Effective Date
March 21, 2023

BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Modifications to this Agreement: From time to time, Techvio may modify this Agreement. Unless otherwise specified by Techvio, changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Service Order Form after the updated version of this Agreement goes into effect. Techvio will use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means.

The “Effective Date” of this Agreement is as mentioned at the time of signing “Service Order Form or SOF”.

These Terms of Service (the “Agreement”) is entered into by and between Techvio Microtechnologies Private Limited, an Indian Software Company (“Techvio“or “Provider”) and the person or entity placing an order for or accessing the Service (“Customer” or “you”). In consideration of the terms and conditions set forth below, the parties agree as follows:

1. Provision of Service.Techvio will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (where applicable), the applicable SOF, and the Documentation, and provide such Services in accordance with this Agreement. During the Subscription Term, Techvio grants to Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes, for up to the number of Users included in the Service Plan.
2. Responsibilities of Customer
   a. Customer Account. Customer may need to register for an Account in order to place orders or access or receive the Services.  Customer agrees to keep its Account information current, accurate and complete so that Techvio may send notices, statements and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify Techvio promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. Techvio and its Affiliates will not be liable for any damage or loss that may result from Customer’s breach of the foregoing obligations.
   b. Use Restrictions. Customer agrees to comply with the Techvio Authorized Use Policy (as defined below) which is hereby incorporated into this Agreement. Customer further agrees not to use the Techvio Technology (as defined below) to: (i) process data on behalf of any third party other than Customer’s Users and End Users; (ii) use the Service or Techvio Technology in violation of applicable law (iii) store or transmit any content that infringes upon any third party’s intellectual property rights;

In addition, Customer will not: (iv) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Techvio Technology available to any third party other than Users and End Users, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (v) track cookies, ad exchanges, ad networks, data brokerages, or to send electronic communications (including e-mail) in violation of applicable law ; (vi) falsely imply any sponsorship or association with Techvio; (vii) decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of Techvio Technology.

3. Customer Data
   a. Use of Customer Data. As between the parties, Customer and its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Techvio Technology. Subject to the terms of this Agreement, Customer hereby grants to Techvio and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Services, Software, and perform all related obligations owed to Customer under this Agreement, or as may be required by law.  Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Techvio under this Agreement.
   b. Data Security.The parties will comply with the terms to keep all data confidential and not disclose any data to any third party, except as required by law or with the prior written consent of Customer. Techvio will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. Techvio measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that Techvio and its Affiliates will process Customer Data in accordance with applicable data protection laws.
4. Intellectual Property
   a. Ownership Rights.Customer Data is Customer’s Confidential Information under this Agreement.  Customer and its licensors retain all right, title and interest in and to the Customer Data and all of Customer’s Confidential Information provided under this Agreement, and Techvio obtains no rights in the foregoing except for the express rights granted in this Agreement.  Techvio and its licensors retain all right, title, and interest in and to Techvio Technology. Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. Techvio may freely use and incorporate into Techvio’ products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to Techvio’ products or services.
   b. Usage Data. Usage Data includes but is not limited to query logs, and any data (other than Customer Data) relating to the operation, support and/or about Customer’s use of the Services, Software, Techvio’ websites, or Techvio’ APIs (“Usage Data”).
   c. Updates. Techvio may update the Services and Software from time to time and Customer may receive notifications of Updates. Any Updates to the Services and Software are subject to this Agreement. Customer agrees that its purchase of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Techvio with respect to future functionality or features.
5. Fees and Payment
   a. Fees and Payment. All charges associated with Customer’s Account (“Fees”) are set forth in the applicable SOF or Website. For credit card payments, the payment is due immediately upon receipt of invoice. Customer hereby authorizes Techvio or our authorized agents, as applicable, to bill your credit card upon subscription to the Service(s) (and any renewal thereof). For payments through other accepted methods, payment is due and payable in full within seven (7) days from the invoice date. Payment obligations are non-cancelable, regardless of utilization by the Customer and except as expressly permitted in this Agreement, Fees paid are non-refundable. Customer will pay the Fees through an accepted payment method as specified on Website. During the Subscription Term, the Customer shall not reduce their Service Plan or Minimum User count.
   b. Late Payments. If undisputed Fees are more than thirty (30) days overdue, then, following written notification from Techvio, Techvio may suspend Customer’s access to the Techvio Technology, including, without limitation, Customer’s Account, until such unpaid Fees are paid in full.
   c. Payment Disputes. Techvio will not exercise it’s legal obligation with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
   d. Applicable Taxes. The Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent Techvio is legally required to collect the same, will be itemized on the Techvio invoice.  If Customer has an obligation to withhold any amounts under any law or tax regime (other than Indian income tax law), Customer will gross up the payments so that Techvio receives the amount actually quoted and invoiced.  If Techvio has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the invoice date, the Customer provides Techvio with a valid tax exemption certificate authorized by the appropriate taxing authority.
   e. Orders by Affiliates. Customer’s Affiliates may purchase Services directly from Techvio by executing an SOF which is governed by the terms of this Agreement. Such SOF will establish a new and separate agreement between the Customer’s Affiliate and the Techvio entity signing such SOF. If the Affiliate resides in a different country than Customer, then the SOF may include modifications to terms applicable to the transaction(s) (including but not limited to tax terms and governing law).

