This Four Tower Terms and Conditions of Service (these “Conditions”) contains the terms and conditions that govern the operation, provision, maintenance and management of services provided to Customers (“Services”).
1. Service and System Control. Four Tower LLC (“Provider”) has and will retain sole control over the Services and Provider Materials, including the: (i) Technology; (ii) location(s) where any of the Services are performed; (iii) selection, deployment, modification and replacement of the Provider Materials; and (iv) performance of maintenance, upgrades, corrections and repairs to the Provider Materials. Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Services and Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions or actions based on such use.
2. Changes. Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Provider's services to its customers, (ii) the competitive strength of or market for Provider Materials or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.
3. Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate or otherwise deny Customer's, any Authorized User's or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) any amount owing by Customer to Provider is thirty (30) days or more overdue; (b) Provider receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (c) Provider believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with, any term of these Conditions, or accessed or used the Services or Provider Materials beyond the scope of the rights granted or for a purpose not authorized under these Conditions or in any manner that does not comply with any instruction or requirement of the Documentation; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or (iii) any Service Agreement between Customer and Provider expires or is terminated. This section does not limit any of Provider's other rights or remedies, whether at Law, in equity or under these Conditions or any agreement between the parties.
4. Effect of Service Agreement Expiration or Termination. Upon any expiration or termination of any Service Agreement: (a) all rights, licenses, consents and authorizations granted by either party to the other under such agreement or these Conditions will immediately terminate; (b) not earlier than sixty (60) days after the expiration or termination of any Service Agreement, Provider may permanently erase all Customer Data and Customer's Confidential Information from all systems Provider directly or indirectly controls; (c) Customer shall immediately cease all use of any Services or Provider Materials, permanently erase all Provider Materials and Provider's Confidential Information from all systems Customer directly or indirectly controls, and certify to Provider in a signed written instrument that it has complied with the requirements of this Section. In the event Customer terminates any Service Agreement, all Fees that would have become payable had the Service Agreement remained in effect until expiration of the Term of such agreement will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid amounts due, on receipt of Provider's invoice therefor.
5. Authorization Limitations and Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by these Conditions or any agreement between Customer and Provider and, in the case of Third-Party Materials, any applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as these Conditions expressly permit:
5.1.1. copy, modify or create derivative works or improvements of the Services or Provider Materials;
5.1.2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
5.1.3. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;
5.1.4. bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
5.1.5. input, upload, transmit or otherwise provide to or through the Services or Technology, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
5.1.6. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Technology or Provider's provision of services to any third party, in whole or in part;
5.1.7. remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;
5.1.8. access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;
5.1.9. access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage; or
5.1.10. otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under these Conditions.
6. Customer Systems and Cooperation. Customer shall at all times: (a) set up, maintain and operate in good repair and in accordance with the Documentation all Customer Systems on or through which the Services are accessed or used; and (b) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with these Conditions or any agreement between the parties.
7. Protection of Confidential Information. During the term of any Service Agreement and for a period of two years after the termination or expiration of such Service Agreement, neither party shall make use of the other’s Confidential Information for purposes other than the performance of its obligations under these Conditions. Each party shall protect the other party’s Confidential Information by using the same degree of care as it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The receiving party shall only disclose the Confidential Information to its employees, consultants and subcontractors who have a need to know such Confidential Information in order to perform its obligations under these Conditions. All Confidential Information shall remain the property of the disclosing party. Each party will provide reasonable prior notice to the other, unless prohibited by applicable Law, if it is required to disclose any of the other party’s Confidential Information under operation of law, and such disclosure shall not constitute a breach of these Conditions.
8. Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under any agreement between the parties.
9. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by these Conditions, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.
10. Prohibited Data. Customer acknowledges that the Services are not designed with security and access management for Processing the following categories of information: (a) Personally Identifiable Information; (b) data that is classified and or used on the U.S. Munitions list, including software and technical data; (c) articles, services and related technical data designated as defense articles or defense services; and (d) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, "Prohibited Data"). Customer shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Services, the Technology, the Service Software or any Provider Personnel. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data.
11. Manufacturer Data. Applicable to Customers that provide Manufacturer Data: Customer acknowledges and agrees that it shall be solely responsible for (a) all Manufacturer Data that is (i) provided to Provider for inclusion in SpecSource, or (ii) uploaded directly by Customer into SpecSource; (b) all Manufacturer Data used or displayed in SpecSource; and (c) Manufacturer Data compliance with these Conditions. Customer agrees to routinely update the Manufacturer Data to keep it true, accurate, current and complete. In the event Customer breaches these Conditions, Provider reserves the right to deactivate the inaccurate or incomplete Manufacturer Data until Provider is satisfied, in its sole and complete discretion, that the Manufacturer Data has been adequately updated or revised.
12. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users' Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.
