Terms & Conditions

Effective as of May 1, 2024 | Posted: May 1, 2024 This Gleef Customer Business Agreement governs your organization’s use of our A/B testing Chrome extension for wordings. Gleef, us, our, and we refers to Gleef SAS, and Customer, you, and your refers to the organization governed by these terms. By clicking I agree or Purchase (or a button or link with a similar meaning), signing your Order, or using the Services, you are agreeing to this Agreement on behalf of your organization.

If a Customer’s Order contains additional terms and conditions, then those terms override these terms to the extent they conflict.

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1. Provision of the Services to Customer

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1.1 Right to Use the Services and Software

During the Subscription Term:

• We will provide the Services to Customer.
• We grant Customer the right to use the Services subject to this Agreement and install and use any software provided by us to access the Services in accordance with the Documentation, all subject to the terms of this Agreement.

###1.2 Restrictions on the Right to Use the Services Customer may only use the Services:

• For its internal business purposes.
• In accordance with this Agreement, including the Documentation and the Acceptable Use Policy.
• On web domains listed on their subscription.

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1.3 Access for End Users; Responsibility for End Users

Customer may assign End Users to use the Services. End Users may be employees or contractors of Customer or its Affiliates who are using the Services solely for the benefit of Customer or its Affiliates. Customer is responsible for:

• Its End Users’ use of the Services and compliance with this Agreement.
• The security of the password to access the Services’ accounts. Customer will obtain and maintain from End Users any consents necessary to allow us to deliver the Services. End User accounts may only be used by a single End User and may not be shared by multiple individuals.

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1.4 Changes to the Services

We may make changes to features and functionality of the Services during the Subscription Term. If we make a change to the Services that has a material adverse effect on the functionality of the Services, taken as a whole, we will notify Customer in advance.

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1.5 No Liability for Third-Party Platforms

The Services may interoperate, integrate, or be used in connection with Third-Party Platforms. Customer’s use of a Third-Party Platform with the Services is governed by Customer’s agreement with the provider of the Third-Party Platform, not this Agreement, and we are not responsible for Third-Party Platforms.

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2. Payment Terms

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2.1 Fees

Customer will pay the fees for the Services (“Fees”) described in the Order in Euros. All payment obligations are non-cancellable, and Fees are non-refundable except as required by law or expressly set out in this Agreement.

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2.2 Payment Timing

The payment timing is described in Customer’s Order. If the payment timing is not specified in Customer’s Order, Customer will pay all Fees within thirty days of when Customer receives an invoice. Late payments are subject to a service charge of the lesser of 1.5% per month or the maximum amount allowed by law.

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2.3 Taxes

If there are any government-imposed sales, value-added, delivery, withholding, or similar taxes associated with your purchase of the Services (but not taxes based on our net income, net worth, asset value, property value, or employment) (“Taxes”), you will pay such Taxes. Unless otherwise expressly specified in an Order and as required by applicable Law, Fees are exclusive of any Taxes.

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2.4 Notice of Fee Changes Prior to Renewal; Notice of Corrections

In the event we change Customer’s Fees, we will give Customer at least thirty days’ notice of that change prior to the renewal of Customer’s then-current subscription. If Customer believes we have incorrectly billed Customer, Customer has 60 days from receipt of an invoice to notify us of the error.

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2.5 Cancellations

You may cancel your subscription by notifying us at least three days before the renewal date. The cancellation will take effect at the end of the then-current Subscription Term.

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3. Protection of Customer Data

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3.1 Security

We maintain industry-standard security and privacy certifications. We will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data and System Data.

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3.2 Data Privacy and Data Privacy Addendum

The terms of the Gleef Data Privacy Addendum are incorporated by reference into this Agreement. We may update the Data Privacy Addendum to comply with any changes in data protection laws and regulations, or when otherwise commercially reasonable, by posting a new version on our website.

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3.3 Data Retention

Upon termination or expiration of this Agreement, Gleef will, at the choice and written request of Customer, delete any Customer Data in its possession within a commercially reasonable time, unless we are required by law to retain it. Customer is responsible for following instructions to request the deletion of Customer Data.

