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.
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.
15.5 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
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.
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
15.14 Customer Content
15.15 Customer Covered Claims
Customer Covered Claims means any action, proceeding, or claim that:
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
15.19 Data Processing Addendum (DPA)
Data Processing Addendum or DPA means the terms available at https://customeros.ai/standard-agreement/dpa
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
15.24 European Economic Area (EEA)
European Economic Area or EEA means the member states of the European Union, Norway, Iceland, and Liechtenstein.
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.
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
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.
15.43 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
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.
Service means the product and/or services described in the Agreement.
15.53 Special Category Data
Special Category Data has the meaning given in Article 9 of GDPR.
SLA has the meaning set forth in a Cloud Service Agreement, if applicable.
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.
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
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
15.63 Usage Data
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.