13. Access and Security. Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing.
14. Services and Provider Materials. All right, title and interest in and to the Services and Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and the respective rights holders in the Third-Party Materials. Customer has no right, license or authorization with respect to any of the Services or Provider Materials (including Third-Party Materials) except as expressly set forth in these Conditions or the applicable third-party license. All other rights in and to the Services and Provider Materials (including Third-Party Materials) are expressly reserved by Provider and the respective third-party licensors.
15. Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto. Notwithstanding the foregoing, Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data (a) to Provider and to any subcontractors of Provider as are necessary or useful to perform the Services; and (b) to Provider as are necessary or useful to enforce these Conditions or any agreement between the parties and exercise its rights and perform its duties hereunder or thereunder, as applicable.
16. Manufacturer Data. Applicable to Customers that provide Manufacturer Data: Customer hereby unconditionally and irrevocably grants to Provider a perpetual assignment of the right to use the Manufacturer Data within the Service Software.
17. DISCLAIMER OF WARRANTIES. PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO CUSTOMER, AUTHORIZED USER OR END USER OF THE SERVICES. ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED UNDER LOCAL LAW, PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. FURTHER, PROVIDER MAKES NO REPRESENTATIONS, WARRANTIES, OR COVENANTS REGARDING THE AVAILABILITY OF THE SERVICE SOFTWARE TO THE EXTENT THAT SUCH AVAILABILITY DEPENDS UPON THE AVAILABILITY OF THE INTERNET OR ANY CLOUD COMPUTING SERVICES PROVIDER THAT PROVIDER OR CUSTOMER USES. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS", “WITH ALL FAULTS” AND “AS AVAILABLE”, AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
18. Customer Indemnification. Customer agrees to indemnify, defend and hold harmless Provider from and against any and all Losses incurred by Provider in connection with any Action by a third party that arise out of or relate to any (a) Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with these Conditions or any agreement between the parties; (b) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Customer or any Authorized User, including Provider's compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider; (c) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants or obligations under these Conditions or any agreement between the parties; (d) breach of Section 10 or Section 20; (e) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with these Conditions or any agreement between the parties; or (f) Applicable to Customers that provide Manufacturer Data: any claims that any data, information or other content or materials provided by Customer, including without limitation the Manufacturer Data, under these Conditions or any agreement between the parties is inaccurate, incomplete, false, misleading, fraudulent, disparaging, or otherwise infringes or misappropriates the rights of a third-party.
19. LIMITATION OF LIABILITY. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PROVIDER FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY BEFORE ANY EVENT GIVING RISE TO A CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
20. Compliance with Law. Customer shall perform hereunder strictly in conformance with and subject to (in their present form or as hereafter amended) all applicable domestic and international laws, orders, rules and regulations promulgated by any Government Body that apply to the Service Software and/or Services, including, but not limited to, all export control laws and regulations; all restrictions on destinations, end users, and end use; the United States “Foreign Corrupt Practices Act of 1977”; and the “UK Bribery Act 2010”. Without limiting the foregoing, Customer represents that it is not, and it will not sell the Service Software or Services to any individual or entity that is, named on any U.S. government list of persons or entities prohibited from receiving exports and Customer shall not permit any Authorized Users to access or use the Service Software or Services in violation of any U.S. export embargo, prohibition, or restriction. Without limitation, Customer is responsible for obtaining all licenses or other approvals necessary for downloading or transfer of the Service Software or use of the Services.
21. Force Majeure. The consequences, direct or indirect, of labor troubles, Acts of God (including hurricanes, tornadoes, earthquakes, tsunamis, landslides, fires, or floods), accidents, hostilities, terrorism, shortage of transportation, failure or suspension or curtailment of production due to shortage of labor or supply of raw materials, or other economic factors, government acts or requirements and any and all like or different causes beyond the control of the parties hereto shall excuse performance, except payment by Customer to the extent by which performance is prevented thereby.
22. Enforcement. Customer and Provider agree that the exclusive forum for the adjudication of any controversy or dispute relating to the construction, interpretation of or performance under or any matter relating to these Conditions, any agreement between the parties, and/or the Services furnished by Provider shall be finally settled by confidential binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration panel shall be comprised of three neutral arbitrators, each of whom shall have experience with and knowledge of technology law, and at least one of which must be an attorney. Each party shall appoint one arbitrator and these two arbitrators shall jointly appoint a third arbitrator, who shall chair the arbitration panel. These Conditions shall be governed by and construed in accordance with the laws of the State of Texas without regard to the choice of law rules, statutes, or laws thereof that may require the application of the law of another jurisdiction. Should any provision hereof be held invalid or illegal, such holding shall not affect the validity of the remaining provisions. The place of arbitration shall be Houston, Texas USA. The language of the arbitration shall be English. Except as may be required by applicable law or as ordered by any court of competent jurisdiction, neither party, nor their representatives, nor any arbitrator may disclose the existence, subject, evidence, proceedings, or results of any arbitration hereunder without the prior written consent of all parties.
