These General Terms and Conditions (this “Agreement”) are between reflek.io SAS, a simplified joint-stock company registered at 37-39 rue de Surène, 75008 Paris (“reflek.io”) and the person or entity agreeing to these terms (“You” or “Customer”). This Agreement states the terms under which Reflek.io will provide the Service to You. The parties acknowledge that Google is not a party to this Agreement.
By accessing or using the Service, You are agreeing to the terms of this Agreement (the date of such action, the “Effective Date”). If You are entering into this Agreement on behalf of an entity, then You represent and agree that You have the power and legal authority to bind that entity to this Agreement. If You do not accept the terms of this Agreement, then You cannot use the Service.
1. Provision of the service
- 1.1 Licence Grant by reflek.io. Subject to Customer’s compliance with all the terms and conditions of this Agreement:
(a) On-premise Services: Reflek.io grants Customer, for the duration of the Agreement, a worldwide, non-exclusive, non-transferable license to download, install, copy, maintain, use and run (as applicable) On-premise Services solely for its own internal business operations and subject to its compliance with this Agreement. For the avoidance of doubt, On-Premise Services can only be used with the SaaS Services and cannot be used independently. Customer's remuneration for such license is included in the purchase price of the Service. Customer further agrees to install the On-premise Services only on designated information technology devices located at Customer’s facilities and in Customer’s direct possession. With the authorisation of Reflek.io, the information technology devices may also be located in other facilities.
(b) SaaS Services: Reflek.io grants Customer, for the duration of the Agreement, a worldwide, non-exclusive, non-transferable license to use the SaaS Services solely for its own internal business operations. and subject to its compliance with this Agreement. Customer's remuneration for such license is included in the purchase price of the Service.
- 1.2 License Grant by Customer. To the extent necessary for the provisions of the On-premise Services and for the duration of the Agreement, You hereby grant Reflek.io a non-exclusive, irrevocable, transferable, sub-licensable, fully paid up, worldwide licence and right to use, load, execute, store, transmit, display, publish, copy adapt, translate, amend, modify, enhance, maintain, further develop, prepare derivative works from Customer Data and Customer's content and applications using any means and media, in whatever form, whether known or unknown, existing or future. Your remuneration for such license is included in the purchase price of the Service.
- 1.3 Modifications of the Service by Reflek.io. reflek.io reserves the right to modify the Service, including the option to remove a functionality from the Service where reflek.io either provides a functional equivalent or where this does not materially reduce the overall functionality of the Service.
- 1.4 Customer Modifications. With reflek.io’s prior authorisation, Customer may make modifications and/or Add-ons to the On-premises Services in furtherance of its permitted use. All modifications (independently developed by the Customer) and/or Add-ons and all rights associated therewith (the "Customer Modifications") shall be the exclusive property of Customer. Except as expressly stated in the Agreement, Your property on Customer Modifications is strictly limited to Customer Modifications and does not grant You any rights, implied or otherwise, to reflek.io’s content or any of reflek.io’s intellectual property including but not limited to the On-premise Services and the SaaS Services.
- 1.5 You hereby grant reflek.io for the duration of the Agreement a non-exclusive, irrevocable, transferable, sub-licensable, fully paid up, worldwide licence and right to use, load, execute, store, transmit, display the Customer Modifications solely for the provision of the Services. Your remuneration for such license is included in the purchase price of the Service.
- 1.6 To the extent that any Customer Modifications contain any Customer Data, You hereby grant reflek.io a non-exclusive, irrevocable, transferable, sub-licenseable, fully paid up, worldwide licence and right to use, load, execute, store, transmit, display, publish, copy adapt, translate, amend, modify, enhance, maintain, further develop, prepare derivative works from, commercialise and otherwise exploit such Customer Data for any purpose and/or any activity, using any means and media, in whatever form, whether known or unknown, existing or future, for the duration of the legal protection offered for the rights pertaining to these Customer Modifications. Your remuneration for such license is included in the purchase price of the Service.
