Trackmyuptime.com Services by either the Customer or Trackmyuptime.com. Specifically, Customer Data includes: (i) information provided to Trackmyuptime.com for account setup, support services, and use of the Services, like the Customer’s personnel contact details, payment details, and the content of any support queries, and (ii) information collected through the use of the Services. Unless the Customer opts to incorporate Trackmyuptime.com’s provided code snippet onto their own Web server, Trackmyuptime.com only collects information that any public visitor to the Customer’s monitored Web Application(s) could access. Should the Customer decide to install Trackmyuptime.com’s code snippet onto their Web server, additional typical web server information may be captured by the Service, such as visitor IP addresses, visit dates and times, and visit duration.
Customer Data is considered confidential, as outlined in Section 10.3 (Confidential Information) of these Service Terms. The ownership of Customer Data, including all associated rights, remains with the Customer. Trackmyuptime.com is permitted to use Customer Data solely to deliver the Services, communicate with the Customer, manage the Customer’s account, assert its legal rights and defenses under the Agreement, and as explicitly allowed in Section 10.3 (Confidential Information). Upon the Customer’s request after service termination, Trackmyuptime.com will eliminate Customer Data.
“Customer Data” does not encompass system-generated insights regarding the Customer’s interaction with the Services, like navigation data on the Service’s interface or metrics on resource usage. Trackmyuptime.com is at liberty to utilize this system-generated data to enhance overall support and Services. The Customer grants Trackmyuptime.com permission to anonymize and combine their Customer Data with anonymized data from other clients and with data from both public and private sources, in order to perform analyses that could yield insights beneficial to the enhancement of its overall services. However, it is a requirement that Trackmyuptime.com’s anonymization process be thorough enough to render re-identification of any piece of data to any individual customer of the Customer or to the Customer themselves technically impossible.
3.Security & Privacy
3.1 Security Measures. Upon the Customer’s request, Trackmyuptime.com will provide details regarding the security protocols it employs to safeguard Customer Data (collectively known as the “Security Materials”). Trackmyuptime.com commits to protecting Customer Data with security measures that meet or exceed the levels outlined in the Security Materials, both throughout the duration of the Term and beyond, for as long as Trackmyuptime.com retains any Customer Data. The Customer recognizes that absolute security cannot be assured and that using online services always carries some level of security risk. The Customer agrees that the security precautions detailed in the Security Materials are suitable and adequate considering the type of Customer Data involved, and accepts that Trackmyuptime.com is not liable for any damage the Customer may incur due to a security breach, except in cases where such a breach is a direct result of Trackmyuptime.com’s failure to uphold the security measures as described in the Security Materials. Furthermore, the Customer agrees that the Security Materials constitute sensitive Confidential Information of Trackmyuptime.com, and are therefore subject to the usage and disclosure limitations as outlined in Section 10.3.
3.2 Data Privacy. The term “Customer Information” encompasses Personal Data as detailed below: (i) business contact details and Trackmyuptime.com login information of the Customer’s staff, along with their engagement with the Trackmyuptime.com application or support portal; (ii) information willingly provided by the Customer’s staff during support inquiries or other forms of communication; and (iii) if the Customer chooses to implement the Trackmyuptime.com code snippet on their Web server, the IP addresses of web application visitors and general data typically collected by Web servers, like the time and duration of visits. Trackmyuptime.com pledges the following regarding the Personal Data of the Customer: (i) Trackmyuptime.com will ensure the Customer can access Personal Data when required by law for the purposes of fulfilling legal obligations to access, delete, or modify Personal Data upon a data subject’s request; and (ii) Trackmyuptime.com will promptly inform the Customer in writing if it becomes aware of any unauthorized access, use, disclosure, destruction, or alteration of any Personal Data, will provide all reasonably available details concerning such an incident, and will collaborate with the Customer to address and resolve the issue.
The Customer recognizes and consents that affiliates and service providers of Trackmyuptime.com may operate outside of the jurisdiction where the Customer’s data subjects reside. Should legal mandates necessitate, both parties will engage in good faith discussions to conclude any necessary agreements to facilitate the cross-border transfer of personal data.
