Condiciones de uso
SuiteOP LLC
SuiteOp Terms & Conditions
Last Updated May 8, 2025
THE SUITEOP ONLINE TERMS OF USE (the “Terms of Use”) is entered into by and between SuiteOp, Inc., a Delaware corporation with principal offices at 2093 Philadelphia Pike #5055, Claymont, Delaware 19703 (“SuiteOp”) and the individual or entity accepting this Agreement (“Customer”), each a “Party” and collectively the “Parties” hereto. This Agreement governs Customer’s use of the SuiteOp Service and is effective on the date Customer signs the agreement. Customer’s subscription to use the SuiteOp Service will begin upon submission of an Order that is accepted by SuiteOp. SuiteOp reserves the right to modify or update this Agreement by posting a new version online, together with the “last revised” date. You agree to be bound by SuiteOp’s Privacy Policy located at https://suiteop.com/privacy/ (the “Privacy Policy”), as it may be amended from time to time in the future. SuiteOp may update the Privacy Policy at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time to time by accessing the Site.
Customer’s continued use of the Service constitutes acceptance of the most recent version of this Agreement.For adequate consideration and intending to be legally bound, the Parties agree as follows:
KEY TERMS
Effective Date - These Terms are effective as of the date of the last Cover Page signature (for parties executing a formal Order or agreement).
Subscription Term - Subscription term shall begin on the Go-Live Date, defined as the date the Software is first made available for Customer’s production use, and shall continue for twelve (12) months thereafter unless earlier terminated in accordance with the governing agreement.
Governing Law - These Terms are governed by the laws of Delaware, without regard to its conflict of laws rules.
Chosen Courts - Any disputes related to these Terms shall be resolved exclusively in the courts located in Delaware (state or federal).
Covered Claims - Claims covered by indemnity obligations:
Provider Covered Claims:
Any action, proceeding, or claim alleging that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or infringes upon anyone else’s intellectual property or other proprietary rights.
Customer Covered Claims:
Any action, proceeding, or claim alleging that:
(1) Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or infringes upon anyone else’s intellectual property or other proprietary rights; or
(2) Results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).
General Cap Amount - Limitation of liability amount for most claims: 1.0 times the fees paid or payable by Customer to Provider in the 12-month period immediately preceding the claim.
1 Service
1.1 Access and Use. During the Subscription Period and subject to the Use Limitations, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes and for customer-facing purposes in the case of SuitePortal, and only if Customer complies with the terms of this Agreement.
1.2 Support. During the Subscription Period, Provider will provide Technical Support as described in the Cover Page, if any.
1.3 User Accounts. Customer is responsible for all actions on Users’ accounts and for Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised. 'Users' in this context refers to Customer's employees and agents, not end-users or guests using SuitePortal. Customer will make reasonable efforts to inform guests of appropriate use guidelines for SuitePortal.
1.4 Affiliates. If authorized in a Cover Page, individuals from Customer’s Affiliates may access Customer’s account as Users under Customer’s Agreement and Customer will be responsible for its Affiliates’ compliance with this Agreement. If a Customer Affiliate enters a separate Cover Page with Provider, the Customer’s Affiliate creates a separate agreement between Provider and that Affiliate, where Provider’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement.
1.5 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, and enhance Provider’s products and services without restriction or obligation. However, Provider may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer or Users. Provider will not use Usage Data or Feedback to directly compete with Customer, solicit Customer's clients or guests, or in any manner that is competitively detrimental to Customer.
1.6 Customer Content. Provider may copy, display, modify, and otherwise use Customer Content—including Customer’s name, trademarks, and logos (“Customer Marks”)—as reasonably necessary to provide, maintain, improve, and promote the Product and related offerings and to identify Customer as a user of the Product, subject to any trademark-usage guidelines Customer supplies; Customer hereby irrevocably assigns to Provider, on a worldwide basis and for the full term of protection (including any extensions or renewals), all right, title, and interest in and to any Feedback, and, to the extent any moral rights may exist therein, Customer expressly and perpetually waives (and will ensure its personnel waive) all such moral rights in favor of Provider.
1.7 Provider may freely use, analyze, and share aggregated, de-identified data derived from Customer’s use of the Service, provided such data cannot reasonably be used to identify Customer, its Users, or any individual.
