How We Work Together
This Business Agreement (the "Agreement") is between C2Perform, LLC, a Georgia Limited Liability Company ("C2Perform") and the organization agreeing to these terms ("Customer"). This Agreement governs access to and use of the Services and Beta Services. By executing a Subscription Order Form, signing another form of contract for the Services, or using the Services, you agree to this Agreement as a Customer.
If you are agreeing to this Agreement for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.
Services
Provision. This Agreement governs access to, and use of, the Services and Software. Customer and End Users may access and use the Services in accordance with this Agreement.
Security Measures. Any C2Perform personnel who have access to Customer Data will be bound by appropriate confidentiality obligations. C2Perform will use industry standard technical and organizational security measures to transfer, store, and Process Customer Data that, at a minimum, will comply with the Security Measures. The Security Measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and Processing of Customer Data. C2Perform may update the Security Measures from time to time. C2Perform will provide Customer with at least sixty (60) days prior notice if C2Perform updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole.
Data Processing and Transfer. This Agreement constitutes Customer’s instructions to C2Perform to Process Customer Data. C2Perform will only Process Customer Data to provide the Services and to fulfill C2Perform’s obligations in this Agreement. C2Perform will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by applicable law.
Modifications. C2Perform may update the Services from time to time. If C2Perform changes the Services in a manner that materially reduces their functionality, C2Perform will notify Customer at the email address associated with the account, and Customer may provide notice within thirty days of the change to terminate the Agreement. This termination right will not apply to updates made to features provided on a beta or evaluation basis.
Licenses
Software License. C2Perform hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable (subject to Section 12.8), irrevocable (except as set forth in Section 7), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees.
User Licenses. C2Perform licenses are granted on a per-user basis and may only be used by the individual to whom the license is assigned. Licenses may not be shared, transferred, or used as a generic account to facilitate activities involving multiple individuals.
AI-Enabled Features & Data Processing
Use of AI Tools: Customer acknowledges that C2Perform may use artificial intelligence (AI) tools, machine learning models, and other automated technologies to enhance the functionality, analytics, and personalization of the Services.
Consent to Process Data: Customer grants C2Perform the right to process Customer Data, including through AI-driven analysis, to improve performance, detect anomalies, enhance security, and provide recommendations.
Third-Party AI Services: C2Perform may engage third-party AI providers or subcontractors to facilitate AI-driven features, provided that such third parties comply with C2Perform’s data protection obligations.
Opt-Out: Customer may request to disable certain AI-driven features that directly interact with Customer Data, provided such opt-out does not materially impact C2Perform’s ability to provide core Services.
AI Transparency and Updates.
Notification of AI Changes: If C2Perform significantly modifies its AI-based processing methods in a way that materially affects Customer Data handling, C2Perform will provide a 30-day notice before implementation.
Explainability and Documentation: Upon written request, C2Perform will provide a high-level description of how its AI tools process Customer Data, subject to intellectual property and security considerations.
Customer Control and Feedback: Customers can provide feedback or request human review of significant AI-generated decisions affecting their use of the Services.
Ethical AI Use and Bias Mitigation.
Fair & Responsible AI Use: C2Perform commits to using AI in a manner that aligns with industry best practices for fairness, transparency, and non-discrimination.
Bias Monitoring: C2Perform will take reasonable steps to mitigate bias in its AI models and ensure compliance with applicable data protection laws.
No Automated Legal Decisions: AI-driven analytics or predictions will not be used to make binding legal or contractual determinations without human oversight.
Customer Obligations.
Customer Administration of the Services. Customer may specify End Users as Administrators through the User Management Console. Customer is responsible for maintaining the confidentiality of passwords and Administrative Accounts and managing access to Admin Accounts. C2Perform’s responsibilities do not extend to the internal management or administration of the Services for Customer. The Customer acknowledges that, if the Customer purchases the Services through a reseller and designates any of the reseller's personnel as Administrators of the Customer's Services account, the reseller may be able to control account information, including Customer Data, and access the Customer's Services account as described above.
Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. Customer will promptly notify C2Perform of any unauthorized use of or access to the Services.
Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so; (d) use the Services or Software, in violation of Export Control Laws; or (e) establish a C2Perform Business account as an individual for personal, family, or household purposes.
Compliance. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer is responsible for use of the Services by its End Users. Customer will comply with laws and regulations applicable to Customer's use of the Services. Customer must satisfy itself that the Services are appropriate for its purposes.
Third-Party Apps and Integrations. If Customer uses any third-party service or applications, such as a service that uses an C2Perform API, with the Services: (a) C2Perform will not be responsible for any act or omission of the third-party, including the third-party's access to or use of Customer Data; and (b) C2Perform does not warrant or support any service provided by the third-party. Customer will comply with any API limits associated with the Services plan purchased by Customer.
Third-Party Requests.
Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact C2Perform only if it cannot comply with the Third-Party Requests despite diligent efforts.
C2Perform Responsibility. C2Perform will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of C2Perform’s receipt of a Third-Party Request; (ii) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to respond to the Third-Party Request. If Customer fails to promptly respond to any Third-Party Request, then C2Perform may, but will not be obligated to, do so.
Payment.
Fees. Customer will pay C2Perform or Customer's reseller all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between Customer and Customer’s reseller. Customer authorizes C2Perform, or Customer's reseller, to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
Payment. Customer will pay C2Perform invoices on the payment interval set forth in the Order Form. C2Perform may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to C2Perform or to Customer's reseller.
Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. C2Perform, or Customer's reseller, will charge Taxes when required to do so. If Customer provides C2Perform or its reseller with a valid exemption certificate, C2Perform or the reseller will not collect the taxes covered by that certificate.
Withholding Taxes. Customer will pay C2Perform or its reseller net of any applicable Withholding Taxes. Customer and C2Perform, or Customer's reseller as applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If C2Perform or Customer's reseller qualifies for a tax exemption, or a reduced treaty withholding rate, C2Perform or Customer's reseller will provide Customer with reasonable documentary proof. Customer will provide C2Perform or Customer's reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
Auto-renewals.
Annual Prepayment Customers: Unless otherwise specified, annual prepayment subscription orders will renew automatically on the Subscription Order Form effective date for an additional twelve-month term. Customers may cancel the automatic renewal by providing a minimum of sixty (60) days notice to C2Perform via email.
Annual Prepayment "True Up" Billing: In the event a Customer who is billed annually exceeds the contracted number of licenses as stated on the Subscription Order Form then in effect, C2Perform will (a) add the excess licenses for the next renewal period and adjust the invoice amount accordingly, and (b) add a "true up" amount to the renewal invoice for usage above the contracted number of licenses in the preceding period.
Monthly Payment Customers: Customers utilizing monthly billing will automatically renew until such time that the Customer provides notice of cancellation by email to C2Perform. Notice must be provided a minimum of sixty (60) days before the Customer intends to cancel the automatic renewal. C2Perform may revise Services rates by providing the Customer at least sixty days' notice prior to the next charge.
Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
Annual Plan Overages: Annual plan usage is reviewed quarterly by C2Perform. In the event the number of users exceeds the contracted number of licenses, C2Perform shall issue a supplemental invoice on a prorata basis for the excess number of licenses. Excess licenses shall expire on a co-terminus date as provided in the original Subscription Order Form.
Suspension.
Of End User Accounts by C2Perform. If an End User: (a) violates this Agreement; or (b) uses the Services in a manner that C2Perform reasonably believes will cause it liability, then C2Perform may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then C2Perform may do so.
Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then C2Perform may automatically suspend use of the Services. C2Perform will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
License Misuse. If C2Perform determines that a license is being misused in violation of these terms, we reserve the right to require corrective action, including but not limited to the purchase of additional licenses, suspension of access, or termination of the agreement.