4. API's Mobile Applications
The mobile applications of Trackmyuptime.com, along with any APIs or additional software or digital instructions supplied by Trackmyuptime.com for use on the Customer’s systems or devices, are provided to the Customer under a non-exclusive and limited-term license. This license is solely for the Customer’s use in association with the Trackmyuptime.com Services as allowed by the Agreement and is contingent upon adherence to all stipulations and conditions detailed within the Agreement. Trackmyuptime.com reserves the right to make changes to its APIs periodically.
5. Integration Features
The Services provided include compatibility with third-party services such as Slack, PagerDuty, and various other communication services and tools. The Customer is aware that TrackMyUptime.com’s integrative capabilities might be disrupted or not function as intended in cases where the third-party service provider’s API is not accessible, or if said provider alters its API or services in a manner that affects TrackMyUptime.com’s integration functionality. TrackMyUptime.com is committed to making commercially reasonable efforts to adjust its integration capabilities to retain compatibility with the third-party service providers’ APIs and services. However, TrackMyUptime.com reserves the right to discontinue an integration feature without any obligation to the Customer, should there be a change in the third-party service that results in excessive costs or operational challenges for TrackMyUptime.com. The Customer’s responsibilities under the Agreement, which include payment and other duties, do not hinge on the perpetual availability of any given integration feature.
6. Fees and Payments
6.1 Pricing. Trackmyuptime.com’s pricing structure may consist of both fixed fees and usage-based rates. The initial charges are determined by the Order, and Trackmyuptime.com is authorized to invoice these fees as specified within the Order. Trackmyuptime.com will not raise its fees during the first term of an Order; however, it may implement fee increases for any subsequent renewal terms as indicated on Trackmyuptime.com’s renewal billing. Unless the Order explicitly states otherwise: (i) Trackmyuptime.com may invoice the entire fees for the initial Order term upon the Order’s placement; (ii) fees are quoted and payable in United States Dollars & Indian Rupees; and (iii) once paid, fees are non-refundable, even if the Customer later requests termination of a subscription.
6.2 Taxation. The fees presented do not encompass any sales, use, VAT, GST, or equivalent taxes (“Sales Tax”). The Customer is responsible for the payment of any Sales Tax that Trackmyuptime.com must collect under the law.
6.3 Payment Procedures. In the absence of a different payment agreement with Trackmyuptime.com, the Customer must provide and keep up-to-date a valid payment method that allows Trackmyuptime.com to charge for its Services throughout the Term. Should the Customer’s payment method be removed or fail at any point during the subscription term, Trackmyuptime.com cannot ensure that the pricing from the previous subscription will be preserved for renewals.
6.4 Delinquent Payments. Trackmyuptime.com retains the right to suspend or cancel the Customer’s Services or the Agreement if the Customer fails to make payments on time, including situations where Trackmyuptime.com’s attempt to charge the Customer’s payment card or account is unsuccessful. In the event that Trackmyuptime.com suspends an account due to late payment, the Customer will be liable for a reasonable reinstatement fee as set by Trackmyuptime.com.
7. Customer Obligations, Restrictions On Use
7.1 Usage of Web Application Monitoring. The Customer is restricted to using the Services solely for keeping track of the specified Web Application(s) for which they have the explicit authorization to monitor. The Customer bears full responsibility for any misuse, incorrect use, configuration, or deployment of the monitoring features provided by Trackmyuptime.com. Should Trackmyuptime.com receive a formal complaint pertaining to any misuse of its services, the company will not be held accountable for any resulting harm, including but not limited to service disruption, or loss of functionality or availability of either third-party or the Customer’s services. Trackmyuptime.com maintains the right to alter, cease, suspend, or terminate the Services at its own discretion, should the Customer persist in breaching the Terms of Service in any manner.
7.2 Payment of Fees. The Customer is obliged to settle all due fees for the agreed Term. The Customer must refrain from employing or attempting to use the Services in a manner that could interfere with Trackmyuptime.com’s accurate fee calculation.
7.3 Restrictions on Service Provider Utilization and Resale. The Services are to be used by the Customer only for its and its affiliates’ internal business operations. The Customer is prohibited from reselling the Services or using them to offer services to third parties.