- 1.7 Registration and Account. To use the Service, Customer will create an Account. Customer must provide complete and accurate information when creating the Account and keep the information complete and accurate at all times. Customer may authorize and grant access to its employees, agents, contractor or representatives, Customer’s Affiliates, or Customer’s business partners (“Authorized Users”) to use the Service through the Account subject and in accordance with the terms of this Agreement. Customer is responsible for (a) identifying and authenticating all Authorized Users, (b) for approving access by such Authorized Users to the Service, (c) maintaining the security of its Account (for example, any applicable login credentials or security keys), (d) all activities that occur under Customer’s Account (including any use of the Service by Authorized Users), and (e) any other actions taken in connection with Customer’s Account. In case of use of the Service by its Affiliates or business partners, Customer shall ensure that such third party agrees in writing to comply with the terms of this Agreement. A breach of the Agreement by any such third-party shall be considered a breach by the Customer hereunder. Reflek.io is not responsible for unauthorized access to Customer’s Account. Customer will notify Reflek.io immediately if Customer believes there has been unauthorized access to or use of Customer’s Account.
- 1.8 Support. reflek.io will provide commercially reasonable support for the Service in accordance with the level of support purchased by Customer (the “Support”). reflek.io may also at its discretion and from time to time provide other services related to the SaaS Services and/or On-Premise Services, subject to additional fees (e.g. professional services, installation etc). In this case, such additional services will be provided under and governed by a separate agreement entered directly and only between reflek.io and Customer.
- 1.9 Service Level Agreement. reflek.io undertakes that it will use its reasonable efforts to attempt to provide the access to the Service 24 hours a day, 7 days a week. However, there will be occasions when access to the Service will be interrupted, including for security and maintenance purposes, upgrades and repairs, which You acknowledge that the aforementioned is a necessary function conducted by Reflek.io, or as a result of failure of telecommunications links and equipment that are beyond Reflek.io’s control. To the extent permitted by applicable law, Reflek.io shall bear neither responsibility nor liability for any loss of revenue or Customer Data that may result therefrom. You acknowledge and agree that to the extent permitted by applicable law, the sole and exclusive remedy for any failure to access the Service is to terminate this Agreement by notice to reflek.io. Reflek.io may modify or discontinue, temporarily or permanently the Service or any portion thereof, at any time in its sole discretion. Reflek.io has no obligation to store, maintain or provide you a copy of any content that you provide when using the Service.
2. Customer obligations
- 2.1 Restrictions. Customer will not, and will not allow any third party to: (a) use the Service in violation of laws or regulations, (b) use the Service to violate the rights of others, (c) use the Service in high-risk, strategic or critical systems of the Customer or hazardous environments requiring fail-safe performance, including in the operation of nuclear facilities, aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which the failure of the Service could lead to severe physical, financial or environmental damages; (d) resell or sublicense the Service; (e) disable or circumvent any aspects of the Service, including security mechanisms used by the Service, or attempt to do the same; (f) use the Service to perform any malicious activity, including to violate the security or integrity of any network, computer or communications system, software application, or network or computing device; (g) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations; (h) publish or provide any benchmark or comparison test results that pertain to the Service; (i) modify, adapt, or create a derivative work of the Service; or (j) disassemble, translate, reverse engineer, nor decompile a Service. In addition, Customer may not access or use the Service to build or support, and/or assist a third party in building or supporting products or services competitive to the Service or to other activities of reflek.io.Restrictions. Customer will not, and will not allow any third party to: (a) use the Service in violation of laws or regulations, (b) use the Service to violate the rights of others, (c) use the Service in high-risk, strategic or critical systems of the Customer or hazardous environments requiring fail-safe performance, including in the operation of nuclear facilities, aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which the failure of the Service could lead to severe physical, financial or environmental damages; (d) resell or sublicense the Service; (e) disable or circumvent any aspects of the Service, including security mechanisms used by the Service, or attempt to do the same; (f) use the Service to perform any malicious activity, including to violate the security or integrity of any network, computer or communications system, software application, or network or computing device; (g) generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations; (h) publish or provide any benchmark or comparison test results that pertain to the Service; (i) modify, adapt, or create a derivative work of the Service; or (j) disassemble, translate, reverse engineer, nor decompile a Service. In addition, Customer may not access or use the Service to build or support, and/or assist a third party in building or supporting products or services competitive to the Service or to other activities of reflek.io.
