“Acceptable Use Policy” means the acceptable use policy for the Services as stated in this agreement or such other URL as may be provided by Intellimedia.
“Additional Products,” means Intellimedia products which are not part of the Services, but which may be accessed by End Users using their End User Account login and password or such other URL as Intellimedia may provide.
“Additional Products Terms” means the terms found at any Intellimedia website providing additional information, terms and conditions such other URL as Intellimedia may provide from time to time.
“Admin Account(s)” means the administrative account(s) provided to Customer by Intellimedia for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Intellimedia will provide to Customer.
“Admin Console” means the online tool provided by Intellimedia to Customer for use in reporting and certain other administration functions.
“Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.
“Ads” means online advertisements, excluding advertisements provided by any advertising products that are not part of the Services, displayed by Intellimedia to End Users.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Agreement” means, as applicable either this Intellimedia Suite of Software Agreement, or the combination of an Signup Form and this Intellimedia Suite of Software Agreement.
“Annual Charge” means the annual charge for the Services set forth in the Signup Form (if applicable).
“Billing Start Date” means the date upon which Customer will begin paying Intellimedia for the Services (if applicable).
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
“Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
“Core Services” means the Core Services for G Suite as described in the Services Summary.
“Customer Data” means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.
“Customer Domain Names” means the domain names owned or controlled by Customer, which will be used in connection with the Services, as identified in the Signup Form. Customer may provide the Services to any of its sub-domains (for example, if Customer Domain Name is “edu.com”, a sub-domain may include “alumni.edu.com”) without written approval from Intellimedia.
“Effective Date” means the date this Agreement is countersigned.
“Emergency Security Issue” means either: (a) Customer’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customers’ use of the Services; or (iii) the Intellimedia network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
“End Users” means the individuals Customer permits to use the Services.
“End User Account” means an Intellimedia-hosted account established by Customer through the Services for an End User.
“Export Control Laws” means all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State, but excluding the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce.
“Fees” means the amounts invoiced to Customer by Intellimedia for the Services (if applicable) as described in this Agreement.
“FERPA” means the Family Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act Regulations (34 CFR Part 99), as amended or otherwise modified from time to time.
“Intellimedia Suite of Software Privacy Notice” means the privacy notice at the or such other URL as Intellimedia may provide available from the footer section of Intellimedia’s website site at http://www.intellimedianetworks.com .
“Help Center” means the Intellimedia help center accessible or other such URL as Intellimedia may provide.
“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.
“Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
“Initial Term” means the term for the applicable Services beginning on the Service Commencement Date and continuing for the “Current Services Term” set forth in the Signup Form from the Billing Start Date (if an Signup Form applies to the Services) or if no Signup Form applies to the Services, for the term that begins on the Effective Date and continues for one year.
“Initial Term Charge” means the charge for the Services for the Initial Services Term (excluding any applicable one time fees), as set forth in the Signup Form (if applicable).
“Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
“Monthly Charge” means the monthly charge for the Services set forth in the Signup Form (if applicable).
“Notification Email Address” means the email address designated by Customer to receive email notifications from Intellimedia. Customer may change this email address through the Admin Console.
“Signup Form” means an Signup Form, which is the written document provided by Intellimedia specifying the Services Customer will purchase from Intellimedia for a Fee (if any) under the Agreement. The Signup Form will contain: (i) a signature block for Customer, or for both Customer and Intellimedia; (ii) applicable service SKUs; (iii) Fees (if applicable); and (iv) number of, and current Services Term for, any End User Accounts.
“Other Services” means the “Other Services for Intellimedia Suite of Software Services” as described in the Services Summary.
“Purchase Order” means a Customer issued purchase order.
“Reseller” means, if applicable, the authorized non-Intellimedia Affiliate third party reseller that sells or supplies the Services to Customer.
“Reseller Agreement” means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.
“Services” means the Intellimedia Suite of Software Services provided by Intellimedia and used by Customer under this Agreement. The Services are described here: http://www.intellimedianetworks.com/solutions or such other URL as Intellimedia may provide.
“Service Commencement Date” is the date upon which Intellimedia makes the Services available to Customer.
“Service Specific Terms” means the terms specific to one or more Services.
“Services Pages” mean the web pages displaying the Services to End Users.
“Services Term” means the Initial Services Term and all renewal terms for the applicable Services.
“SLA” means the Services Level Agreement or other such URL as Intellimedia may provide.
“Suspend” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
“Taxes” means any duties, customs fees, or taxes (other than Intellimedia’s income tax), including indirect taxes such as “goods and services tax” and “value-added tax,” associated with the sale of the Services, including any related penalties or interest.
“Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the last Term or (ii) the Agreement is terminated as set forth herein.
“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
“TSS” means the technical support services provided by Intellimedia to the Administrators during the Term pursuant to the TSS Guidelines.
“TSS Guidelines” means Intellimedia’s technical support services guidelines then in effect for the Services provided as part of the terms of service upon signup.
“URL Terms” means the Acceptable Use Policy, the SLA, the Service Specific Terms, and the TSS Guidelines.