/Docs/G/Balena-Master-SaaS-Terms/Form/0.md
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(Sec = (Ti = Master Agreement)

(sec = (0.sec = (0.0.sec = )
(0.xlist = )
(0.00.sec = Terms and Conditions)
)
(xlist = (Olist =
  1. (Secs = (1.Sec = (1.Ti = Saas Services And Support)

    (1.sec = Subject to the terms of this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    , (_Company = {!!!}DefT.Company' class="definedterm">Company)
    will use commercially reasonable efforts to provide (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    in accordance with any additional terms referenced in an Order Form. As part of the registration process, (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    will identify an administrative user name and password for (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    ’s (_Company = {!!!}DefT.Company' class="definedterm">Company)
    account. (_Company = {!!!}DefT.Company' class="definedterm">Company)
    reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Unless otherwise specified, support will be provided on a “reasonable efforts” basis. In order to provide support, (_Company = {!!!}DefT.Company' class="definedterm">Company)
    may need to remotely access (_Your = Your)
    devices that utilize the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    . (_Company = {!!!}DefT.Company' class="definedterm">Company)
    will only access (_Your = Your)
    devices if necessary to address (_Your = Your)
    support request and upon grant of access via the access request dialog box in the online user interface. (_You = You)
    hereby consent to such access by (_Company = {!!!}DefT.Company' class="definedterm">Company)
    solely for the purposes of providing support.)
    )
  2. (2.Sec = (2.Ti = Restrictions And Responsibilities)

    (2.sec = (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    or any software, documentation or data related to the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    (collectively, the “(DefT.Software = (_Software = {!!!}DefT.Software' class="definedterm">Software)
    )
    ”); modify, translate, or create derivative works based on the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    or any (_Software = {!!!}DefT.Software' class="definedterm">Software)
    (except to the extent expressly permitted by (_Company = {!!!}DefT.Company' class="definedterm">Company)
    or authorized within the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    ); use the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    or any (_Software = {!!!}DefT.Software' class="definedterm">Software)
    for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.)
    )
  3. (3.Sec = (3.Ti = Confidential Information)