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4. Confidentiality

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4.1 Restrictions on Use and Disclosure of Confidential Information

The recipient of Confidential Information will only use the disclosing party’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

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4.2 Required Disclosure

The recipient may disclose Confidential Information to the extent required by applicable Legal Process if the recipient uses commercially reasonable efforts to:

• Promptly notify the other party of such disclosure before disclosing, and
• Comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure, in each case, if doing so is consistent with the Legal Process and doesn’t obstruct a governmental investigation.

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5. Intellectual Property Rights

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5.1 Reservation of Intellectual Property Rights

As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and we own all Intellectual Property Rights in the Services, the Documentation, and the System Data. Except as expressly stated, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property.

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5.2 Right to Use Customer Data

Customer grants us the right to use Customer Data during the Subscription Term to provide and protect the Services, as well as to diagnose problems.

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5.3 Feedback

If Customer or its End Users provide us with feedback about any of our products or services (including the Services), we may use that feedback without restriction or obligation to Customer, and Customer hereby assigns all rights, title, and interest in such feedback to us.

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5.4 Customer Reference

We may use Customer’s name, logo, and marks to identify Customer as our customer on our website and in other marketing materials and activities, subject to any brand guidelines provided by Customer to us in writing. Upon Customer’s written request, we will promptly remove any such marks from our website and, to the extent commercially feasible, our marketing materials.

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5.5 Data from Experiments

Customer grants us the right to use data from experiments conducted using the Services to analyze and monitor these experiments to improve our products and services. This includes the right to use anonymized data for internal research and development.

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6. Customer Obligations

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6.1 Terminate Unauthorized Use

Customer will use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and promptly notify us of any unauthorized use of, or access to, the Services of which Customer becomes aware. We reserve the right to investigate any violation or potential violation of the Acceptable Use Policy, which may include reviewing Customer Data.

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6.2 Provide Privacy Notices

Customer is responsible for obtaining and providing any required privacy consents or notices for using the Services.

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6.3 Compliance with Laws; Export Compliance

Customer will comply with all applicable laws in performing this Agreement and represents and warrants that it is not listed on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo. Customer will not submit to the Services any data controlled under any applicable export laws.

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7. Term, Termination, and Suspension

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7.1 Subscription Term; Agreement Term

The Subscription Term”` of Customer’s subscription will begin on the date specified on the applicable Order and will continue until Customer’s subscription ends or is terminated. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless it is terminated sooner in accordance with this Agreement.

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7.2 Automatic Renewal

Customer’s Subscription Term will automatically renew for successive periods unless either party gives the other notice of its intent not to renew at least three days before the start of the next renewal period.

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7.3 Termination

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure that breach within thirty days after receipt of a written notice of the breach, or if the other party ceases its business operations or becomes subject to insolvency proceedings. Gleef may terminate this Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of the Acceptable Use Policy.

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7.4 Suspension

We may suspend Customer’s or any End User’s access to the Services (or any part thereof) if:

• Customer’s use of the Services poses a risk to the Services, our other customers, or us (including our infrastructure, security, and third-party relationships).
• Customer’s use of the Services could subject us to liability.
• Customer’s payment of Fees to Gleef is late.
• Customer is otherwise in breach of this Agreement. We will provide Customer with prompt notice of any suspension.

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7.5 No Cancellation

Customer can’t end Customer’s subscription early except as expressly permitted in this Agreement.

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7.6 Effect of Termination

When this Agreement terminates, Customer will no longer have access to the Services, and we may elect in our discretion to (a) terminate Customer’s Users’ accounts or (b) downgrade Customer’s Users’ accounts to individual subscriber accounts. All sections of this Agreement that should survive termination will do so, including the confidentiality obligations, limitation of liability, and disclaimers.

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8. Disclaimer

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8.1 Disclaimer about the Services

Except as expressly stated in this agreement, to the fullest extent permitted by law, we, our Affiliates, and our suppliers:

• Do not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services.
• Make no representation about the content or information accessible through the Services.
• Do not warrant that the operation of the Services will meet your requirements.

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8.2 Beta Services.

Sometimes we create new service offerings that are still in development. If we do so, we will mark those services as alpha, beta, early access or something similar. Customer may choose to use these beta services in its sole discretion. We may not support these beta services, we may change them at any time, and they may not be as secure or reliable as our other Services. Customer will treat the beta services and any related documentation as Confidential Information until we officially launch the beta services. Notwithstanding anything else in this Agreement, we will have no liability arising out of or in connection with these beta services.