Intellectual Property Rights.
Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant: (a) C2Perform any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services or C2Perform trademarks and brand features.
Limited Permission. Customer grants C2Perform only the limited rights that are reasonably necessary for C2Perform to provide the Services. This limited permission also extends to Subcontractors.
Suggestions. C2Perform may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send C2Perform or post in C2Perform's forums without any obligation to Customer.
AI-Generated Content and Ownership.
AI Outputs and Customer Data: Any outputs generated by C2Perform’s AI tools using Customer Data shall be considered Customer’s property. However, C2Perform retains the right to use de-identified, aggregated data to improve its AI models and services.
Restrictions on Reverse Engineering: Customer agrees not to reverse engineer, train external AI models, or replicate C2Perform’s AI-based processes.
Term.
Agreement Term. This initial Term of this Agreement is one year unless otherwise modified by C2Perform and the Customer.
Services Term. C2Perform will provide the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.
Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term. If Customer has provided a payment method to C2Perform for recurring charges as provided in Section 3.5, Customer may elect to terminate the Agreement via email notification to C2Perform prior to the day a Renewal Term begins.
Termination.
Generally. Either Party may terminate this Agreement, including all Order Forms, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. C2Perform 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.
Effects of Termination. If this Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by C2Perform to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that C2Perform may charge Customer for such extended access based on C2Perform's then-current standard fees; and (c) C2Perform will delete any End User Accounts and Stored Data relating to Customer’s account in a commercially reasonable period of time following receipt of an Administrator’s request to do so. C2Perform may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence. The following sections will survive expiration or termination of this Agreement: 2.6 (Third-Party Requests), 3 (Payment), 5 (Intellectual Property Rights), 7.2 (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous). Notwithstanding the foregoing, Section 2.6 (Third-Party Requests) shall not survive termination if C2Perform has exercised a right to terminate the Agreement.
Indemnification.
By Customer. Customer will indemnify, defend, and hold harmless C2Perform from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against C2Perform and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; or (c) Customer's, or Customer's End Users', use of the Services in violation of this Agreement.
By C2Perform. C2Perform will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Customer to the extent based on an allegation that C2Perform's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will C2Perform have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by C2Perform; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
Possible Infringement. If C2Perform believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then C2Perform may: (a) obtain the right for Customer, at C2Perform's expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If C2Perform does not believe the options described in this section are commercially reasonable, then C2Perform may suspend or terminate Customer's use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE C2PERFORM AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
Disclaimers.
Generally. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR C2PERFORM AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.
Beta Services. Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (e) C2PERFORM WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.
Limitation of Liability.
Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR C2PERFORM OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR C2PERFORM AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, C2PERFORM'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED HE AMOUNT PAID BY CUSTOMER TO C2PERFORM HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
AI-Specific Limitations on Liability.
No Warranty on AI Predictions. C2Perform does not guarantee the accuracy, completeness or fitness of AI-generated outputs for any particular purpose.
Limitations on AI Liability. C2Perform’s liability for errors, misinterpretations or biases in AI-generated outputs shall be subject to the same limitations as its liability for the core Services.
Disputes.
Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 12.6. If a dispute is not resolved within thirty (30) days of notice, Customer or C2Perform may bring a formal proceeding.
Arbitration. Customer and C2Perform agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association(AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Atlanta (GA), or any other location both parties agree to in writing.
Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of Fulton County, Georgia, 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 notice process described above. Both Customer and C2Perform consent to venue and personal jurisdiction there.
NO CLASS ACTIONS. Customer may only resolve disputes with C2Perform on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
Miscellaneous.
Terms Modification. C2Perform may revise this Agreement from time to time and the most current version will always be posted on the C2Perform website. If a revision, in C2Perform's sole discretion, is material, C2Perform will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to C2Perform's blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.