7.4 Customer’s Security Responsibilities. The Customer must take appropriate security measures when using the Services. For instance, the Customer should exert commercially viable efforts to safeguard their systems and data against malware, mandate secure and unique passwords for its users that differ from those for other online accounts, and conduct training to prevent phishing exploits.
7.5 Permitted Users. The Customer shall grant access to the Services exclusively to: (i) their own employees, (ii) the employees of the Customer’s affiliates, and (iii) the employees of the contractors working for the Customer or its affiliates in a capacity that supports their internal business functions. The Customer must take full responsibility for revoking or modifying access and login information for its users, for instance, when an employee leaves the organization. The Customer agrees that Trackmyuptime.com may rely on and act upon instructions from users logged in with valid and active credentials.
7.6 Legal and Responsible Use. The Customer is obligated to use the Services in accordance with all relevant laws and exclusively for monitoring Web applications that are operated legally and within the bounds of industry-accepted use standards, as outlined in the acceptable use policies of major public cloud infrastructure providers like Amazon Web Services, Azure, and Google.
7.7 Assurances and Commitments. The Customer affirms to Trackmyuptime.com, as of the starting date of each Order and continuously thereafter, that: (i) all information provided by the Customer about itself and its business dealings to set up a Service account and initiate an Order is accurate, truthful, and complete; (ii) the Customer has not been subject to any legal or regulatory inquiries or actions relating to its business activities; (iii) the Customer possesses all the required rights and authority to enable Trackmyuptime.com to handle and utilize Customer Information as authorized by the Agreement; and (iv) the Customer has made all necessary disclosures and obtained all necessary consents for Trackmyuptime.com to process Personal Data in the manner allowed by the Agreement.
8. Term, Termination, Suspension
8.1 Duration of Service Agreement. The initial duration of each Order commences upon the submission of the Order and lasts for the period specified within the Order, or for one (1) month if no specific duration is mentioned. The Customer may extend an Order through the payment of the renewal fees to Trackmyuptime.com.
8.2 Cancellation Policy. Should either party significantly fail to comply with any condition of an Order or these Service Terms, the other party has the right to cancel the Order or all Orders between them upon issuing a written notice. However, before cancellation can occur, if the breach is rectifiable, the party intending to cancel must first issue a detailed written notification of the breach to the other party and provide a minimum of ten (10) days to rectify the said breach.
8.3 Service Suspension. Trackmyuptime.com reserves the right to temporarily revoke the Customer’s access to the Services and Customer Information if the Customer substantially breaches the Agreement or if their access to the Services or Customer Information results in a significant security risk. Trackmyuptime.com will endeavor to give the Customer at least two (2) business days’ prior notice before initiating the suspension unless it is an emergency situation. Access to the Services will be restored for the Customer once the issue leading to suspension is resolved, provided that Trackmyuptime.com has not already terminated the Agreement as indicated in this section.
8.4 Ongoing Terms. Certain sections of the Agreement will continue to apply even after it has expired or been terminated early. These sections include Section 2 (Customer Information), Section 3 (Security and Privacy) as long as any Customer Information is kept by Trackmyuptime.com, Section 6 (Fees and Payment), Section 8 (Duration, Cancellation, and Suspension), Section 9 (Remedies, Disclaimers, Indemnity, Limitations), Section 10 (General Terms), and Section 11 (Definitions), as well as any other conditions that are inherently meant to remain in effect post-expiration or termination.
9. Remedies, disclaimers, indemnification, limitations
9.1 Warranty Solution. Should Trackmyuptime.com not uphold the Service Warranty, it will strive to rectify the issue or, if it’s unable to resolve it through commercially reasonable efforts, will reimburse the fees for the month in which the issue persisted. For the Customer to qualify for a warranty solution under this section, they must submit written notification of the issue within ten (10) days after the month’s end and assist with Trackmyuptime.com’s efforts to fix the issue. The solutions provided in this section are the Customer’s only recompense for Trackmyuptime.com’s failure to fulfill the Service Warranty.