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8.3 Service Availability and Experiment Implementation

Gleef does not guarantee the continuous availability of the Services. There may be times when the Services are unavailable, and no data is saved or experiments are running. Gleef is not responsible for implementing experiments and shall not be liable for any issues arising from the implementation of experiments by Customer or its End Users. Gleef shall not be held liable for any fines, penalties, or damages resulting from the unavailability of the Services or from issues related to the implementation of experiments.

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9. Limitation of Liability

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9.1 Limitation on Liability Amount

Subject to Section 9.3 (Unlimited Liabilities), each party’s total aggregate Liability arising out of or relating to this Agreement is limited to the Fees Customer paid during the twelve-month period before the event giving rise to Liability.

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9.2 Limitation on Indirect Liabilities

To the extent permitted by applicable law and subject to Section 9.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to this Agreement for any:

• Indirect, consequential, special, incidental, or punitive damages.
• Lost revenues, cost of replacement services, profits, savings, or goodwill.

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9.3 Unlimited Liabilities

Nothing in this Agreement excludes or limits either party’s Liability for:

• Its fraud or fraudulent misrepresentation.
• Its indemnification obligations under Section 10 (Indemnification).
• Its infringement of the other party’s Intellectual Property Rights.
• Its payment obligations under this Agreement. Matters for which liability cannot be excluded or limited under applicable law.

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9.4 No Liability for Service Disruptions or Experiment Issues

To the extent permitted by applicable law, Gleef shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) the unavailability of the Services, (b) issues arising from the implementation of experiments by Customer or its End Users, or (c) any downtime or interruptions on Customer’s website caused by the use of the Services.

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10. Indemnification

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10.1 Our Indemnification Obligations to Customer

We will defend and indemnify Customer against settlement amounts as well as damages and costs finally awarded in any third-party legal proceeding (Indemnified Amounts) to the extent arising from an allegation that Customer’s use of our technology used to provide the Services infringes the third party’s Intellectual Property Rights.

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10.2 Customer’s Indemnification Obligations to Us

Customer will defend and indemnify us against Indemnified Amounts in any third-party legal proceeding to the extent arising from:

• Customer Data.
• Customer’s and Customer’s End Users’ use of the Services.

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10.3 Indemnification Exclusions

These indemnification obligations will not apply to the extent the underlying allegation arises from:

• The indemnified party’s breach of this Agreement.
• A combination of the indemnifying party’s technology with materials not provided by the indemnifying party under this Agreement, unless such combination is required by this Agreement.
• The Services provided under a free trial or program.

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10.4 Notice Requirement

The indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the third-party legal proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and third-party legal proceeding. If breach of this notification obligation prejudices the defense of the legal proceeding, the indemnifying party’s obligations will be reduced in proportion to the prejudice.

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10.5 Sole Control Requirement

The indemnified party must give sole control of the indemnified portion of the third-party legal proceeding to the indemnifying party, subject to the following:

• The indemnified party may appoint its own non-controlling counsel, at its own expense.
• Any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

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10.6 Remedies

If we reasonably believe the Services might infringe a third party’s Intellectual Property Rights, then we may, at our sole option and expense:

• Procure the right for Customer to continue using the Services.
• Modify the Services to make them non-infringing without materially reducing their functionality.
• Replace the Services with a non-infringing, functionally equivalent alternative. If we can’t figure out a reasonable way to offer these remedies, we may suspend or terminate Customer’s use of the Services, with a pro-rata refund of prepaid and unused Fees for the Services.

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10.7 Indemnification is the Sole Remedy for Third-Party Intellectual Property Rights Allegations

Without affecting either party’s termination rights, this Section 10 (Indemnification) states the parties’ sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 10 (Indemnification).

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11. Disputes

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11.1 Jurisdiction and Venue

Subject to the dispute resolution provisions below, all claims and disputes arising from or relating to this Agreement, or the Services may only be brought in the federal or state courts of Paris, France. Both Customer and we consent to venue and personal jurisdiction there.

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11.2 Informal Resolution

Before filing a claim, we must first be contacted through the notice procedures below. The parties will try in good faith to settle any dispute. If the dispute is not resolved within thirty days of notice, a formal proceeding may be brought in accordance with this Section 11.