6. Term, Termination and Suspension
   a. Term. This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the relevant SOF (or, for online Customers, the date of sign up on the Website) and continue for the Subscription Term specified therein.
   b. Renewal. Unless a party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term. Techvio reserves the right to increase the Fees at the beginning of each Subscription Term, but not more than 25% from previous base rate, including any automatically renewed term. Any Fees for a renewed Subscription Term are due upon the date of renewal.
   c. Suspension. Techvio may suspend Customer’s access to the Services, Software, Mobile Apps and/or Customer’s Account, on the following grounds: (i) late payment/non-payment of undisputed Fees; (ii) non-renewal of the Services by Customer; (iii) Customer’s or its Users’ breach of Agreement); or (iv) in the event suspension is deemed necessary by Techvio to prevent or address the introduction of Malicious Software, a security incident, or other harm to Customer or Techvio. Techvio will notify Customer of any such suspension. Techvio will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or Techvio Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved.  Such suspension will in no way affect Customer’s other obligations under this Agreement.
   d. Termination for Cause. Either party may terminate this Agreement by written notice to the other party in the event that (i) the breach of contract is a non material breach of contract and the minimum period should be thirty (30) days after the formal notice is given in written by either party to the other party, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
   e. Free Trial Customers. Upon the expiration of Customer’s free trial, Techvio may immediately suspend Customer’s access to the Services. Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted. Notwithstanding anything to the contrary in this Agreement Techvio will have no obligation to maintain, store or otherwise retain Customer Data beyond the end of the free trial period.

7. Data Export and Retention. Upon termination or expiration of this Agreement or any SOF for any reason, Customer’s access to the Services, Software, Mobile Apps, APIs and other Techvio Technology will terminate.  Techvio strongly recommends that Customer export all Customer Data before Customer closes Customer’s Account. Techvio will make Customer Data available for export for fourteen (14) days from the effective date of the closure of  the Customer’s Account due to: (i) the termination or expiration of this Agreement, or (ii) termination or expiration the applicable SOF (“Data Export Period”).Where Customer Data is retained by Techvio and can be exported, and provided that Customer is current on its payment obligations, Customer may contact Techvio within the Data Export Period to have Techvio export Customer’s Customer Data. Beyond such Data Export Period, Techvio reserves the right to retain Customer data for up to three (3) months before deleting all Customer Data in the normal course of operation except as necessary to comply with Techvio legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreements. Customer Data cannot be recovered once it is deleted. Customer may contact [email protected] within the Data Export Period to export Customer Data.
8. Confidentiality. Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely (i) to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation.  The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing.  The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

