15. Definitions

15.1 Acceptable Use Policy

Acceptable Use Policy means the terms available at https://customeros.ai/standard-agreement/aup

15.2 Additional Warranties

Additional Warranties has the meaning specified in a Cloud Service Agreement, if applicable.

15.3 Affiliate

Affiliate means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

15.4 Agreement

Agreement means these Standard Terms of Service, the Acceptable Use Policy, the Data Processing Addendum, and any Cloud Service Agreements.

15.5 Applicable Data Protection Laws

Applicable Data Protection Laws are the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.

15.6 Applicable Laws

Applicable Laws means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern CustomerOS or Customer.

15.7 Cloud Service

Cloud Service means the CustomerOS Cloud, CustomerOS data integrations, and the CustomerOS API unless otherwise specified in a Cloud Service Agreement.

15.8 Cloud Service Agreement

Cloud Service Agreement means a document that is signed or electronically accepted by the parties that incorporate these Standard Terms of Service, identifies CustomerOS and Customer, and may include Key Business Terms, Key Legal Terms, Important Supplementary Information, or Changes to Standard Terms of Service.

15.9 Chosen Courts

Chosen Courts means any disputes or claims arising out of this Agreement are irrevocably under the jurisdiction of the courts of England and Wales unless otherwise specified in a Cloud Service Agreement.

15.10 Confidential Information

Confidential Information means information in any form:

• disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that the Discloser identifies as “confidential”, “proprietary”, or the like; or

• should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure.

Confidential Information includes the existence of this Agreement and the information on each Cloud Service Agreement. Customer’s Confidential Information includes non-public Customer Content and CustomerOS’ Confidential Information includes non-public information about the Product.

15.11 Controller

Controller has the meaning(s) given in the Applicable Data Protection Laws for the company that determines the purpose and extent of Processing Personal Data.

15.12 Covered Claim

Covered Claim means either a CustomerOS Covered Claim or a Customer Covered Claim.

15.13 Customer

Customer means you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement, unless otherwise specified in a Cloud Service Agreement.

15.14 Customer Content

Customer Content means data, information, or materials submitted by or on behalf of Customer or Users to the Product, but excludes Feedback.

15.15 Customer Covered Claims

Customer Covered Claims means any action, proceeding, or claim that:

• the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights, or

• results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer), unless otherwise specified in the Cloud Service Agreement.

15.16 CustomerOS

‍CustomerOS means the legal entity behind the Cloud Service, which is Openline Communications Ltd., a limited company registered in England.

15.17 CustomerOS Covered Claim

CustomerOS Covered Claim means any action, proceeding, or claim that the Cloud Service, when used by the Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other property rights, unless otherwise specified in a Cloud Service Agreement.

15.18 Customer Personal Data

Customer Personal Data means Personal Data that Customer uploads or provides to CustomerOS as part of the Service and that is governed by the DPA.

15.19 Data Processing Addendum (DPA)

Data Processing Addendum or DPA means the terms available at https://customeros.ai/standard-agreement/dpa

15.20 Discloser

Discloser means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

15.21 Documentation

Documentation means the usage manuals and instructional materials for the Cloud Service or Software that are made available by CustomerOS.

15.22 EEA SCCs

EEA SCCs means the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the European Council.

15.23 Effective Date

Effective Date is the date the Customer agrees to this Agreement.

15.24 European Economic Area (EEA)

European Economic Area or EEA means the member states of the European Union, Norway, Iceland, and Liechtenstein.

15.25 Feedback

Feedback means suggestions, feedback, or comments about the Product or related offerings.

15.26 Force Majeure Event

Force Majeure Event means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like major earthquakes, war, pandemics, riots, acts of terrorism, or public utility or internet failure.

15.27 GDPR

GDPR means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.

15.28 General Liability Cap

General Liability Cap means 1.0 times the fees paid or payable by the Customer to CustomerOS in the 12-month period immediately preceding the claim, unless otherwise specified in a Cloud Service Agreement.

15.29 Governing Law

Governing Law means the laws of England unless otherwise specified in a Cloud Service Agreement.

15.30 High-Risk Activity

High-Risk Activity means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

15.31 Increased Cap Amount

Increased Cap Amount means 0.5 times the fees paid or payable by the Customer to CustomerOS in the 12-month period immediately preceding the claim, unless otherwise specified in a Cloud Service Agreement.

15.32 Increased Claims

Increased Claims means claims arising from specific events, circumstances, or factors as defined in this Agreement that trigger a distinct level of liability. These claims are subject to a separate liability cap, known as the Increased Cap Amount, as specified in this Agreement. The criteria for determining Increased Claims are outlined in the relevant sections of the Agreement.

15.33 Invoice Period

Invoice Period means one month unless otherwise specified in a Cloud Service Agreement.

15.34 Indemnifying Party

Indemnifying Party means a party to this Agreement when the party is providing protection for a particular Covered Claim.