2 Restrictions & Obligations
2.1 Restrictions on Customer.
2.1.1 Except as expressly permitted by this Agreement, Customer will not (and will not allow any anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
2.1.2 Customer’s use of the Product must comply with all Documentation and the Acceptable Use Policy, if any.
2.2 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days after the Payment Period; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer’s account when practical. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.
3 Professional Services
Provider will perform the Professional Services as detailed in a Cover Page, if any, and Customer will reasonably cooperate with Provider to allow the performance of Professional Services, including providing Customer Content as needed. Provider is not responsible for any inability to perform the Professional Services if Customer does not cooperate as reasonably requested.
4 Privacy & Security
4.1 Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement.
4.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Cover Page.
5 Payment & Taxes
5.1 Fees and Invoices. All fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable. Provider will send invoices for fees applicable to the Product once per Invoice Period in advance starting on the Subscription Start Date. Invoices for Professional Services may be sent monthly during performance of the Professional Services unless the Cover Page includes a different cadence.
5.2 Payment. Customer will pay Provider the fees and taxes in each invoice in U.S. Dollars within the Payment Period.
5.3 Taxes. Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider’s income taxes.
5.4 Payment Dispute. If Customer has a good-faith disagreement about the amounts charged on an invoice, Customer must notify Provider about the dispute during the Payment Period for the invoice and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Period. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
5.5 You agree that SuiteOp, or our third party service providers, may store your credit or charge card information. You expressly agree that we are authorized to charge you (i) the fee for the Services provided in the applicable Subscription Package for which you have subscribed, billed in advance on a monthly basis, (ii) any other fees for Services you may purchase, including without limitation any fees associated with any Hardware (as defined in Section 19.3 below) that is provided to you by SuiteOp and is not returned as required pursuant to the terms of this this Agreement, if applicable, (iii) any charges for use of the Services in excess of the usage or other limits placed on your use of the Services (and you hereby consent to such charges and agree we are not required to notify you of any such charge in advance) and (iv) any applicable taxes in connection with your use of the Services to the credit or charge card you provide and to reimburse us for all collection costs and interest for any overdue amounts. If the credit or charge card you provide expires and you do not provide new credit or charge card information or cancel your Account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.
6 Service Quantity Adjustments
6.1 If Customer increases its usage of the services—such as by adding units, properties, modules, or features—during the Subscription Period, the provider reserves the right to adjust the applicable fees to reflect the increased usage. The adjustment will be based on Provider’s then-current pricing practices for similar customers and usage profiles and will be effective as of the date the increased usage began. Updated fees will be reflected in the next billing cycle.
7A Term & Termination
7A.1 Subscription Period. Each Order Form will start on the Subscription Start Date, continue for the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date. The initial Subscription Period will include a 30-day trial period. Customer may terminate the Agreement without penalty during this trial period if the Product does not meet Customer's reasonable requirements.
7A.2 Agreement Term. This Agreement will start on the Effective Date and continue for the longer of one year or until all Subscription Periods have ended.
7A.3 Termination. Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach; (b) materially breaches the Agreement in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. In addition, either party may terminate an affected Order Form if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days, and Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. A party must notify the other of its reason for termination.
7A.4 Effect of Termination. Termination of the Agreement will automatically terminate all Order Forms. Upon expiration or termination:
7A.4.1 Customer will no longer have any right to use the Product, Technical Support, or Professional Services.
7A.4.2 Upon Customer’s request, Provider will delete Customer Content within 60 days.
7A.4.3 Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
7A.4.4 Provider will submit a final invoice for all outstanding fees accrued before termination and Customer will pay the invoice according to Section 5 (Payment & Taxes).
7.5 Survival.
7.5.1 The following sections will survive expiration or termination of the Agreement: Section 1.6 (Feedback and Usage Data), Section 2.1 (Restrictions on Customer), Section 5 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 6.4 (Effect of Termination), Section 6.5 (Survival), Section 7B (Representations & Warranties), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Reservation of Rights), Section 13 (General Terms), Section 14 (Definitions), and the portions of a Cover Page referenced by these sections.
7.5.2 Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 4 (Privacy & Security) and Section 12 (Confidentiality) will continue to apply to retained Confidential Information.
7B Representations & Warranties
7B.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.
7B.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
7B.3 From Provider. Provider represents and warrants to Customer that (a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period; and (b) it will perform Professional Services in a competent and professional manner.