9.2 Limitation of Warranties. Beyond what is explicitly outlined in these Service Terms or any Service Level Agreement (SLA), the Services are offered on an AS IS basis. Trackmyuptime.com rejects all implied warranties, including warranties of merchantability, suitability for a specific purpose, and non-infringement, as well as any warranties that may emerge from transaction history. The Customer accepts that the Service may experience interruptions, errors, or security limitations. The Customer affirms that their agreement is based solely on the representations and warranties expressly stated in these Service Terms.
9.3 Protection Against Third-Party Claims. Trackmyuptime.com will provide a legal defense for the Customer and its affiliates, along with their respective employees, directors, members, managers, officers, owners, and agents (together referred to as “Customer Indemnitees”), against any claims from third parties alleging that the use of the Services by the Customer as allowed by the Agreement violates or unlawfully uses the third party’s copyright, patent, trade secret, or other intellectual property rights acknowledged in the United States (either under direct U.S. law or within an international agreement that the U.S. is part of) (referred to as an “IP Claim”). Trackmyuptime.com will also cover any resulting liabilities, judgments, losses, damages, costs, and other expenses (including reasonable legal fees) (“Losses”) that a competent court awards to the third party, or alternatively, will settle the IP Claim at Trackmyuptime.com’s expense. However, any settlement that does not fully resolve the IP Claim or that requires Trackmyuptime.com or any Customer Indemnitees to admit fault will need the Customer’s approval.
Nevertheless, Trackmyuptime.com is not required to offer indemnification for an IP Claim if it arises due to (i) any unauthorized alteration of the Services by any Customer Indemnitees or those under their direction, or (ii) any unauthorized mix or utilization of the Services with other software, hardware, or technology not supplied by Trackmyuptime.com, unless such combination or usage is reasonably foreseeable based on the nature of the Services or their sanctioned use.
Should an IP Claim be made, or in Trackmyuptime.com’s reasonable judgment is likely to be made, Trackmyuptime.com can end the Agreement without any obligation except to reimburse any prepaid fees for Services not yet rendered. This is contingent on Trackmyuptime.com having first taken commercially reasonable efforts to settle the IP Claim or to alter the Services to avert the IP Claim without substantially detracting from their value or functionality.
10. General Terms
10.1 Ownership and Use of Technology/Intellectual Property. The Customer is prohibited from duplicating any portion of the Services or Trackmyuptime.com’s Technology beyond what is necessary for utilizing the Services as allowed under the Agreement, and must not conceal or alter any of Trackmyuptime.com’s branding or proprietary marks. Unless the law explicitly permits—and even then, only following a thirty (30) day prior written notification to Trackmyuptime.com—the Customer is not to reverse engineer or try to decipher any fundamental algorithms or methods incorporated in the Services or any of Trackmyuptime.com’s technology. The Customer is forbidden from sharing with any third party the results of any benchmarks, tests, or evaluations performed on the Services. The intention to create similar technology by using the Services or any other technology of Trackmyuptime.com is expressly forbidden. The Customer is restricted to accessing the Services solely through the interfaces supplied by Trackmyuptime.com and must not alter or create derivatives of any Trackmyuptime.com Technology. Trackmyuptime.com retains full ownership and all rights, including intellectual property rights, to its Services, technology, and related information; these rights are not subject to transfer by implication or estoppel through this Agreement.
10.2 Suggestions and Improvements. Any feedback or suggestions the Customer provides to Trackmyuptime.com about the Services or any of Trackmyuptime.com’s current or potential products or services are granted to Trackmyuptime.com under a perpetual, irrevocable, royalty-free, global license that is unconditional and includes the rights to fully sublicense and transfer. This encompasses the rights to manufacture, utilize, market, promote, import, replicate, exhibit, perform, alter, distribute in original or altered form, and to commercialize any related intellectual property rights. This is without any obligation to provide the Customer with any form of financial return or profit sharing.
10.3 Handling Confidential Information. Both parties are restricted in their use of the other party’s Confidential Information; it may only be used to fulfill their respective obligations under this Agreement, for the officially allowed usage of the Services, to exercise legal rights afforded by this Agreement, or as is otherwise permitted within the bounds of this Agreement or as mandated by law. Both parties commit to keeping the other party’s Confidential Information confidential, with the exception of the following circumstances: (i) sharing with their own service providers, agents, and representatives, on the condition that such entities adhere to confidentiality agreements at least as protective as the stipulations outlined here; (ii) when complying with a legal order such as a subpoena, under the condition that the disclosing party notifies the other party in writing at least seven (7) days before the disclosure of Confidential Information, unless legal provisions explicitly prohibit such advance notice; or (iii) as expressly allowed under the terms of this Agreement.