    (3.sec = (3.0.sec = )
    (3.xlist = (3.Olist =
    1. (3.Secs = (3.secs = (3.1.sec = (3.1.0.sec = )
      (3.1.xlist = (3.1.sens = (3.1.1.sec = Each party (the “(DefT.Receiving_Party = (_Receiving_Party = {!!!}DefT.Receiving_Party' class="definedterm">Receiving Party)
      )
      ”) understands that the other party (the “(DefT.Disclosing_Party = (_Disclosing_Party = {!!!}DefT.Disclosing_Party' class="definedterm">Disclosing Party)
      )
      ”) has disclosed or may disclose business, technical or financial information relating to the (_Disclosing_Party = {!!!}DefT.Disclosing_Party' class="definedterm">Disclosing Party)
      ’s business (hereinafter referred to as “(DefT.Confidential_Information = (_Confidential_Information = {!!!}DefT.Confidential_Information' class="definedterm">Confidential Information)
      )
      ” of the (_Disclosing_Party = {!!!}DefT.Disclosing_Party' class="definedterm">Disclosing Party)
      ).)
      (3.1.2.sec = (_Confidential_Information = {!!!}DefT.Confidential_Information' class="definedterm">Confidential Information)
      of (_Company = {!!!}DefT.Company' class="definedterm">Company)
      includes non-public information regarding features, functionality and performance of the (_Service = {!!!}DefT.Service' class="definedterm">Service)
      .)
      (3.1.3.sec = (_Confidential_Information = {!!!}DefT.Confidential_Information' class="definedterm">Confidential Information)
      of (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
      includes non-public data provided by (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
      to (_Company = {!!!}DefT.Company' class="definedterm">Company)
      to enable the provision of the (_Services = {!!!}DefT.Services' class="definedterm">Services)
      (“{DefT.Customer_Data}”). )
      )
      )
      (3.1.00.sec = )
      )
    2. (3.2.sec = (3.2.0.sec = The (_Receiving_Party = {!!!}DefT.Receiving_Party' class="definedterm">Receiving Party)
      agrees: )
      (3.2.xlist =
      1. (3.2.secs = (3.2.1.sec = to take reasonable precautions to protect such (_Confidential_Information = {!!!}DefT.Confidential_Information' class="definedterm">Confidential Information)
        , and )
      2. (3.2.2.sec = not to use (except in performance of the (_Services = {!!!}DefT.Services' class="definedterm">Services)
        or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. )
        )
      )
      (3.2.00.sec = )
      )
    3. (3.3.sec = (3.3.0.sec = The (_Disclosing_Party = {!!!}DefT.Disclosing_Party' class="definedterm">Disclosing Party)
      agrees that the foregoing shall not apply with respect to )
      (3.3.xlist = (3.3.Olist =
      1. (3.3.Secs = (3.3.secs = (3.3.1.sec = any information after (Conf.Engage.Life.period = five (5) years)
        following the disclosure thereof or )
      2. (3.3.2.sec = (3.3.2.0.sec = any information that the (_Receiving_Party = {!!!}DefT.Receiving_Party' class="definedterm">Receiving Party)
        can document )
        (3.3.2.xlist =
        1. (3.3.2.secs = (3.3.2.1.sec = is or becomes generally available to the public, or )
        2. (3.3.2.2.sec = was in its possession or known by it prior to receipt from the (_Disclosing_Party = {!!!}DefT.Disclosing_Party' class="definedterm">Disclosing Party)
          , or )
        3. (3.3.2.3.sec = was rightfully disclosed to it without restriction by a third party, or )
        4. (3.3.2.4.sec = was independently developed without use of any (_Confidential_Information = {!!!}DefT.Confidential_Information' class="definedterm">Confidential Information)
          of the (_Disclosing_Party = {!!!}DefT.Disclosing_Party' class="definedterm">Disclosing Party)
          or )
        5. (3.3.2.5.sec = is required to be disclosed by law. )
          )
        )
        (3.3.2.00.sec = )
        )
        )
        )
      )
      )
      (3.3.00.sec = )
      )
    4. (3.4.sec = (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
      shall own all right, title and interest in and to the (_Customer_Data = Customer Data)
      , as well as any data that is based on or derived from the (_Customer_Data = Customer Data)
      and provided to (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
      as part of the (_Services = {!!!}DefT.Services' class="definedterm">Services)
      . )
    5. (3.5.sec = (3.5.0.sec = (_Company = {!!!}DefT.Company' class="definedterm">Company)
      shall own and retain all right, title and interest in and to )
      (3.5.xlist =
      1. (3.5.secs = (3.5.1.sec = the (_Services = {!!!}DefT.Services' class="definedterm">Services)
        and (_Software = {!!!}DefT.Software' class="definedterm">Software)
        , all improvements, enhancements or modifications thereto, )
      2. (3.5.2.sec = any software, applications, inventions or other technology developed in connection with Implementation (_Services = {!!!}DefT.Services' class="definedterm">Services)
        or support, and )
      3. (3.5.3.sec = all intellectual property rights related to any of the foregoing. )
        )
      )
      (3.5.00.sec = )
      )
    6. (3.6.sec = (3.6.0.sec = Notwithstanding anything to the contrary, )
      (3.6.xlist =
      1. (3.6.secs = (3.6.1.sec = (_Company = {!!!}DefT.Company' class="definedterm">Company)
        shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the (_Services = {!!!}DefT.Services' class="definedterm">Services)
        and related systems and technologies (including, without limitation, information concerning (_Customer_Data = Customer Data)
        and data derived therefrom), and )
      2. (3.6.2.sec = (3.6.2.0.sec = (_Company = {!!!}DefT.Company' class="definedterm">Company)
        will be free (during and after the term hereof) to: )
        (3.6.2.xlist =
        1. (3.6.2.secs = (3.6.2.1.sec = use such information and data to improve and enhance the (_Services = {!!!}DefT.Services' class="definedterm">Services)
          and for other development, diagnostic and corrective purposes in connection with the (_Services = {!!!}DefT.Services' class="definedterm">Services)
          and other (_Company = {!!!}DefT.Company' class="definedterm">Company)
          offerings, and )
        2. (3.6.2.2.sec = disclose such data solely in aggregate or other de-identified form in connection with its business. )
          )
        )
        (3.6.2.00.sec = )
        )
        )
      )
      (3.6.00.sec = )
      )
    7. (3.7.sec = No rights or licenses are granted except as expressly set forth herein.)
      )
      )
    )
    )
    (3.00.sec = )
    )
    )
  4. (4.Sec = (4.Ti = Payment Of Fees)