Entire Agreement. This Agreement supersedes any prior agreements or understandings between the Parties and constitutes the entire Agreement between the Parties related to this subject matter. All attachments to the Agreement, any Data Processing Agreement, Customer invoices, and Subscription Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.
Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Order Form, the Agreement. The terms and conditions of this Agreement will be considered the confidential information of C2Perform, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.
Governing Law. THE AGREEMENT WILL BE GOVERNED BY GEORGIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to C2Perform must be sent to C2Perform at info@C2Perform.com, with a copy to C2Perform, LLC, 300 Colonial Center Drive, Suite 100, Roswell, GA 30076.
Waiver. A waiver of any default is not a waiver of any subsequent default.
Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of C2Perform. C2Perform may not assign this Agreement without providing notice to Customer, except C2Perform may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
No Agency. C2Perform and Customer are not legal partners or agents but are independent contractors.
Subcontracting. C2Perform will remain liable for all acts or omissions of its Subcontractors and for any subcontracted obligations.
Force Majeure. Except for payment obligations, neither C2Perform nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.
Definitions.
"Acceptable Use Policy" means the C2Perform acceptable use policy set forth on the C2Perform website.
"Account Data" means the account and contact information submitted to the Services by Customer or End Users.
"Administrator" means the Customer-designated technical End User who administers the Services to End Users on Customer's behalf. Administrators may be able to access, disclose, restrict or remove Customer Data in or from End User Accounts. Administrators may also have the ability to monitor, restrict, or terminate access to End User Accounts.
"Admin Account" means the administrative account provided to Customer by C2Perform for the purpose of administering the Services.
"Admin Console" means the online tool provided by C2Perform to Customer for use in administering the Services.
"Affiliate" means any entity that controls, is controlled by or is under common control with a Party, where "control" means the ability to direct the management and policies of an entity.
"Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
"Claim" means a claim by a third party, including a regulatory penalty.
"Customer Data" means Stored Data, Account Data, and messages, comments, structured data, images, and other content submitted to the Services by Customer or End Users.
"Customer Domains" means Customer's Internet domain names.
"Effective Date" means the date this Agreement is accepted by Customer.
"End Users" means users of Customer's Services account. End Users may include Customer's and its Affiliate's employees and consultants.
"End User Account" means an C2Perform hosted account established by Customer through the Services for an End User.
"Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
"Fees" means the amounts invoiced to Customer by C2Perform for the Services as described on the Order Form.
"Initial Services Term" means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
"Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
"Order Form" means the ordering document, or ordering page, for the Services.
"Provisioning Date" is the date upon which C2Perform makes the Services available to Customer.
"Renewal Term" means, unless otherwise agreed to in writing by the Parties, the twelve-month renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.
"Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.
"Security Measures" means the technical and organizational security measures that C2Perform may provide.
"Services" means the services ordered by Customer and provided by C2Perform to Customer.
"Services Term" means the Initial Services Term and all Renewal Terms for the applicable Services.
"Software" means the software provided as part of the Services.
"Stored Data" means the files uploaded to the Services using the Software by Customer or End Users.
"Subcontractor" means an entity to whom C2Perform subcontracts any of its obligations under this Agreement.
"Taxes" means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, duty or other charge of any kind or nature excluding tax that is based on C2Perform's net income, associated with the Services or Software, including any related penalties or interest.
"Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) the Agreement is terminated as set forth herein.
"Third-Party Request" means a request from a third-party for records relating to an End User's use of the Services including information in or from an End User Account, or from Customer's Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, requests from individuals, including End Users, to exercise their rights under EU Data Protection Laws, or any other request for which there is written consent from End Users, or an End User's authorized representative, permitting a disclosure.
"Withholding Taxes" mean any income taxes that are imposed on C2Perform or Customer's reseller in which Customer is required by law to withhold or deduct on the payment to C2Perform or Customer’s reseller.
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