Definitions
“Acceptance” means the Solution has passed Customers user acceptance tests or been put into commercial service or hosting start date plus 30 days whichever is the sooner.
“Access Start Date” means the first day on which Agora is available for first use by Customer, regardless of whether or not the customer actually uses Agora.
“Access/Usage Fees” means the fees for access to and usage of Agora as stated in the applicable Exhibit A Order Form.
“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.
“Agora” means AwareX’s AgoraTM Digital Customer Engagement platform; consisting of user applications and a cloud-based platform that encompasses Digital Customer Touchpoints, Interaction Services, Engagement Journeys, and Business Integration Connectors.
“Backend Connections” means the access to the Customer systems holding the Customer Data.
“Content” means 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 Agora.
“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 Agora in their most current form. Documentation provided will be in English.
“Enablement” means the AwareX professional services project required to configure the Agora to support the Customer’s business requirements as defined in this document or applicable Exhibit A Order Form.
“End User” shall mean third party users, such as Customer’s customers, of Agora.
“Fees” means the fees payable by Customer as set forth in Exhibit A Order Form, including, as applicable, Enablement Fees, Access/Usage Fees, and Expenses as defined in section 3.6 of this agreement.
“Initial Term” means <12 months> following the Access Start Date.
“Monthly Average Users (MAU)” means the number of unique users that access Agora within each month, averaged across a 12-month period.
“Order Form” means an ordering document (illustrated in Exhibit A) signed by Customer specifying the Access 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).
“Server” shall mean servers and infrastructure that are used for the provision of Agora, 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 Agora and hosted by AwareX, as well as End-User software configured and available to run on the End User preferred client, (including iOS and Android), access to which is provided pursuant to this Agreement.
“Solution” means the fully enabled and configured version of Agora that supports the Customer’s requirements as documented in the applicable Exhibit A Order Form.
“Subscribers” means the total number of the Customer’s end user customers who could potentially access Agora.
“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 Agora, including software applications designed by Customer or its designees using the development software made available by AwareX or other sources.