    (4.sec = (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    will pay (_Company = {!!!}DefT.Company' class="definedterm">Company)
    the then applicable fees described in the Order Form for the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    and Implementation (_Services = {!!!}DefT.Services' class="definedterm">Services)
    in accordance with the terms therein (the “(DefT.Fees = (_Fees = Fees)
    )
    ”). If (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    ’s use of the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    exceeds the (_Service = {!!!}DefT.Service' class="definedterm">Service)
    Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    ), (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    shall be billed for such usage and (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    agrees to pay the additional fees in the manner provided herein. (_Company = {!!!}DefT.Company' class="definedterm">Company)
    reserves the right to change the (_Fees = Fees)
    or applicable charges and to institute new charges and (_Equipment = {!!!}DefT.Equipment' class='definedterm'>Equipment)
    at the end of the (_Initial_Service_Term = Initial Service Term)
    or then current renewal term, upon (Fee.Change.AdvanceNotice.days = thirty (30) days)
    prior notice to (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    (which may be sent by email). If (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    believes that (_Company = {!!!}DefT.Company' class="definedterm">Company)
    has billed (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    incorrectly, (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    must contact (_Company = {!!!}DefT.Company' class="definedterm">Company)
    no later than (Fee.ProtestDeadline.days = 60 days)
    after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to (_Company = {!!!}DefT.Company' class="definedterm">Company)
    ’s customer support department. (_Company = {!!!}DefT.Company' class="definedterm">Company)
    may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by (_Company = {!!!}DefT.Company' class="definedterm">Company)
    (Pay.DueAfterInvoice.period = thirty (30) days)
    after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of (Pay.Late.Interest.perMonth = 1.5% per month)
    on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of (_Service = {!!!}DefT.Service' class="definedterm">Service)
    . (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    shall be responsible for all taxes associated with (_Services = {!!!}DefT.Services' class="definedterm">Services)
    other than U.S. taxes based on (_Company = {!!!}DefT.Company' class="definedterm">Company)
    ’s net income. (_Customers = Customers)
    electing to pay via physical check shall incur a (Pay.PaperCheck.ProcessingFee.% = 2%)
    processing fee for each payment made via check.)
    )
  5. (5.Sec = (5.Ti = Term And Termination)

    (5.sec = Subject to earlier termination as provided below, this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    is for the (_Initial_Service_Term = Initial Service Term)
    as specified in the Order Form, and may be renewed for additional periods of the same duration as the (_Initial_Service_Term = Initial Service Term)
    (collectively, the “(_Term = {!!!}DefT.Term' class='definedterm'>Term)
    ”), by written confirmation of the (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    at least thirty (30) days prior to the end of the then-current term. In addition to any other remedies it may have, either party may also terminate this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    . (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    will pay in full for the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    up to and including the last day on which the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    are provided. Upon any termination, (_Company = {!!!}DefT.Company' class="definedterm">Company)
    will make all (_Customer_Data = Customer Data)
    available to (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    for electronic retrieval for a period of thirty (30) days, but thereafter (_Company = {!!!}DefT.Company' class="definedterm">Company)
    may delete stored (_Customer_Data = Customer Data)
    . All sections of this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    , which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.)
    )
  6. (6.Sec = (6.Ti = Warranty And Disclaimer)

