Schedule 1 Definitions


Acceptable Use Policy
“Acceptable Use Policy” or “AUP” means the policy available online which defines the acceptable uses of the Services. If the there is a conflict between the AUP and the MSA, the terms of the MSA shall prevail.

Service Addendum.

“Affiliate” means any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such first person, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, and “person” broadly construed to include any natural person or any incorporated or unincorporated entity or association, trust, joint venture, joint stock company or other entity.

“Claim” means any claim, demand, action, or proceeding (including lawsuits, arbitrations, or administrative proceedings).

Client Account
“Client Account” means the account set up by Company, attributed exclusively to Client and used for the provisioning and administration of the Services to Client.

Client Data
“Client Data” means personal information relating to Client and data owned or controlled by Client, including (a) names, addresses, and other personally identifiable information pertaining to Client, (b) usage data collected by Client regarding Client’s own use of the Services, (c) Client’s content hosted on the Systems, including Client’s Uniform Resource Locators, Web pages and other website data, software and applications, Protected Healthcare Information as such term is further described in the appropriate section below, and (d) any of the same relating to or owned by an End User.

Client-Provided Equipment | Client Equipment
“Client-Provided Equipment” or “Client Equipment” means any hardware and/or systems owned by the Client.

Client Portal
“Client Portal” means Company’s online customer portal or interface tool for Client to manage the Client Account and associated Services.

The entity with which Client has contracted to receive the Services.

Company Data
“Company Data” means any data relating to Company and all Services and Systems, including (a) Internet Protocol addresses, Uniform Resource Locators, Web pages, and other website data, (b) source codes, digital files, encryption keys, and digital certificates, (c) user identifications, account access, log-in information, and passwords, (d) usage data collected by Company regarding Client’s use of the Services, and (e) all other data owned or controlled by Company.

Confidential Information
“Confidential Information” means all non-public information, know-how, and trade secrets in any form disclosed by one Party to the other Party and that are designated by the disclosing Party as confidential, or are known, or under the circumstances should be known, to be confidential. For the avoidance of doubt, the following are Confidential Information, whether or not so designated: this MSA and Company’s network configuration. The following items are not Confidential Information: information that is or becomes publicly known or available without breaching this section.


Effective Date
“Effective Date” means the date on which Client accepts this MSA by any of the following means (as applicable): online Quote/SOF acceptance, electronic signature, or the signature page attached hereto.

End Users
“End Users” means those persons or entities (including Client’s employees, customers, contractors, consultants, or other third parties) that have access to or use of the Services by or through Client.

A Company Data Center location.

Force Majeure
“Force Majeure” means a circumstance beyond a Party’s reasonable control. Force Majeure includes, without limitation, acts of God, strike, labor dispute, lockout or other industrial disturbance, acts of war, terrorism, blockade, public riot, civil disturbance or unrest, governmental restraint, natural calamities or disasters, change in law, utility disruption or outage, malfunction of equipment or software, loss or corruption of data, interruption of or delay in transportation, failure by any supplier or other third party to perform, or act or omission of the other Party.

An event or occurrence that impacts the Company Data Center Infrastructure including the physical building structure, power infrastructure or cooling infrastructure.

Intellectual Property
“Intellectual Property” means any and all rights, title, interest, and ownership, whether by registration, statute, common law or other operation of law, in and to: (a) copyrights, (b) patents, (c) trademarks, (d) trade secrets, (e) any other proprietary, intellectual, or industrial property rights of any kind or nature, (f) registrations and registration applications of the foregoing in any jurisdiction, (g) in Company’s case, Company Data and the Systems, and (h) in Client’s case, Client Data.

“Losses” means any loss, liability, damage, penalty, cost, or expense including reasonable lawyer fees, witness compensation, and court fees.

Monthly Recurring Cost.

Notice | Notify
Whether capitalized or not, when referring to a party to the Agreement, to provide notice as specified in the Master Services Agreement.

Privacy Notice | Privacy Policy
“Privacy Notice” means the policy available online which describes Company’s use and processing of Client Data.

Service Order Form.

Renewal Term
“Renewal Term” means, subject to the terms of the MSA and SOF, successive Service periods equal to the length of the SOF Initial Term.

“Representatives” means, collectively, Affiliates, directors, officers, employees, contractors, agents, and advisors, including lawyers, accountants, consultants, financial advisors, bankers, and lenders.

Scheduled Maintenance
Periodic repairs, upgrades, and modifications to shared core infrastructure scheduled for off-peak hours in the applicable region.

“Service(s)” means the service(s) set out on each SOF or SOW that are provided by Company, inclusive of any Third Party Products, to Client, subject to and in accordance with the terms of this MSA.

Service Addendum
“Service Addendum” means an addendum to this MSA that sets forth certain Service-specific terms.

Service Fee
“Service Fee” means the money amounts or rates, specified in, as applicable, the SOF, Client Portal, invoice from Company, or which Client has otherwise agreed to pay to Company in consideration of the Services provided. Service Fees do not include Setup Fees.

Service Level Credit
Client’s sole and exclusive remedy for Company’s failure to meet Company’s measurable performance levels for provision of the Services, calculated and limited as set forth in the applicable Service Level Agreement.

Service Order Form
A Service Order Form or Quote that sets forth the specifications of the Services purchased by Client.

Service Request
A request made by a Client through the Company Support Line or the Company Ticketing System.

Setup Fee
“Setup Fee” means the one-time fee specified in the applicable SOF charged to Client for Company to customize and otherwise prepare the Systems according to the specifications in the SOF.

“SLA” or “Service Level Agreement” means the terms governing the availability or uptime of the Services and Systems, and the standards for Company’s Technical Support.

Service Order Form.

SOF Availability Date
“SOF Availability Date” means the date on which Company notifies Client, either by email or through the Client Portal, that the Services are first available to Client for use.

SOF Term

SOF Start Date
“SOF Start Date” means, subject to the SLA and other termination rights specified in the MSA or SOF, the date on which Client accepts the SOF by any of the following means (as applicable): online Quote/SOF acceptance, electronic signature, or the signature page attached hereto.

“SOW” means a statement of work executed between the Parties for Professional Services performed by Company for Client.

“Systems” means the technology (including all systems, networks, facilities, infrastructure, computer servers, other hardware, software, online application program interfaces, Internet Protocol addresses, Third Party Products, and other technologies) owned, licensed, controlled, or otherwise used by Company to provide the Services to Client, and, as applicable, to End Users and Client Affiliates.

Technical Support
“Technical Support” means the assistance and advice Company’s technical support staff provides to Client, as part of the Services, via electronic mail, telephone, or other means of communication as designated by Company (including Company’s ticketing system).

The specific Service period described in the SOF, during which time Client may not terminate the SOF, any Services ordered thereunder, or this MSA.

Termination Fees
“Termination Fees” means the monetary amount equal to the average monthly payment of Service Fees within the 6 months immediately prior to the termination date multiplied by the lesser of (a) the number of months remaining in the SOF Initial Term calculated from the termination date, or (b) 12 months.

Third Party Products
“Third Party Products” means the equipment, software, products or services procured from a Third Party Vendor which Company, in turn, provides to Client as part of, or in combination with, Company’s own products and services which are part of the Services.

Third Party Vendor
“Third Party Vendor” means a third party vendor who provides Company with Third Party Products to be, in turn, provided to Client by Company as part of, or in combination with, the Services.

Third Party Vendor Audit
“Third Party Vendor Audit” means an audit performed by either Company or a Third Party Vendor with respect to the Third Party Products.