Master Service Agreement
This Master Service Agreement (this “Agreement”) is entered into, effective as of the date of signature on the Order Form (the “Effective Date”), by Owler, Inc., a Delaware corporation with a principal address at 800 S. Claremont St. #203, San Mateo, California, 94402 (“Owler”), and the Customer identified on the Order Form (“Customer”). Owler and Customer may be referred to in this Agreement individually as a “Party” and collectively the “Parties”. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to these terms and conditions.
The Parties enter into this Agreement (including its exhibits) to specify the terms on which Owler licenses to Customer use of the Owler Service and Owler Data.
Capitalized terms in this Agreement have the meaning stated in Exhibit A or elsewhere in this Agreement.
3. ORDER FORMS
Customer may purchase various Owler services (including access to the Owler Data) under this Agreement in accordance with one or more Order Forms mutually executed by the Parties.
4. LICENSE FROM OWLER
4.1 License to Use Owler Service and Owler Data. Subject to the terms and conditions of this Agreement and the applicable Order Form(s), Owler hereby grants to Customer a limited, worldwide, nonexclusive, non-transferable, royalty-free right and license (without the right to sublicense), during the applicable Order Form Term(s), to access the Owler Service and to receive and use the Owler Data, as such are made available to Customer by Owler, to, display, perform, modify and distribute the Owler Data solely in connection with the Permitted Uses identified in the applicable Order Form(s).
The Owler Data is licensed, not sold, to Customer.
Customer shall only access Owler Data via a live API call during the term of this Agreement and may not cache or store any copies, facsimiles or reproductions of the Owler Data.
4.2 Trademarks. The license granted to Customer under this Section 4 includes the right to display and use the Owler trademark and logos listed in Owler’s Trademark Usage Guidelines (the “Owler Marks”) solely for purposes of (i) exercising the rights above in this Section 4 , and (ii) identifying Owler as the source of the Owler Data, and solely in accordance with Owler’s Trademark Usage Guidelines at https://www.owler.com/about/terms-conditions (which Owler may update from time to time in accordance with this Agreement). All goodwill generated through Customer use of the Owler Marks will inure solely to the benefit of Owler.
4.3 Ownership of Products. To the extent that the Permitted Uses identified in an applicable Order Form allow Customer to develop, create, and/or distribute a Product that is based on, incorporates or utilizes, wholly or in part, Owler Data and/or any all derivatives thereof, Customer shall have and retain title and ownership in and to the Product and any and all Intellectual Property Rights associated therewith, with the exclusion of any portion of the Owler Service or Owler Data.
4.4 Ownership of Owler Service and Owler Data. Customer acknowledges and agrees the Owler Data is a valuable property right of Owler including, but not limited to copyright, trade secret, and other Intellectual Property Rights. Owler retains all title, ownership, and, other rights in and to the Owler Service and the Owler Data, including, without limitation, any and all Intellectual Property Rights associated with the Owler Service and the Owler Data, including the Owler Marks, or that form the basis upon which the Owler Service operates. Except for the limited license contemplated by this Section 4 or as expressly stated in the applicable Order Form(s), no license or rights in or to the Owler Service, the Owler Data or any Intellectual Property Rights associated therewith (including, without limitation, any materials or deliverables provided by Owler under this Agreement or any Order Form) are granted, assigned, licensed or conveyed to Customer, by implication, estoppel, operation of law or otherwise.
4.5 Reports. During the applicable Order Form Term(s), upon request by Owler, Customer shall provide Owler with a report describing the nature of Customer’s use of the Owler Data and the development of any Products (including a description of how the Owler Data is accessed within the Products). Customer shall provide the report within thirty (30) days after a request by Owler,
5. CUSTOMER RESPONSIBILITIES
5.1 Use. Customer is responsible for all activities that occur in connection with use of the Owler Service by Customer and Customer’s end users, including the security of any passwords. Customer must ensure that it and its end users comply with the terms of this Agreement, the applicable Order Form(s) and the Terms of Service on Owler’s website as updated from time to time. Without limiting the foregoing, Customer must use the Owler Data and the Owler Service only for lawful purposes and in compliance with applicable laws. Customer shall keep Owler fully informed of, and shall act to expeditiously resolve any complaint by a governmental body or third party regarding use of Owler Data.
