Terms of Service

1.1. "Affiliate" means any legal entity in which Ripplemesh or Customer, directly or indirectly, holds more than 50% of the entity's shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.

1.2. "Agreement" means the agreement as defined in the applicable Order Form.

1.3. "Authorized User" means any individual to whom Customer grants access authorization to use the Cloud Service that is an employee, agent, contractor or representative of Customer, Customer's Affiliates, or Customer's and Customer's Affiliates' Business Partners.

1.4. "Business Partner" means a legal entity that requires use of a Cloud Service in connection with Customer's and its Affiliates' internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer and its Affiliates.

1.5. "Cloud Service" means any distinct, hosted, supported, and operated on-demand solution provided by Ripplemesh under an Order Form.

1.6. "Confidential Information" means all information which the disclosing party protects against unrestricted disclosure to others that the disclosing party or its representatives designates as confidential, internal and/or proprietary at the time of disclosure, should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure.

1.7. "Customer Data" means any content, materials, data, and information that Authorized Users enter into the production system of a Cloud Service or that Customer derives from its use of and stores in the Cloud Service (e.g., Customer-specific reports). Customer Data and its derivatives will not include Ripplemesh's Confidential Information.

1.8. "Documentation" means Ripplemesh's then-current technical and functional documentation relating to the Cloud Services located at https://help.ripplemesh.com or which Ripplemesh makes available to Customer as part of the Cloud Service, including technical and functional specifications as updated from time to time in accordance with the Agreement.

1.9. "Export Laws" means all applicable import, export control, and sanctions laws, including without limitation, the laws of the United States, the EU, and other applicable jurisdictions.

1.10. "Feedback" means input, comments or suggestions regarding Ripplemesh's business and technology direction, and the possible creation, modification, correction, improvement, or enhancement of the Cloud Service.

1.11. "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

1.12. "Order Form" means the ordering document for Cloud Service and/or Professional Services that references GTC.

1.13. "Professional Services" means implementation services, consulting services or other related services provided under an Order Form and may also be referred to in the Agreement as "Consulting Services".

1.14. "Representatives" means a party's Affiliates, employees, contractors, sub-contractors, legal representatives, accountants, or other professional advisors.

1.15. "Ripplemesh Materials" means any materials (including statistical reports) provided, developed, or made available by Ripplemesh (independently or with Customer's cooperation) in the course of performance under the Agreement, including in the delivery of any support or Professional Services to Customer. Ripplemesh Materials do not include the Customer Data, Customer Confidential Information, or the Cloud Service. Ripplemesh Materials may also be referred to in the Agreement as "Cloud Materials".

1.16. "Subscription Term" means the initial subscription term and if applicable any renewal subscription term of a Cloud Service identified in the Order Form.

1.17. "Taxes" means all transactional taxes, levies, and similar charges (and any related interest and penalties) such as federal, state, or local sales tax, value added tax, goods, and services tax, use tax, property tax, excise tax, service tax, or similar taxes.

1.18. "Usage Metric" means the standard of measurement for determining the permitted use and calculating the fees due for a Cloud Service as set forth in an Order Form.

2.1. Grant of Rights

Ripplemesh grants to Customer a non-exclusive and non-transferable right to use the Cloud Service (including its implementation and configuration), Ripplemesh Materials and Documentation solely for Customer's and its Affiliates' internal business operations. Customer may use the Cloud Service world-wide, except Customer shall not use the Cloud Service from countries where Export Laws prohibit such use. Permitted uses and restrictions of the Cloud Service also apply to Ripplemesh Materials and Documentation.

2.2. Authorized Users

Customer may permit Authorized Users to use the Cloud Service. Usage is limited to the Usage Metrics and volumes stated in the Order Form. Access credentials for the Cloud Service may not be used by more than one individual but may be transferred from one individual to another if the original user is no longer permitted to use the Cloud Service. Customer is responsible for breaches of the Agreement caused by Authorized Users.