- 2.2 Verification. reflek.io is permitted to audit the usage of the Service by system measurement in accordance with reflek.io standard procedures. reflek.io may require Customer to conduct the measurement itself using unaltered tools and self-declaration forms.
- 2.3 Usage Limits. Services are subject to the usage limits specified in the Listing or as reasonably specified to Customer and updated by reflek.io from time to time. If Customer exceeds a usage limit that would reasonably jeopardize the profitability of the Services, reflek.io may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding reflek.io’s efforts, Customer is unable or unwilling to abide by the usage limit as determined by reflek.io, reflek.io may terminate this Agreement or suspend or limit the access and the use of the Service.Compliance with Applicable Law. Customer will comply with all laws, rules, and regulations applicable to Customer’s use of and access to the Service. reflek.io will comply with all laws, rules, and regulations applicable to reflek.io’s provision of the Service.
- 2.4 Enforcement. reflek.io may, but has no obligation to (a) investigate any violation of this Section 2 (Customer Obligations) or misuse of the Service, and (b) remove or modify any Customer Data, or disable access to any resource, that violates the foregoing.
- 2.5 Responsibility for Customer Data. Customer is responsible for the Customer Data, including the accuracy and completeness of such Customer Data, and any loss, liabilities or damages resulting from the Customer Data, regardless of the nature of the Customer Data. Customer is responsible for backing up or otherwise making duplicates of Customer Data. Customer is responsible for communicating with the Service through encrypted and authenticated connections, as may be required by reflek.io, and for transmitting all Customer Data using appropriate security methods.
- 2.6 Representations and Warranties. Customer represents and warrants that (a) its has obtained all necessary licence(s), permission(s), consent, and made any necessary disclosures, to use your Customer Data and permit Reflek.io and its affiliates to use and disclose the Customer Data as contemplated by this Agreement (b) it owns or has the necessary rights and licenses to provide the Customer Data to the Service; (c) it has the rights necessary to grant the licence and rights to Reflek.io in Section 1.2; and (d) the provision of the Customer Data to, and use of the Customer Data by, the Service as contemplated in this Agreement will not infringe any third party’s rights, including Intellectual Property Rights.
- 2.7 Connectivity. Some parts of the Service require connection to the Internet in order to properly function. Customer is responsible for obtaining Internet connectivity and reflek.io will not be responsible for loss of functionality due to failure of Internet connectivity.
3. Data processing
- 3.1 Processing of Personal Data. Customer will ensure that Customer Data does not include any Personal Data. If Customer becomes aware of the existence of any Personal Data in the Customer Data or if the use of the Service requires the Processing of Personal Data, Customer will immediately inform reflek.io. If the Parties decide that reflek.io will be required to Process Personal Data on behalf of the Customer for the purposes of the performance of the Service, the Parties will enter into a separate data processing agreement governing this Processing. This data processing agreement will be incorporated into this Agreement by reference. Unless otherwise agreed between the parties, reflek.io will be acting as Processor and Customer will be acting as Controller under this data processing agreement.
- 3.2 Compliance and transparency. The parties will comply with all applicable data protection laws, regulations and principles with respect to Personal Data as defined in the Data Protection Law.
- 3.3 Use and Performance Data. reflek.io is hereby authorized to collect and analyse data regarding Customer’s use of the Service, including where applicable Personal Data, in line with its platform privacy policy which can be found here (“Performance Data”). reflek.io, acting as an independent Controller for such Performance Data, and in line with the Data Protection Law, may use this information for its own business purposes, including to maintain, operate, and improve the Service, monitor and analyse activities in connection with the Service, as well as to create anonymized statistics for reflek.io own marketing purposes.