9. Warranties/Disclaimer/ of Warranties

a. Service Warranty. Techvio warrants that the Services, Software or Mobile Apps will perform in all material respects in accordance with the Documentation. Provided that Customer provides written notice of a claim within thirty (30) days after first becoming aware of a breach of the foregoing warranty, Techvio will use diligent efforts to correct the Services, Software, or  Mobile Apps so the foregoing warranty is met, and if Techvio is unable to make such corrections in a timely manner, either party may terminate the applicable SOF, and Customer, as its sole and exclusive remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Services, Software or Mobile Apps purchased thereunder. This warranty will not apply if the error or non-conformance was caused by Customer’s breach of this Agreement or Customer’s or its Users’ misuse of the Services, Software, and Mobile Apps, modifications to the Services, Software, and Mobile Apps by anyone other than Techvio or its representatives, or third-party hardware, software, or services used in connection with the Services, Software, and Mobile Apps.

b. Malware Warranty. Techvio warrants that the Services hosted by Techvio will be monitored using commercially available means to attempt to detect and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of Techvio or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices or similar destructive or harmful code or code that self-replicates (collectively, “Malicious Software”).

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liabilitya. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.
    b. EXCEPT FOR AN ACTION BROUGHT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, DATA CLAIMS OR IP CLAIMS, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO TECHVIO IN THE TWELVE MONTHS PRECEDING THE CLAIM (“THE GENERAL LIABILITY CAP”).

11. Indemnification
    a. Indemnification by Techvio. Techvio will defend Customer and its Affiliates, from any third party claim alleging that Customer’s use of the Techvio Technology as contemplated hereunder infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer and its Affiliates from and against any damages and costs awarded against Customer or its Affiliates, or agreed in settlement by Techvio (including reasonable attorneys’ fees) resulting from such IP Claim. Techvio will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the Techvio Technology by Customer, its Affiliates or Users; (ii) modification of the Techvio Technology by anyone other than Techvio or its representatives; (iii) or the combination, operation or use of the Techvio Technology with other data, hardware or software not provided by Techvio. If Customer’s  use of the Techvio Technology results (or in Techvio’ opinion is likely to result) in an IP Claim, Techvio may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonably as determined by Techvio, then either Customer or Techvio may terminate Customer’s subscription to the Service, whereupon Techvio will refund Customer, on a pro-rated basis, any Fees Customer has previously paid Techvio for the corresponding unused portion.  The sections above state Techvio’ entire liability and Customer’s exclusive remedy with respect to an IP Claim.
    b. Indemnification by Customer. Customer will defend Techvio and its Affiliates from any third party claim (“Claim”), and will indemnify and hold harmless  Techvio and its Affiliates from and against any damages and costs awarded against Techvio and its Affiliates, or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim, to the extent caused by: (i) Customer’s or its Affiliate’s unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, (ii) Customer’s or cits Affiliate’s violation of laws applicable to Customer’s or its Affiliate’s business.
    c. Indemnification Procedures. In the event of a potential indemnity obligation, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