7B.4 Provider Warranty Remedy. If Provider breaches a warranty in Section 7.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 30 days of discovering the issue. Within 15 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service or reperform the Professional Services. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period. Provider’s restoration and reperformance obligations, and Customer’s termination right, are Customer’s only remedies if Provider does not meet the warranties in Section 7.3.
8 Disclaimer of Warranties
Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7.3 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 7, Provider and Customer each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
Internet Security Disclaimer. You acknowledge and agree that SuiteOp exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of SuiteOp’s control. You acknowledge that the Internet is inherently risky despite reasonable measures being taken, and you assume responsibility for your use of the Services over the Internet.
9 Limitation of Liability
9.1 Liability Caps. If there are Increased Claims, each party’s total cumulative liability for the Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount. Each party’s total cumulative liability for all other claims arising out of or relating to this Agreement will not be more than the General Cap Amount.
9.2 Damages Waiver. Each party’s liability for any claim or liability arising out of or relating to this Agreement will be limited to the fullest extent permitted by Applicable Laws. Under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
9.3 Exceptions. The liability caps in Section 9.1 and the damages waiver in Section 9.2 do not apply to any Unlimited Claims. The damages waiver in Section 9.2 does not apply to any Increased Claims.
9.4 Statute of Limitations. No party may bring a claim more than 12 months after it arose.
10 Indemnification
10.1 Definitions. For the purposes of this section: Provider Covered Claims means third-party claims alleging that the Cloud Service, when used as permitted under this Agreement, infringes that third party's intellectual property rights. Customer Covered Claims means third-party claims arising from: (1) Customer Content infringing that third party's intellectual property rights; or (2) Customer's use of the Cloud Service in violation of this Agreement or applicable laws.
10.2 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claim.
10.3 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claim.
10.4 Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
10.5 Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid fees for the remainder of the Subscription Period.
10.6 Exclusions.
10.6.1 Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the Provider Covered Claim.
10.6.2 Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.
10.7 Exclusive Remedy. This Section 10 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
11 Confidentiality
11.1 Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
11.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
11.3 Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Disclosing Party reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.
11.4 Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 12 and Recipient remains responsible for everyone’s compliance with the terms of this Section
12 Reservation of Rights
Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.7 (Customer Content), Customer retains all right, title, and interest in and to the Customer Content.
13 General Terms
13.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes.
13.2 Severability, and Waiver. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
13.3 Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.
13.4 Injunctive Relief. Despite Section 14.3 (Governing Law and Chosen Courts), a breach of Section 12 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 12 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
13.5 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
13.6 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
13.7 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
13.8 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
13.9 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
13.10 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event.
13.11 Government Rights. The Cloud Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
13.12 Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
13.13 Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
13.14 Signature. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.
14 Definitions.
14.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
14.2 “Agreement” means these Standard Terms, together with the Cover Pages between Provider and Customer that include or reference a single set of Key Terms and the policies and documents referenced in or attached to those Cover Pages.
14.3 “Applicable Data Protection Laws” means the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
14.4 “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
14.5 “Cloud Service” means the product described in an Order Form.
14.6 “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.
14.7 “Cover Page” means a document that is signed or electronically accepted by the parties that incorporates these Standard Terms, identifies Provider and Customer, and may include an Order Form, Key Terms, or both.
14.8 “Covered Claim” means either a Provider Covered Claim or Customer Covered Claim.
14.9 “Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
14.10 “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
14.11 “Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
14.12 “Feedback” means suggestions, feedback, or comments about the Product or related offerings.
14.13 “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disaster like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
14.14 “GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
14.15 “High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
14.16 “Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.
14.17 "Key Terms” means the portion of a Cover Page that includes the key legal details and definitions for this Agreement that are not defined in the Standard Terms. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other details about this Agreement.
14.18 “Order Form” means the portion of a Cover Page that includes the key business details and definitions for this Agreement that are not defined in the Standard Terms. An Order Form may include details about the level of access and use granted to the Cloud Service, nature and timing of Professional Services, extent of Technical Support, or other details about the Product.
14.19 “Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
14.20 "Product” means the Cloud Service, Software, and Documentation.
14.21 “Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
14.22 “Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
14.23 “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
14.24 “Software” means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
14.25 “Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
14.26 “User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.
15 Waiver of Jury Trial and Class Action Rights
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES AND/OR THIS AGREEMENT: (A) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (B) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
16 Contacting SuiteOp
You may contact SuiteOp by email at [email protected].
(End of Document)