Upon the Agreement’s expiration or premature conclusion, each party is obliged to either return or eliminate all Confidential Information belonging to the other party. If a party deems it unfeasible to completely destroy the other’s Confidential Information as this Section demands, they must inform the other party in writing, detailing the nature of the Confidential Information and why its destruction is not feasible. Any Confidential Information that is retained post-termination of the Agreement will continue to be protected under the terms of this Section.
Both parties shall exercise commercially reasonable diligence to protect the confidentiality of the other’s Confidential Information. Trackmyuptime.com fulfills its duty to reasonably secure Customer Information by implementing the protocols outlined in its Security Materials. In the event that the Confidential Information of one party is disclosed to the service providers, agents, and representatives of the other, both the Customer and Trackmyuptime.com are accountable for any breach of this Section resulting from such disclosure.
10.4 Legal Governing and Jurisdiction. The Order and these Service Terms shall be regulated and construed according to the laws of the State of Delaware and the United States of America, where relevant, without regard to principles of conflict of laws that might invoke the legislation of another jurisdiction. Both parties categorically and unequivocally renounce and waive any rights under the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties concur that neither the Services nor the Trackmyuptime.com Technology constitutes “goods” within the meaning of any State’s rendition of the Uniform Commercial Code. Each party consents to file any legal suits or actions stemming from this Agreement exclusively in the state courts of Sarasota County, Florida, or the federal courts located in Hillsborough County, Florida. Neither party will contest the personal jurisdiction of these courts, and any objections to the propriety of such venues are hereby waived. In alignment with applicable law, each party foregoes any entitlement to a jury trial for any litigation related to this Agreement or its contents. An action related to this Agreement cannot be initiated more than two (2) years after the cause of action has arisen.
10.5 Communication Procedures. The Customer is required to send notices through the ticket system on the customer portal and must also send a copy via email to [email protected]. Notifications from Trackmyuptime.com to the Customer will be directed to the Customer’s main account contact using the email address listed in the Trackmyuptime.com portal. In case the Customer has to notify regarding a breach of this Agreement, a legal conflict, a legal claim, or any other legal issue, such notification should be emailed to [email protected], and also sent through first-class mail within the United States to the physical address listed on Trackmyuptime.com’s website on the date the electronic notice is sent. Any legal notifications from Trackmyuptime.com to the Customer must also be sent through first-class mail within the United States to the Customer’s designated physical address for notices, or if that address is outside the United States, via a recognized international priority mail courier, contemporaneously with the electronic transmission.
Notices are considered delivered, received, and effective at the time they are emailed, unless the email is sent on a non-business day, in which case the notice is effective at the start of the next business day. All notices must be written in English. A party can change its designated notice address by issuing a notice in the prescribed manner outlined in this Section.
10.6 Pre-Litigation Negotiation. Before initiating any legal proceedings related to the Services, any Order, or these Service Terms, outside of requests for injunctive relief as outlined in Section 10.7 (Injunctive Relief), both parties agree to first provide written notice of the dispute to the other party and engage in a sincere attempt to resolve the dispute through amicable negotiations.
10.7 Urgent Legal Action. Despite any other provision in this Agreement, there is no restriction, precondition, or delay on either party’s right to seek immediate legal action, specifically injunctive relief, from a court with suitable jurisdiction to prevent the other party’s infringement or misappropriation of intellectual property, or to address a breach of confidentiality obligations under this Agreement.
10.8 Adherence to Export Laws. The Services may be governed by the export laws and regulations of the United States and potentially other countries. The Customer is prohibited from allowing users to access or use the Services in any country that is subject to a U.S. embargo, or in any manner that would constitute a breach of U.S. export laws and regulations, or that would result in Trackmyuptime.com violating U.S. export laws, even if such access or use is legal under the laws applicable to the Customer or their users. Both parties assert that they are not included on any list of restricted individuals or entities maintained by the United States, Canada, or any European Union member state.