5.2 No Reverse Engineering. Customer and its end users must not: (i) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Owler Service or any part thereof, unless expressly permitted or required by applicable law without the possibility of contractual waiver or Owler specifically approves it in writing; or (ii) attempt to disable or circumvent any security mechanisms used by the Owler Service.
5.3 Usage. Customer must not engage in any activity or use that interferes with or disrupts or unreasonably burdens the Owler Service or (or the servers and networks through which any is provided).
5.4 Usage Limitations. Customer must not exceed the usage limitations specified on the applicable Order Form(s) without paying to Owler the applicable overage charges within fifteen (15) days after asked to do so by Owler. Owler reserves the right to enforce those usage limits in its sole discretion, which may result in Owler notifying Customer and its end users of the breach and/or terminating some or all aspects of the Parties’ relationship.
6. DATA, PRIVACY & SECURITY
6.1 Customer Data. As between Customer and Owler, Customer will retain sole and exclusive ownership of all Customer Data. Customer allows Owler, during the Term, to use and make available the Customer Data for the purposes of fulfilling Owler’s obligations under this Agreement.
6.2 Privacy Notice. Owler will use Customer Data and data provided by Customer end users consistent with Owler’s privacy notice at https://www.owler.com/about/privacy (the “Privacy Notice”). Owler reserves the right to update or change its Privacy Notice from time to time by posting a revised version of such Privacy Notice at https://www.owler.com/about/privacy.
6.3 Security Owler will operate the Owler Service and provide any other services under this Agreement in accordance with Owler’s then-current security policies and practices, which will take precedence over any comparable or conflicting terms in the Agreement, any Order Form, any Customer purchase order or any other terms or documents not signed by both Parties.
6.4 De-Identified Data. Notwithstanding anything to the contrary in this Agreement, Owler is permitted to use De-Identified Data for any purpose without restriction or limitation (and Owler is permitted to create De-Identified Data using Customer Data and end user data), provided such use is in compliance with applicable law.
7. SUPPORT & OTHER SERVICES
7.1 Support. Subject to the terms and conditions of this Agreement and the applicable Order Form(s), Owler will provide Support Services in accordance with (and as defined in) the applicable Order Form(s).
7.2 Professional Services. Subject to the terms and conditions of this Agreement, Owler will provide training and/or consulting services (and potentially other professional services) in accordance with the applicable Order Form(s) entered into by the Parties under this Agreement.
8. FEES & PAYMENT
8.1 Fees. In consideration for Owler providing the Owler Data and the Owler Service and other services under this Agreement and the applicable Order Form(s), Customer will pay Owler the fees set forth in this Agreement and the applicable Order Form(s), including any applicable overage fees based on use that exceeds the limits identified in the Order Form(s) (collectively, the “Fees”). All Fees are non-refundable.
8.2 Payment Terms. Unless otherwise set forth in an Order Form, Customer will pay to Owler (by wire transfer or other method mutually acceptable to the Parties) all Fees within fifteen (15) days of the applicable invoice. Late payment of Fees may be subject to interest on the past due amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
8.3 Taxes. All Fees are exclusive of, and Customer will pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Fees or the use or provision of the Owler Service or any other service under this Agreement, excluding only taxes based on Owler’s net income (for which Owler will be responsible)
9. TERM & TERMINATION
9.1 Agreement Term. The “Term” of this Agreement will commence on the Effective Date and will continue until this Agreement expires or is terminated in accordance with Section 9.2.
9.2 Termination By Either Party. Notwithstanding anything to the contrary in this Agreement, either Party may terminate this Agreement (or any individual Order Form):
- if the other Party materially fails to perform or observe any term or condition in Agreement (or the relevant Order Form) and fails to cure such material breach within within thirty (30) days after receipt of written notice of such breach from the non-breaching Party;
- if the other Party (i) makes a general assignment for the benefit of creditors, (ii) admits in writing its inability to pay debts as they come due, (iii) voluntarily files a petition or similar document initiating any bankruptcy or reorganization proceeding, or (iv) involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding is not dismissed or stayed within sixty (60) days after such fili
- if all Order Forms under this Agreement have expired or been terminated in accordance with this Agreement.