- 3.4 Security. reflek.io will implement reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized loss, destruction, alteration, access, or disclosure.
- 3.5 Use of Customer Data. reflek.io will not access or use Customer Data except as necessary to provide the Service and as provided in Section 2.4 Enforcement.
4. Payment
- 4.1 The parties agree that Customer’s sole payment obligations for the Service are contained in the GCP Marketplace Agreement. Customer may not use or access the Service if Customer does not comply with all of its payment obligations specified in the GCP Marketplace Agreement.
5. Confidential information
- 5.1 Obligations. The recipient will not disclose the Confidential Information, except to 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, while using reasonable care to keep it confidential.
- 5.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use of the Service.
6. Intellectual property
- 6.1 Ownership. Except as expressly stated in this Agreement, 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 Rights. As between Customer and reflek.io, Customer owns all Intellectual Property Rights in the Customer Data, and reflek.io owns all Intellectual Property Rights in the Service, its Documentation, related professional services, design contributions, related knowledge or processes.
To the extent these Intellectual Property Rights are not already owned by reflek.io, Customer acknowledges that they are hereby assigned (including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these rights, in each case whether subsisting now or in the future) to reflek.io by Customer as and when they arise during their development. Such assignment includes the rights to copy, reproduce, represent, adapt, distribute, translate, arrange, use and modify the reflek.io Intellectual Property Rights using any means and media, in whatever form, whether known or unknown, existing or future, and for any activity whatsoever, for the duration of the legal protection offered for the rights pertaining to the reflek.io Intellectual Property Rights. Customer's remuneration for such assignment is included in the purchase price of the Service.
- 6.2 Feedback. At its option, Customer may provide feedback and suggestions aboutthe Service to Reflek.io (“Feedback”). If Customer provides Feedback,then Reflek.io and its Affiliates may use that Feedback without restriction andwithout obligation to Customer.
7. Warranties and disclaimers
- 7.1 Mutual. Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable.
- 7.2 Performance Warranty. reflek.io warrants that the Service will perform substantially in accordance with the Documentation. If reflek.io is providing Support, reflek.io warrants that it will perform the Support in a diligent professional, and workmanlike manner consistent with generally accepted industry standards.
- 7.3 Remedies. If the Service or Support fails to conform to the warranties in Section 7.2 (Performance Warranty), reflek.io will promptly, at its option and expense, correct the Service and re-perform the Support as necessary to conform to the warranties. If reflek.io does not correct the Service or re-perform the Support to conform to the warranties within a reasonable time, not to exceed 90 days, as Customer’s exclusive remedy, Customer may terminate this Agreement without further liability and, if the Service was purchased on a subscription basis, reflek.io will issue a refund to Customer of any fees prepaid by Customer, prorated for the unused portion of the subscription.
- 7.4 Disclaimer. Except as stated in this Section 7 (Warranties and Disclaimers), the Service and, if applicable, Support are provided on an “AS-IS” basis. To the fullest extent permitted by law, reflek.io disclaims and this Agreement excludes any implied or statutory warranty, including any warranty of title, non-infringement, merchantability or fitness for a particular purpose. reflek.io does not warrant that the Service will operate uninterrupted or error free, or that all errors will be corrected.
8. Term and Termination
- 8.1 Term. This Agreement shall commence when You accept these terms and shall continue until termination in accordance with the terms of this Agreement.
- 8.2 Termination, Both Parties. If a party fails to cure a material breach of this Agreement within 30 days after receipt of written notice of the breach, the other party may terminate this Agreement. If either party has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of such party’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding, then the other party may immediately terminate this Agreement.
- 8.2 Termination or Suspension by reflek.io. reflek.io may also terminate Customer’s Account, terminate this Agreement, or suspend Customer’s Account or access to the Service, immediately if Customer violates Section 2.1 (Restrictions). reflek.io will provide advance notice before such suspension or termination, unless reflek.io believes an immediate suspension or termination is required in which case reflek.io will provide notice promptly after such suspension or termination.