23. Miscellaneous. Provider and Customer further expressly agree as follows: Provider may issue a press release announcing (a) Customer’s selection of Provider’s product and services; and/or (b) Customer’s successful deployment of Provider’s products and services. Furthermore, Provider may, without Customer's further consent, include Customer's name and/or other indicia in its promotional and marketing materials. Time is of the essence as to all time periods stated herein. All captions are for convenience only and do not constitute a part of these Conditions. In the event of any breach or default of these Conditions by Customer, Provider may employ a representative or attorney to remedy such breach or default, and Customer shall pay to Provider all costs, expenses and fees, including reasonable attorneys’ fees, incurred by Provider in the enforcement hereof and the obtaining of such remedy. The rights and remedies reserved to Provider shall be cumulative and additional to all other remedies provided by Law or in equity.
24. Certain Definitions.
“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's authorization to access and use the Subscription Services.
“Authorized User” means any employees, agents or independent contractors of Customer that are licensed and authorized to access and use the Service Software, solely for Customer’s internal business purposes.
“Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the disclosing party considers confidential or proprietary, including information consisting of or relating to the disclosing party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the disclosing party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all Provider Materials and the financial terms associated with Customer’s use of the Services are the Confidential Information of Provider. Confidential Information does not include information that (i) was rightfully known to a party prior to disclosure by the other party; (ii) was or is made available by the disclosing party to the public or to a third party without restrictions; (iii) is rightfully obtained by a party from a third party; (iv) is independently developed or learned by the recipient party through legitimate means; or (v) is disclosed pursuant to any applicable laws, regulations or order of a court of competent jurisdiction, or by the recipient in defense of a claim against the recipient.
“Customer” means any third-party that uses the Provider Materials or Services.
“Customer Data” means, other than Resultant Data or Manufacturer Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or Manufacturer Data.
“Customer Systems” means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.
“Documentation” means any manuals, instructions or other documents or materials that the Provider provides or makes available to Customer from time to time in any form or medium and which describe the functionality, components, features or requirements of the Services, SpecSource, SpecAdvisor or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
“Government Body” means any domestic or foreign national, state, county, municipal, local, territorial or other government body, bureau, commission, board, authority, or agency, anywhere in the world.
“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Customer or any Authorized User from accessing or using the Services or Technology as intended by these Conditions or any agreement between the parties. Harmful Code does not include any Provider Disabling Device.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any Government Body, or any arbitrator, court or tribunal of competent jurisdiction.
“Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Manufacturer Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received related to any manufactured product that is included in the Four Tower product database, including without limitation, specifications, pricing, identification numbers, ECCNs, ICNS, and other technical data.
“Permitted Use” means any use of the Services by an Authorized User for the benefit of Customer solely in or for Customer's internal business operations.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
“Personally Identifiable Information” means any information relating to an identified or identifiable Individual, an identifiable Individual being someone who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his/her physical, physiological, mental, economic, cultural or social identity, including, without limitation, such Individual’s name, address, phone number, fax number, email address, Social Security number, date of birth, other identifiers issued by Customer, a Government Body or a third party, financial account and credit card information, personal health information and IP addresses, in any media or format, including, without limitation, electronic and paper records.
“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.
“Provider Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.
“Provider Materials” means the Service Software, Resultant Data, Documentation, SpecSource, SpecAdvisor and Technology and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services, SpecSource, SpecAdvisor or Technology. For the avoidance of doubt, Provider Materials includes Resultant Data and any information, data or other content derived from Provider's monitoring of Customer's access to or use of the Services, but do not include Customer Data or Manufacturer Data.
“Provider Personnel” means all individuals involved in the performance of Services as employees, agents or independent contractors of Provider or any Subcontractor.
“Representatives” means, with respect to a party, that party's and its Affiliates employees, officers, consultants, agents, independent contractors, service providers, sublicensees, subcontractors and legal advisors.
“Resultant Data” means information, data and other content that is derived by or through Customer’s use of the Services, including without limitation, searches, search results, reports, analysis, preferences, patterns, usage, information monitoring and other observation of Service Software usage and/or Services used.
“Service Agreement” means any agreement between the Provider and any Customer for the provision of Service Software or other services, including, without limitation, any “click-through” or similar agreement.
“Service Software” means the Provider software application or applications, including without limitation SpecAdvisor and SpecSource, and any third-party or other software, that are ordered by Customer, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Provider provides remote access to and use of as part of the Services.
“SpecAdvisor” is the trade name for the software services offered by Four Tower.
“SpecSource” is the trade name for the Four Tower product catalog.
“Technology” means Four Tower’s proprietary database and software, including all related programs, applications, platforms, databases, designs, formulas, algorithms, processes, and programs that are owned by Four Tower or licensors and that are used to provide the Service Software or Services.
“Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Provider.