12. Miscellaneous.
    a. Use of Third Parties for Payment Processing.Techvio may use a third-party service provider to manage payment processing provided that such service provider is not permitted to store, retain, or use Customer’s payment account information except to process Customer’s payment information for Techvio. Customer must notify Techvio of any change in Customer’s payment account information, either by updating Customer’s Account or by e-mailing Techvio [email protected].
    b. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all SOFs), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be null and void.
    c. Entire Agreement. This Agreement, together with any SOF, the Privacy Notice, and Supplemental Terms, constitutes the entire agreement and supersedes any and all prior agreements or communications between Customer and Techvio, including but not limited to Customer registration forms and Purchase Orders, regarding the subject matter hereof. In the event of a conflict between the Privacy Notice, the Supplemental Terms, or any SOF and this Agreement, the order of precedence will be, first, this Agreement, followed by other documents. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision, and the remaining provisions of this Agreement will remain in effect.
    d. Publicity Rights. Techvio may identify Customer as a Techvio customer in its promotional materials.  Customer may request that Techvio stop doing so by submitting an email to [email protected] at any time. Please note that it may take us up to thirty (30) days to process a request.
    e. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
    f. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited , acts of God, acts of government, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties not under the performing party’s control, including, without limitation, denial of service attacks (“Force Majeure Event”). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate this Agreement and all SOFs on written notice to the non-performing party.  If Techvio is the party experiencing the Force Majeure Event and as a result thereof is unable to provide the Services, Software or Mobile Apps for the period noted herein, and Customer terminates this Agreement and all SOFs, then Techvio will provide Customer a refund of fees paid by Customer pro-rated as of the date the Force Majeure Event commenced.
    g. Governing Law.This Agreement is governed by the laws of the State of Delhi, India without regard to conflict of laws principles. The parties hereby submit to the exclusive personal jurisdiction of state courts of the Government of NCT for any claims or dispute relating to this Agreement.
    h. Dispute Resolution. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by arbitration in New Delhi, India.
13. Definitions.

“Account” means any accounts or instances created by or on behalf of Customer for access to and use of any of the Services.

“Affiliate” or “Subsidiaries” means, with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Confidential Information” means all information disclosed by one party to the other party, orally, in writing or electronically, that is designated as “confidential” (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Data” means, all electronic data, text, messages or other materials, including, without limitation, Personal Data of Users and End Users, submitted to the Services by Customer or its Users through Customer’s Account in connection with Customer’ use of the Services.

“Documentation” means, the then-current, generally available user documentation provided by Techvio detailing the functionalities of the Software and the Services.

“End User” means, any person or entity other than Customer or Customer’s Users with whom Customer interacts using the Services.

“Techvio Technology” means, (i) the Services, Software, Mobile Apps, Documentation, Techvio’ APIs, Techvio’ website(s) and any content published on the Techvio’ websites, (ii) any training materials, support materials, templates, tools, methodologies or know-how, (iii) Techvio’ Confidential Information and (iv) any modifications or derivative works of the foregoing.

“Mobile App” means, the Techvio-branded Software applications provided by Techvio to enable access and use of the Services through mobile or other handheld devices (such as apps on iOS or Android devices).

“Personal Data” means, data relating to an individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller (as defined under applicable data protection laws).

“Privacy Notice” means, Techvio’ privacy notice currently at https://www.ecampusapp.com/privacy-policy/, as updated from time to time.

“Service Order Form or SOF” means, (i) any service order referencing this Agreement and executed by Customer and Techvio, or (ii) any online ordering document or process completed by Customer, including any online registration through a Website, each of which detail, the Services subscribed to and corresponding Service Plans, the number of Users authorized to use the Services, Fees payable to Techvio, the applicable Subscription Term, and any relevant additional terms and conditions. This may also include any change order forms.

“Services” means, the Techvio software-based service offerings identified on the SOF and any Updates, including any Software, API or Documentation made available by Techvio with such offering, but excludes any applications or APIs separately provided by third parties.

“Service Plans” means, the pricing plans and other packaged offering limitations for and the applicable Services for which Customer subscribes with respect to any User.

“Software” means the generally available software provided by Techvio in connection with Customer’s use of the Services, and includes Mobile Apps, but excludes any applications or APIs that are provided by third parties.

“Subscription Term” means, the period stated on a SOF during which Customer subscribes to the Services.

“Update” means, the generally available updates, upgrades, hot fixes, patches, workarounds to the Software or Service provided by Techvio to all subscribing customers, but excludes separately priced new products or modules.

“User” or “Agent” means, any individual who is authorized by Customer to use the Services, including an Account administrator, employees, consultants, contractors, and agents of Customer or its Affiliates, and third parties with which Customer or its Affiliates transact business.