9.3 Non-Competition. Customer agrees it will not use the Owler Service or Owler Data to compete against Owler. Owler may suspend Customer's access to the Owler Service and Owler Data without advanced notice if, in the reasonable and good faith opinion of Owler, Customer or its end users threaten to jeopardize Owler's ability to provide Owler Data to Customer or others by reverse engineering Owler Data or making copies of Owler Data in order to create a competing data set or Product for resale or public distribution. Owler may immediately suspend Customer's access to the Owler Service and Owler Data and terminate this Agreement if Owler determines Customer is offering Products, Derivatives or other products or services that compete with Owler or the Owler Service.
9.4 Effect of Termination. . The following provisions of this Agreement will survive termination of this Agreement for any reason: Sections 2, 5, 6, 9.3, 9.4, 10, 11.1,12, 13, 15, and Exhibit A. All other rights and obligations of the Parties under this Agreement, including all licenses granted to Customer herein, will expire and terminate upon the termination of this Agreement. Customer must not retain any copies of any Owler Data after any termination of this Agreement or continue to provide end users access to Products containing Owler Data. Customer shall also cease to display Owler Data or Derivatives. Customer shall, upon request, provide written certification that no copies of any Owler Data have been retained and authorizes Owler to conduct an audit of Customer system to confirm removal of the Owler Data. Customer agrees that if Customer continues to call any call any Owler APIs after the termination effective date, Owler has the right to bill Customer for every week of post-termination usage, based on the applicable prorated weekly fees.
10. DISCLAIMER OF WARRANTIES
CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT CUSTOMER USE OF THE OWLER SERVICE IS AT CUSTOMER’S SOLE RISK, AND THAT THE OWLER SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
ANY AND ALL INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY AND OTHER PROPERTY AND RIGHTS GRANTED AND/OR PROVIDED BY OWLER PURSUANT TO THIS AGREEMENT, INCLUDING THE OWLER DATA, ARE GRANTED AND/OR PROVIDED ON AN "AS IS" BASIS. OWLER AND ITS SUBSIDIARIES, AFFILIATES AND LICENSORS MAKE NO EXPRESS WARRANTIES, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE OWLER SERVICE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT UNINTERRUPTED SERVICE, OR ERROR-FREE SERVICE, OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF INFORMATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OWLER, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT (A) THE OWLER DATA OR CUSTOMER’S USE OF THE OWLER SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) CUSTOMER’S USE OF THE OWLER SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.
11. CONFIDENTIALITY & PUBLICITY11.1 Confidentiality.
- The Parties each acknowledge that the other Party treats its products, development processes, business methods, business information, and prices as confidential and that they constitute the commercially valuable proprietary products and/or services and trade secrets of the respective Party, regardless of whether they may be copyrighted, patented or trademarked.
- During the Term, each Party will learn or receive information about the other which the other treats as confidential, including but not limited to all business, marketing, financial and customer-related data ("Confidential Information". Each Party agrees that Confidential Information received from the other shall be treated as confidential and protected in the same manner as the receiving Party treats its own confidential information. Each Party agrees not to transfer, distribute or disclose to any third party any Confidential Information of the other, except as expressly authorized in writing by the other and shall confine knowledge and use of the Confidential Information received by the other to those of its employees and contractors who require such knowledge and use of the information in the ordinary course of and scope of their employment pursuant to this Agreement. Notwithstanding the foregoing, Confidential Information shall not include information which (i) has entered the public domain by no action of the receiving Party hereunder, (ii) was already rightfully in the of the receiving Party when received by the disclosing Party, (iii) was developed independently by the receiving Party by individuals without access to the disclosing Party's information, or (iv) the knowledge of the existence of this Agreement between the parties.
- The obligations of the Parties, with regard to the Confidential Information of the other that constitutes trade secrets, shall remain in effect for as long as such Confidential Information shall remain a trade secret under applicable law. All other Confidential Information shall remain protected during the Term and for two years thereafter.
11.2 Feedback. . Notwithstanding anything to the contrary in this Agreement, if Customer provides Owler with any comments, recommendations, suggestions or other feedback regarding the modification, correction, improvement or enhancement of the Owler Data, Owler Service, other Owler software, technology, services, methodologies or deliverables, or any other aspect of Owler’s business (collectively, “Feedback”), then: (a) Owler has no confidentiality obligations with respect to such Feedback even if it is designated as confidential; (b) Customer acknowledges and agrees that Owler will own and may freely use and exploit such Feedback without limitation on a perpetual and irrevocable basis for any purpose without any further obligation to Customer; and (c) if any Intellectual Property Rights arise from or relate to such Feedback, the Parties agree Owler will exclusively own all such Intellectual Property Rights, and Customer hereby assigns and agrees to assign all such Intellectual Property Rights to Owler.