- 8.3 Effect of Termination. Upon expiration or termination of this Agreement, all rights under this Agreement will immediately terminate. reflek.io will have no obligation to continue to store Customer Data after termination of this Agreement. Customer is solely responsible for exporting Customer Data from the Service before expiration or termination of this Agreement. The following Sections will survive expiration or termination of this Agreement: Section 5 (Confidential Information), Section 6 (Intellectual Property), Section 7.4 (Disclaimer), Section 8.4 (Effect of Termination), Section 9 (Indemnification), Section 10 (Limitation of Liability), and Section 12 (General).
9. Indemnification
- 9.1 By Customer. Customer will defend and indemnify reflek.io and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (a) any Customer Data; (b) the combination of the Customer Data with other applications, content or processes; (c) the Customer Modifications or (d) Customer's use of the Service in violation of Section 2.1 (Restrictions).
- 9.2 By reflek.io. reflek.io will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an unaffiliated third-party allegation that use of reflek.io’s technology used to provide the Service infringes or misappropriates the third party's Intellectual Property Rights.
- 9.3 Exclusions. This Section 9 (Indemnification) will not apply to the extent the underlying allegation arises from: (a) the indemnified party's breach of this Agreement; (b) modifications to the indemnifying party's technology by anyone other than the indemnifying party; (c) combination of the indemnifying party's technology with materials not provided by the indemnifying party; or (d) use of non-current or unsupported versions of the Service.
- 9.4 Infringement Remedies. In addition to reflek.io’s indemnity obligations, if the Service becomes, or in reflek.io’s opinion is likely to become, the subject of an infringement claim, Reflek.io may at its sole option and expense: (i) procure for Customer the right to make continued use of the Service; (ii) replace or modify the Service so that they become non-infringing; or (iii) terminate the Service.
- 9.5 Conditions. Sections 9.1 (By Customer) and 9.2 (By reflek.io) are conditioned on the following:
(a) The indemnified party must promptly notify the indemnifying party in writing of any allegation that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation and Third-Party Legal Proceeding. If breach of this Section 9.5(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 9.1 (By Customer) or 9.2 (By reflek.io) (as applicable) will be reduced in proportion to the prejudice.
(b) The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) 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.
- 9.6 Sole Rights and Obligations. This Section 9 (Indemnification) sets forth each party’s only rights and obligations under this Agreement for any third party’s Intellectual Property Rights.
10. Limitation of Liability
- 10.1 Limitations. Except as stated in Section 10.2 (Exceptions) and to the extent permitted by applicable law: (a) neither party will be liable to the other party for (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill; and (b) reflek.io total aggregate liability for damages arising out of or relating to the Agreement is limited to the fees Customer paid for the Service during the 12-month period before the event giving rise to liability.
- 10.2 Exceptions. Nothing in this Agreement limits either party’s liability for the following: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) Customer’s payment obligations; (iv) its obligations under Section 9 (Indemnification); or (iv) any liability that cannot legally be limited under applicable law.
- 10.3 Exclusions. This Section 9 (Indemnification) will not apply to the extent the underlying allegation arises from: (a) the indemnified party's breach of this Agreement; (b) modifications to the indemnifying party's technology by anyone other than the indemnifying party; (c) combination of the indemnifying party's technology with materials not provided by the indemnifying party; or (d) use of non-current or unsupported versions of the Service.
11. General
- 11.1 Notices. All notices must be in writing and addressed to the other party’s legal department and/or primary point of contact. The email address for notices being sent to reflek.io is provided on the Listing. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
- 11.2 Assignment. Neither party shall assign the Agreement to a third party, either by operation of law or by voluntary transfer, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, reflek.io may, upon written notice to Customer, assign this Agreement to an Affiliate of reflek.io. In case of an assignment permitted under this Section 11.2 and unless otherwise agreed, the assignor is explicitly discharged from all obligations and liability under the Agreement arising after the assignment.