15.35 Key Terms

Key Terms means the portion of a Cloud Service Agreement that includes the key legal and business details and definitions. The Key Terms may include details about Covered Claims, set the Governing Law, or contain other details about this Agreement.

15.36 Non-Renewal Notice Date

Non-Renewal Notice Date means 30 days prior to the end of the Subscription Period.

15.37 Notice Address

Notice Address means 107 Cheapside, 9th Floor, London, EV2V6DN, United Kingdom or for electronic delivery to [email protected]

15.38 Payment Due Date

Payment Due Date means the designated date by which the Customer is required to make payments for the services provided by CustomerOS, as outlined in the applicable invoices. An outstanding, undisputed balance on the customer’s account that remains unpaid for more than 30 days after the Payment Due Date shall be considered delinquent under the terms of this Agreement.

15.39 Personal Data

Personal Data will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

15.40 Processing

Processing or Process will have the meaning(s) given in the Applicable Data Protection Laws for any use of, or performance of a computer operation on, Personal Data, including by automatic methods.

15.41 Processor

Processor will have the meaning(s) given in the Applicable Data Protection Laws for the company that Processes Personal Data on behalf of the Controller.

15.42 Product

Product means the Cloud Service, Software, and Documentation.

15.43 Prohibited Data

Prohibited Data means:

• patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act;

• credit, debit, bank account, or other financial account numbers;

• social security numbers, driver’s license numbers, or other unique and private government ID numbers;

• special categories of data as defined in the GDPR; and

• other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.

15.44 Professional Services

Professional Services has the meanings set forth in a Cloud Service Agreement, if applicable.

15.45 Protected Party

Protected Party means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

15.46 Recipient

Recipient means a party to this Agreement when the party receives Confidential Information from the other party.

15.47 Report

Report means audit reports prepared by another company according to the standards defined in the Security Policy on behalf of CustomerOS.

15.48 Restricted Transfer

Restricted Transfer means
(a) where the GDPR applies, a transfer of personal data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission; and
(b) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not subject to adequacy regulations adopted pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

15.49 Security Incident

Security Incident means a Personal Data Breach as defined in Article 4 of the GDPR.

15.50 Security Policy

Security Policy has the meaning set forth in a Cloud Service Agreement, if applicable.

15.51 Service

Service means the product and/or services described in the Agreement.

15.52 Software

Software means the client-side software or applications made available by CustomerOS for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.

15.53 Special Category Data

Special Category Data has the meaning given in Article 9 of GDPR.

15.54 SLA

SLA has the meaning set forth in a Cloud Service Agreement, if applicable.

15.55 Subprocessor

Subprocessor has the meaning(s) given in the Applicable Data Protection Laws for a company that, with the approval and acceptance of Controller, assists the Processor in Processing Personal Data on behalf of the Controller.

A list of all approved CustomerOS subprocessors can be found at https://customeros.ai/standard-agreement/subprocessors

15.56 Subscription Expiration Date

Subscription Expiration Date means the predetermined date on which the entitlement of the Customer to access and use the subscribed Cloud Service provided by CustomerOS under the terms of this Agreement comes to an end. The Subscription Expiration Date is determined based on the Subscription Period and may be subject to renewal as outlined in this Agreement.

15.57 Subscription Period

Subscription Period means the specified duration during which the Customer is entitled to access and use the Cloud Service provided by CustomerOS under the terms of this Agreement, commencing on the Subscription Start Date and ending on the Subscription Expiration Date unless terminated earlier in accordance with the terms of this Agreement. The Subscription period is one month unless otherwise specified in a Cloud Service Agreement.

15.58 Subscription Start Date

Subscription Start Date means the Effective Date unless otherwise specified in a Cloud Service Agreement.

15.59 Technical Support

Technical Support means the services provided by CustomerOS to assist the Customer in resolving issues, addressing inquiries, and optimizing the use of the subscribed Cloud Service under the terms of this Agreement. This may include, but is not limited to, troubleshooting assistance, guidance on product features, and general assistance to enhance the overall user experience.

15.60 UK Addendum

UK Addendum means the international data transfer addendum to the EEA SCCs issued by the Information Commissioner for Parties making Restricted Transfers under S119A(1) Data Protection Act 2018.

15.61 UK GDPR

UK GDPR means European Union Regulation 2016/679 as implemented by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.

15.62 Unlimited Claims

Unlimited Claims means specific claims as specified in this Agreement that are not bound to the General Liability Cap.

15.63 Usage Data

Usage Data means data and information about the provision, use, and performance of the Product and related offerings based on the Customer’s or User’s use of the Product.

15.64 Use Limitations

Use Limitations means the specific conditions, restrictions, or guidelines set forth in this Agreement that govern the scope, manner, or purpose for which the customer or user is authorized to utilize the provided product, service, or technology. These limitations may include, but are not limited to, usage restrictions, geographic limitations, and other specifications outlined in the relevant sections of this Agreement.

15.65 User

User means any individual who uses the Product on Customer’s behalf or through Customer’s account.