11.3 Publicity. . Owler may include Customer in Owler’s customer lists, and Customer will participate in Owler’s reference program (e.g., by cooperating to prepare a standard profile of Customer, including Customer’s logo and an executive quote, that Owler will be permitted to use for marketing purposes).
- Each Party will indemnify, defend and hold harmless the other Party, its parent, subsidiaries, and affiliates, and each of their respective officers, directors, members, employees, contractors, agents, representatives, successors and assigns, from and against any and all judgments, liabilities, losses, damages, costs or expenses, including all reasonable legal and expert fees and expenses and all costs of investigation (collectively, "Losses"), in connection with any claim, complaint, lawsuit, demand, cause of action, or proceeding brought by a third party ("Claim") alleging a breach of its representations, warranties, or obligations hereunder. Customer further agrees to indemnify, defend, and hold Owler harmless from and against any Losses in connection with any Claim relating to a Product developed, created, or distributed by Customer.
- A Party seeking indemnification (an "Indemnified Party") will give prompt written notice of any applicable Claim to the Party from whom indemnification is sought (the"Indemnifying Party"); provided, however, that failure to give such notice will not relieve Indemnifying Party of any liability hereunder (except to the extent Indemnifying Party has suffered actual prejudice by such failure). The Indemnified Party shall provide reasonable assistance to defend or settle an applicable Claim at Indemnifying Party's expense. The parties agree that Indemnifying Party shall have primary control of the defense and settlement of such Claim provided that Indemnified Party shall have the right to participate in the defense and settlement negotiations of such Claim through its own counsel at its own expense, and provided further that Indemnifying Party shall not agree to any settlement or compromise that imposes any obligation or liability on Indemnified Party without such party's prior written consent.
Notwithstanding anything to the contrary in this Agreement, Owler will have no obligation under this Section 12 or otherwise to the extent the lawsuit, action, costs or damages are attributable to a Customer Product or the Customer Indemnitees’ violation of applicable law, or to the Customer Indemnitees’ breach of this Agreement or an Order Form.
The Parties’ obligations under Section 12 are the Parties’ entire respective liability and sole and exclusive remedies for infringement or misappropriation actions and third party liability of any kind relating to this Agreement, and are and are conditioned upon the Indemnified Party: (a) providing the indemnifying Party with written notice of the lawsuit or action (though any failure to give notice will only affect the Indemnifying Party’s obligations to the extent such failure materially impaired the Indemnifying Party’s ability to effectively defend or settle the lawsuit or action); (b) giving the Indemnifying Party sole control of the defense of the lawsuit or action and any related settlement negotiations (though the Indemnified Party may participate in the defense and settlement at their own expense, and the Indemnifying Party may not enter into any settlement that adversely affects the Indemnified Party’s interests to a material degree without their written consent); and (c) providing to the Indemnifying Party (at the Indemnifying Party’s expense) all assistance, information and authority reasonably required to effectively defend or settle the lawsuit or action.
13. LIMITATION OF LIABILITY
EXCEPT FOR CLAIMS UNDER SECTION 12 OF THIS AGREEMENT OR A BREACH OF CONFIDENTIALITY, In no event will EITHER PARTY BE LIABLE TO THE OTHER PARTY in connection with, OR RELATING TO, thIS agreement for ANY INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, loss of use, LOSS OR CORRUPTION OF DATA, loss of goodwill and damage to reputation).
IN NO EVENT WILL OWLER’S TOTAL aggregate LIABILITY TO CUSTOMER (for direct, CONSEQUENTIAL OR ANY OTHER TYPE OF damages OR THEORY OF LIABILITY) ARISING UNDER OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT actually PAID by Customer under this agreement IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE RELEVANT CAUSE OF ACTION ACCRUED. THIS LIMIT IS CUMULATIVE AND NOT PER INCIDENT (i.e., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT INCREASE THE LIMIT).