10.9 Compliance with Anti-Bribery Laws. Each party declares that it has neither received nor been offered any unlawful or unauthorized bribe, kickback, payment, gift, or any other item of value from any employees or agents of the other party in relation to this Agreement. Gifts and hospitality that are customary and appropriate within the context of business do not breach this restriction. Should either party become aware of a breach of this stipulation, they are to inform the other party immediately.
10.10 Exemption due to Unforeseen Events. Neither party will be considered in breach of this Agreement for failures or delays in performing their obligations when such failures or delays stem from circumstances beyond their reasonable control. This includes events like severe disruptions to electrical or internet infrastructure, denial-of-service attacks, natural disasters, conflicts, riots, epidemics, labor strikes, acts of terror, or other similar occurrences not typically accounted for in the industry, with the exception of the Customer’s obligation to make payments.
10.11 Transfer and Delegation. Neither party may transfer or delegate any of its rights or duties under this agreement, by law or otherwise, without obtaining written consent from the other party, which should not be unreasonably withheld. However, either party may, without needing the other party’s agreement, transfer this entire Agreement (including all Orders), to an affiliate or as a part of a merger, acquisition, business reorganization, or sale of all or substantially all of its assets. This Agreement will automatically be legally binding and will confer benefits upon the parties, their successors, and any permitted assignees.
10.12 Collaborative Promotions. Both parties will consider requests from the other to collaborate on creating product whitepapers, web testimonials, and similar published materials. However, no party may release any press statements or public announcements concerning this Agreement or the business relationship it entails without the prior review and consent of the other party. The Customer consents to Trackmyuptime.com mentioning them as a client in sales materials and on its website where it lists its clientele. Similarly, Trackmyuptime.com consents to the Customer identifying them as a service provider on the Customer’s website. Each party is permitted to use the other’s trade or service marks for authorized uses, including name recognition and other sanctioned activities, adhering to any trademark usage guidelines shared by the other party.
10.13 Independent Association. The parties are engaged as independent contractors. Neither party acts as an agent for the other, nor is either party authorized to make commitments or enter contracts on the other’s behalf. References to “partner” or “partnership” within this Agreement or in other communications pertain solely to a business alliance and do not establish any legal partnership, joint venture, or other fiduciary relationship. The parties have not agreed on exclusivity concerning the subject matter of this Agreement; both are free to engage with third parties, including the other’s competitors, for similar transactions anywhere in the world.
10.14 Definitions and Time Calculations. When determining time periods in this Agreement, the initial day of the action, event, or default that starts the countdown is not counted. The term “person” is inclusive of all legal identities, which could mean an individual human, a legal entity like a trust or an executor, or an organization such as a corporation, partnership, or limited liability company. “Personnel” denotes the workers and individual contractors who are under direct supervision of the person in question. “Affiliate” denotes any person or entity that has control, is controlled by, or shares common control with the referenced entity, where control is defined as having the majority of an entity’s voting rights or the ability to dictate an entity’s policies through a controlling number of positions on its governing board. The term “including” is used to mean “including but not limited to.” Monetary values mentioned are to be understood as United States Dollars. The term “parties” with any case variation refers to the entities that have signed this Agreement, with the exception being if “third party” is explicitly mentioned. For the purposes of providing notice, the terms “business day” and “business hours” refer to Monday through Friday, from 7:00 a.m. to 7:00 p.m. Eastern Time in the United States, excluding any U.S. federal public holidays. Whenever “day” is mentioned, it is understood to be a calendar day unless specifically identified as a “business” day. All software and technological resources supplied for the Customer’s usage are provided under a license agreement rather than being sold outright; thus, any mention of buying or selling software or other technological resources refers to the acquisition or provision of a subscription service. Any stipulation within this Agreement that requires communication to be “written” or “in writing” is met through the use of email or another electronic form of writing, unless it is explicitly stated otherwise. Singular nouns include their plural forms where the context necessitates, and gender-specific pronouns are to be interpreted as including all genders. The headings of sections within this Agreement are provided merely for convenience; they do not form part of the Agreement and should not be utilized to construe its provisions.