    (6.sec = (_Company = {!!!}DefT.Company' class="definedterm">Company)
    shall use reasonable efforts consistent with prevailing industry standards to maintain the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    in a manner which minimizes errors and interruptions in the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    and shall perform any Implementation (_Services = {!!!}DefT.Services' class="definedterm">Services)
    in a professional and workmanlike manner. (_Services = {!!!}DefT.Services' class="definedterm">Services)
    may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by (_Company = {!!!}DefT.Company' class="definedterm">Company)
    or by third-party providers, or because of other causes beyond (_Company = {!!!}DefT.Company' class="definedterm">Company)
    ’s reasonable control, but (_Company = {!!!}DefT.Company' class="definedterm">Company)
    shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, (_Company = {!!!}DefT.Company' class="definedterm">Company)
    does not warrant that the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    . Except as expressly set forth in this section, the Services and Implementation Services are provided “as is” and (_Company = {!!!}DefT.Company' class="definedterm">Company)
    disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.)
    )
  7. (7.Sec = (7.Ti = Indemnity)

    (7.sec = (_Company = {!!!}DefT.Company' class="definedterm">Company)
    shall hold (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided (_Company = {!!!}DefT.Company' class="definedterm">Company)
    is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; (_Company = {!!!}DefT.Company' class="definedterm">Company)
    will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the (_Service = {!!!}DefT.Service' class="definedterm">Service)
    (i) not supplied by (_Company = {!!!}DefT.Company' class="definedterm">Company)
    , (ii) made in whole or in part in accordance with (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    specifications, (iii) that are modified after delivery by (_Company = {!!!}DefT.Company' class="definedterm">Company)
    , (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    ’s use of the (_Service = {!!!}DefT.Service' class="definedterm">Service)
    is not strictly in accordance with this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    . If, due to a claim of infringement, the (_Services = {!!!}DefT.Services' class="definedterm">Services)
    are held by a court of competent jurisdiction to be or are believed by (_Company = {!!!}DefT.Company' class="definedterm">Company)
    to be infringing, (_Company = {!!!}DefT.Company' class="definedterm">Company)
    may, at its option and expense (a) replace or modify the (_Service = {!!!}DefT.Service' class="definedterm">Service)
    to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    a license to continue using the (_Service = {!!!}DefT.Service' class="definedterm">Service)
    , or (c) if neither of the foregoing is commercially practicable, terminate this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    and (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    ’s rights hereunder and provide (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    a refund of any prepaid, unused fees for the (_Service = {!!!}DefT.Service' class="definedterm">Service)
    .)
    )
  8. (8.Sec = (8.Ti = Limitation Of Liability)

    (8.sec = In no event and under no legal theory, whether in tort, contract, or otherwise, shall either party be liable to the other for (a) any special, incidental, consequential or punitive damages of any kind, including, without limitation, damages for loss of goodwill, lost profits, lost sales or business, work stoppage, computer failure or malfunction, lost data, or for any and all other damages or losses, even if a representative of such party has been advised, knew or should have known of the possibility of such damages, or (b) any direct damages, costs, or liabilities in excess of the amounts paid (plus any amounts payable) by (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    during the twelve months preceding the incident or claim. The provisions of this section allocate the risks under this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    between the parties, and the parties have relied on the limitations set forth herein in determining whether to enter into this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    .)
    )
  9. (9.Sec = (9.Ti = Miscellaneous)

    (9.sec = If any provision of this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    will otherwise remain in full force and effect and enforceable. This (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    is not assignable or transferable by (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    except with (_Company = {!!!}DefT.Company' class="definedterm">Company)
    ’s prior written consent. (_Company = {!!!}DefT.Company' class="definedterm">Company)
    may assign or transfer any of its rights and obligations under this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    with thirty (30) days’ written notice to (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    . This (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    is the complete and exclusive statement of the mutual understanding of the parties relating to its subject matter and supersedes and replaces all previous written and oral agreements, communications and other understandings relating to its subject matter. All waivers, amendments and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    and (_Customer = {!!!}DefT.Customer' class='definedterm'>Customer)
    does not have any authority of any kind to bind (_Company = {!!!}DefT.Company' class="definedterm">Company)
    in any respect whatsoever. All notices under this (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This (_Agreement = {!!!}DefT.Agreement' class="definedterm">Agreement)
    shall be governed by the laws of (Law.Jurisdiction.cl = the State of Washington)
    without regard to its conflict of laws provisions.)
    )
    )
)
)
(00.sec = )
)
)