Owler may use subcontractors to provide the Owler Service and any other services under this Agreement. Owler will be responsible for the acts and omissions of its subcontractors to the same extent it is responsible for its own employees under this Agreement. Owler will require its subcontractors to comply with requirements of this Agreement related to the services performed by such subcontractors (including, without limitation, all data use, data security and privacy requirements).
15.1 Notices. Customer agrees that Owler may provide Customer with notices by email, regular mail, or postings on the Owler Web site or Owler Service. By providing Customer’s email address to Owler, Customer consents to Owler using the email address to send Customer any notices required by law in lieu of communication by postal mail. Unless otherwise specified by a Party, any notice or other communication given under this Agreement shall be addressed to the signatories of Owler and Customer under this Agreement.
15.2 Arbitration. In the event of any dispute, claim or controversy arising out of or relating to this Agreement, including, without limitation, any dispute, claim or controversy concerning the validity, enforceability, breach or termination hereof (each a “Dispute”), the Party raising the Dispute shall provide written notice of the Dispute to the other Party in accordance with Section 15.1 of this Agreement. In the event the Parties are unable to resolve any Dispute, including the application of any notice and cure provisions contained in this Agreement, all such unresolved Disputes shall be finally settled by arbitration in accordance with the then-prevailing rules of the American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the Parties. If the Parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the Parties with a list of names from which the Parties shall jointly select an arbitrator. If the Parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of such list, then each Party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with the Rules. The place of arbitration shall be in Marin County or San Francisco, California. By agreeing to arbitration, the Parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction or with respect to other proceedings (or delay any such proceedings), pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall be permitted to allocate attorneys’ fees and costs as part of the arbitration award in his or her discretion, but the presumption shall be that the Parties shall equally divide the cost of the arbitration and shall be responsible for their own attorneys’ fees. The arbitration award shall be final and entitled to all of the protections and benefits of a final judgment, e.g., res judicata (claim preclusion) and collateral estoppel (issue preclusion), as to all claims subject to the arbitration, including compulsory counterclaims, that were or could have been presented to the arbitrator.
15.3 Governing Law This Agreement is governed by the laws of the State of California and the United States, without regard to any conflicts-of-laws provisions or rules. The exclusive jurisdiction and venue for any legal proceedings or actions arising out of or relating to this Agreement will be the California state and U.S. federal courts located in San Mateo County, California, and both Parties hereby submit to the personal jurisdiction of those courts and irrevocably waive any objection they may have to such venue. If the Parties litigate any issue relating to this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees, costs and expenses (including, without limitation, expert witness fees and costs of appeal).
15.4 Injunctive Relief. The Parties acknowledge and agree that any breach or threatened breach of this Agreement may cause harm for which money damages may not provide an adequate remedy. Accordingly, the Parties agree that in the event of a breach or threatened breach of this Agreement, in addition to any other available remedies, each Party may seek temporary and permanent injunctive relief without the need to post any bond or other security that otherwise may be required under applicable law.
15.5 Assignment. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. The Parties may not assign, delegate or transfer any of their rights or obligations under this Agreement, by operation of law or otherwise, without gaining prior written consent from the other Party. Notwithstanding the foregoing, however, either Party may assign this Agreement without consent (a) to the acquiring or surviving entity in a merger or acquisition in which the assigning Party is the acquired entity (whether by merger, reorganization, acquisition or sale of stock), or (b) to the purchaser of all or substantially all of the assigning Party’s assets. There are no third-party beneficiaries of this Agreement.
15.6 Waiver. A waiver of any right under this Agreement will in no way waive any other rights, or the same right with respect to any similar future incident. No waiver, alteration, modification or amendment of this Agreement will be effective unless in writing and signed by both Parties. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable or invalid, then to the maximum extent permitted by law, that provision will be modified and interpreted to accomplish the objectives of such provision, or severed, and the remaining provisions will remain in full force and effect. Each Party has had a reasonable opportunity to participate in the drafting of this Agreement, and to consult its own counsel with respect to that drafting; accordingly, no ambiguity in this Agreement will be construed against either Party by virtue of such Party’s role in drafting this Agreement.
15.7 Counterparts. This Agreement may be signed in duplicate originals and via a facsimile, scanned, pdf, or other electronic version, and in separate counterparts, which are effective as if the Parties signed a single original.