- 11.3 Force Majeure. Neither party will be liable for any delay or failure to perform any of its obligations under the Agreement (other than an obligation to pay money) if such party is unable to comply with all or a material part of its obligations under this Agreement due to an event of Force Majeure. This party must, as soon as possible after it becomes aware or ought reasonably to have become aware of the Force Majeure affecting its ability to perform any of its obligations under the Agreement, give a written notice to the other party of this.
- 11.4 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
- 11.5 No Waiver. Neither party will be treated as having waived any rights or remedy by not exercising (or delaying the exercise of) any rights or remedy under this Agreement and no single or partial exercise or enforcement of any right or remedy under this Agreement shall preclude or restrict the further exercise or enforcement of any such right or remedy.
- 11.6 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. The parties undertake to use their best efforts to replace any null or void provision with a new provision reflecting the original intention of the parties as closely as possible.
- 11.7 No Third-party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
- 11.8 Export Control. The Service, Support, and Documentation may be subject to export control laws and regulations. Customer may not access or use the Service, Support, Documentation, or any underlying information or technology except in full compliance with all applicable export control laws.
- 11.9 Governing Law – Dispute resolution. All claims arising out of or relating to this Agreement or the Service will be governed by the laws of France, excluding that state’s conflict of laws rules, and will be litigated exclusively in Courts of Paris. The parties consent to personal jurisdiction in those courts. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
- 11.10 Entire Agreement; Amendments. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
- 11.11 Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.
12. Additional Definitions
12.1 In this Agreement:
- “Account” means the account that Customer has or creates with reflek.io to access or use the Service.
- "Add-ons” means any development that adds new and independent functionality while not modifying existing functionalities, and is developed using reflek.io application programming interfaces or other reflek.io code that allows Service to communicate with or call reflek.io software.
- “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
- “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 the preceding sentence, Customer Data is considered Customer's Confidential Information.
- “Control” shall have the meaning set forth in article L.233-3 and followings of the French Code de Commerce, and “Controls” and “Controlled” shall be construed accordingly.
- "Controller" has the meaning set forth in article 4 of the EU General Data Protection Regulation 2016/679 (“GDPR”).
- “Customer Data” means all data uploaded to the Service by Customer or on Customer’s behalf. Customer Data does not include Performance Data.
- “GCP Marketplace Agreement” means the terms between Google, as Google is defined under such agreement, and the Customer, governing Customer’s use of the Marketplace, including the terms described at https://console.developers.google.com/tos?id=launcher.
- "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” all current and future worldwide intellectual property rights including, all rights to inventions and creations, copyrights, mask work rights, rights in semi-conductor topography, trade secrets and know-how, trademarks and service marks, designs, formulas, algorithms, procedures, methods, techniques, programs and other similar materials, and all recordings, graphs, drawings, reports, analyses, other writings, and any other embodiment of the foregoing, in any form, whether or not specifically listed herein, which may subsist in any applicable jurisdiction, and applications and registrations for and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from any of the foregoing and all similar or equivalent rights or forms of protection together with all related rights and powers arising or accrued.
- “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.
- “Listing” means the page in Marketplace that describes the Service.
- “Marketplace” means the “Google Cloud Marketplace” or any other Google Cloud Platform online marketplace operated by Google that allows the procurement or deployment by customers of software or services.
- "On-premise Services" means the on-premise services offered by reflek.io and procured or deployed by Customer through the Marketplace, in each case where the Listing states that the provision of the service is governed by this Agreement.
- “Personal Data” has the meaning set forth in article 4 of the GDPR.
- "Processor" has the meaning set forth in article 4 of the GDPR.
- "SaaS Services" means the SaaS services offered by reflek.io and procured or deployed by Customer through the Marketplace, in each case where the Listing states that the provision of the service is governed by this Agreement.
- “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).
12.2 Interpretation. Unless the context of this Agreement otherwise requires: (i) the term "including" and other forms of such term, with respect to any matter or thing, means "including but not limited to" such matter or thing; and (ii) the term "days" shall mean calendar days.