Definitions

“Acceptance” means the products and services have passed Customers user acceptance tests or been put into commercial service or hosting start date plus 30 days whichever is the sooner.

“Affiliate” in relation to a Party, means any other entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity; and "control," for the purposes of this definition, means possession, direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Backend Connections” means the access to the systems holding the Customer Data.

“Content” shall mean data, information, files, software, scripts, images, graphics, audio, video, text, and any other object or information, transmitted to or from the AwareX Server by Customer or its End User callers through use of the awareX Subscription Service.

“Customer Data” means the electronic data and information (i) collected by the Customer and uploaded to the Software and (ii) collected, processed and generated by the Software from the Customer’s use of the Software, excluding the Software application and the Software’s dependent or required software.

“Documentation” means any documentation or technical specifications and user instructions relating to the use and operation of AwareX Software in their most current form. Documentation provided will be in English.

“End User” shall mean third party users, such as Customer’s customers, of the awareX Subscription Service.

“Fees” means the fees payable by Customer as set forth in an Exhibit A and/or a Purchase Order Form, including, as applicable, Set-up Fees, Base RTU Usage Fees and Incremental RTU Usage Fees, and also as defined in section 4 of this agreement.

“Hosting Start Date” means the first day on which the awareX Subscription Service is available for first production use by Customer, regardless of platform (e.g., Android or iOS) or whether or not the customer actually puts the Product into production.

“Initial Term” means 12 months following the Effective Date.

“MAU” means Monthly Active User which is defined as the count of active devices in any specific calendar month which access data using the awareX subscription service as reported by the AwareX Engagement & Analytics platform.

“Purchase Order / Order Form” means an ordering document signed by Customer specifying the Products and Services to be provided hereunder.

“Personal Information” means information provided to AwareX by or at the direction of Customer, or to which access was provided to AwareX by or at the direction of Customer, in the course of AwareX's performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, passwords or PINs and other personal identifiers).

“Product and Services” means offerings AwareX makes available to the Customer for purchase as defined in an Exhibit A or in an Order Form.

“RTU” means the right to use the awareX subscription service by the Customer to provide services to its own end user customers pursuant to the terms of this agreement.

“Server” shall mean servers and infrastructure that are used for the provision of the awareX Subscription Service, whether such servers and infrastructure are located at an AwareX hosting facility or in a public cloud.

“Software” means the software in machine readable object code form (including all updates and upgrades thereto) comprising the awareX Subscription Service and hosted by AwareX, access to which is provided pursuant to this Agreement.

“System” shall mean web pages, software applications, operations and business support systems, code, information and data owned or controlled by the Customer for interacting with the awareX Subscription Service, including software applications designed by Customer or its designees using the development software made available by AwareX or other sources.

 “Usage Fees” shall mean the Minimum RTU Usage Fees plus any Incremental RTU Usage Fees.