15.8 Entire Agreement. This Agreement and the Confidentiality Agreement constitute the entire agreement between the Parties regarding this subject matter, and supersede all prior agreements, representations and understandings, oral or written, between the Parties regarding this subject matter. This Agreement may not be amended, modified or supplemented except by a written amendment signed by an authorized representative of each Party.
15.9 No Joint Venture. Nothing in this Agreement creates any agency, partnership, joint venture, franchise or other special legal relationship between the Parties.
15.10 Order of Precedence. All Order Forms entered into between the Parties constitute part of the Parties’ agreement regarding this subject matter. In the event of any conflict between this Agreement and any Order Form entered into between the Parties, the Order Form will take precedence and prevail. In the event of any conflict between this Agreement or any Order Form, on the one hand, and the Terms of Service on Owler’s Web site, on the other hand, the Agreement and Order Form(s) will take precedence and prevail.
15.11 Force Majeure. Except for payment obligations, neither Party will be liable under the Agreement by reason of any failure or delay in the performance of its obligations under the Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such Party.
This is Exhibit A to the Master Software-as-a-Service Agreement between Owler and Customer (the “Agreement”), forms part of the Agreement, and is subject to the terms and conditions of the Agreement. Any capitalized terms not defined in this Exhibit A have the meaning indicated elsewhere in the Agreement (including its exhibits).
The following definitions apply to the Agreement:
- "API" means the Application Program Interface used by Owler to deliver Owler Data pursuant to this Agreement.
- "Owler Service" means Owler’s proprietary API and associated software, application program interface(s), administrative interface(s), services, information, content, and materials (in electronic and/or hard copy format). “Owler Service” includes the design elements of any charts, graphs or of other matters created or provided using the Owler Service, and the trade dress and overall “look and feel” of the Owler Service and of all visuals and other matters created or provided using the Owler Service.
- "Owler Data" means all data provided via the Owler API or Owler Services, including, but not limited to, Owler’s Competitive Relationship Graph, Owler News and Alerts (Owler Media Content), Owler Dynamic Firmographics and Owler Atlas and all visuals associated therewith.
- "Customer Content" means Content created solely by Customer (i.e., as between Owler and Customer, Customer is solely responsible for the design and physical creation of the Content, and does not receive from Owler the Content itself or input regarding the Content design).
- "Customer Data" means data supplied by Customer or end users to Owler, and data relating to the use of the Owler Service by Customer or end users. “Customer Data” does not include De-Identified Data.
- "De-Identified Data" means any information or data generated, provided, collected, derived, or created in connection with use or operation of the Owler Service which (i) has had end user or Customer identifiers stripped from such information or data, (ii) is usage information or system performance data (e.g., usage statistics, system performance information, popular features, data queries, and similar information about usage of Owler Data or performance of the Owler Service) provided that such information does not refer to Customer or any particular end user, or (iii) is aggregated data compiled by Owler for market research purposes or for improving the Owler Service and which does not refer to Customer or any particular end user. For purposes of the Agreement, De-Identified Data will be regarded as Owler’s Confidential Information.
- "Intellectual Property Rights" means all rights in (i) United States and foreign patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by foreign or domestic law, by statute or at common law or otherwise, including all copyright registrations issued by the United States Register of Copyrights and applications therefor, together with any renewal or extension thereof, or by similar authority in any other jurisdiction, and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, domain names, trade names and trade dress, and all goodwill relating thereto; (iv) all trade secrets, know-how, databases, inventions, processes, algorithms, techniques, and confidential information; and (v) other intellectual property rights protectible under any laws or international conventions throughout the world, and in each case including the right to apply for registrations, certificates, or renewals with respect thereto and the right to prosecute, enforce, obtain damages relating to, settle or release any past, present, or future infringement or misappropriation thereof.
- "Order Form" means an order document signed by both Customer and Owler that references the Agreement and sets forth the services Customer is ordering from Owler, irrespective of what the document is titled.
- "Product" means any product and/or service that constitutes, is based on, incorporates or utilizes, wholly or in part, Owler Data and/or any all derivatives thereof, including, without limitation, data sets, software/SaaS applications and predictive technology.
End of Master Service Agreement & Exhibits
Effective Date: Mar 05, 2019
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