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11.3 Mandatory Arbitration

Any claims or disputes arising from or relating to this Agreement or the Services (including any dispute regarding the interpretation or performance of the Agreement) must be resolved through final and binding arbitration. The arbitration will be held in Paris, France.

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11.4 Exceptions

A lawsuit may be filed in the federal or state courts of Paris, France solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.

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11.5 NO CLASS ACTIONS

Disputes with us may only be resolved on an individual basis, and neither Customer nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.

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12. Miscellaneous

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12.1 Authority to Bind

If you are accepting on behalf of an organization or entity, you represent and warrant that:

• You have full legal authority and power to bind that organization or entity to this Agreement.
• You have read and understand this Agreement.
• You agree, on behalf of that entity or organization, to this Agreement.

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12.2 Severability

If one or more of the provisions contained in this Agreement is held invalid, illegal, or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

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12.3 Assignment

Customer may not assign this Agreement, or Customer’s rights or obligations under it, in whole or in part, except that Customer may assign this Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing advance written notice to us. We may freely assign this Agreement to an Affiliate or in connection with a merger, acquisition, reorganization, or transfer of assets. Any other attempt to transfer or assign is void.

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12.4 Entire Agreement

This Agreement, together with Customer’s Order, constitutes the entire Agreement between Customer and us with respect to its subject matter and supersedes any and all prior agreements, discussions, negotiations, and offers, whether verbal or in writing. Excluding Orders, terms in a business form, purchase order, or other ordering document used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only.

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12.5 Subcontractors

We may use subcontractors in order to provide the Services under this Agreement. These subcontractors may include, for example, hosting and infrastructure providers. We are responsible and assume liability for any such subcontractors in their performance of this Agreement.

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12.6 No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

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12.7 Conflicting Terms

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order, the Data Privacy Addendum, any Service-Specific Terms, and this Agreement.

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12.8 Headings

Headings and captions used in this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement.

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12.9 Governing Law

This Agreement and all disputes or claims (including procedural issues) between the parties are governed by the laws of France, excluding its conflict of laws rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

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12.10 Force Majeure

Except for Customer’s obligation to pay Fees owed, neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

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12.11 No Agency or Waiver

This Agreement does not create any agency, partnership, or joint venture between the parties. Neither party waives any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

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12.12 Notices

We will provide notices under this Agreement to Customer by sending an email to the email address we have on file for Customer. Customer will provide notices under this Agreement to us by sending an email to contract_notices@gleef.eu. Notice will be treated as received when the email is sent. Customer is responsible for keeping Customer’s email address current throughout the Subscription Term.

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12.13 Updates to This Agreement

From time to time, we may modify this Agreement. Unless otherwise specified, changes to this Agreement become effective for Customer (a) upon renewal of the then-current subscription or (b) upon the effective date of a new Order after the updated version of this Agreement goes into effect. We will use commercially reasonable efforts to notify Customer of material changes through communications via email or other means. Customer may be required to click to accept or otherwise agree to the modified agreement before renewing a subscription or upon the effective date of a new Order. In any event, continued use of any of our Services after an updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

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12.14 Definitions

Acceptable Use Policy means the acceptable use policy set forth at the following link: acceptable-use-policy.

Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

Agreement means this Gleef Customer Business Agreement together with any Orders between Customer and Gleef and all terms linked or referred herein.

Confidential Information means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. 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 those exclusions, Customer Data is considered Customer’s Confidential Information.

Control means control of greater than fifty percent of the voting rights or equity interests of a party or the power to direct the management or operations of an entity.

Customer Data means data submitted to the Services from Customer directly or at Customer’s direction.

Documentation means our technical documentation and usage guides for the Services made available at docs.gleef.eu or through the Services.

Effective Date means the date this Agreement is entered into by the parties, either by acceptance online or by the signing of an Order.

End User means an individual that Customer permits to use the Services.

including means including but not limited to.

Intellectual Property Rights means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

Legal Process means any information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

Liability means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

Ordermeans our order form or web page, or an ordering document agreed to with your reseller, through which you have procured the Services.

Services means the services described in Customer’s Order, including any software provided by us to access the services, and includes updates and modifications that we make to them from time to time.

Third-Party Platform means any product, add-on or platform not provided by us that Customer uses with the Service.

System Data is data collected by Gleef about the use of its Services, for instance, technical logs, metadata, user interaction with the Services, and user action statistics.