Note	=	A few parameters:
Conf.Engage.Life.period	=	five (5) years
Fee.Change.AdvanceNotice.days	=	thirty (30) days
Fee.ProtestDeadline.days	=	60 days
Pay.DueAfterInvoice.period	=	thirty (30) days
Pay.Late.Interest.perMonth	=	1.5% per month
Pay.PaperCheck.ProcessingFee.%	=	2%
Law.Jurisdiction.cl	=	the State of Washington
Ti	=	Master Agreement
0.1.sec	=	Last Updated: October 29, 2017
LawNote	=	Some of the "agreement"s in this para should be "Agreement"s?
0.2.sec	=	This Online Master Agreement (“{DefT.Agreement}”) is by and between {P1.US.N,E,A} (“{DefT.Company}”) and the individual or legal entity (“{DefT.Customer or “{DefT.You}”) who has executed an order form (or other ordering or purchasing document) referencing this {_Agreement} or is using the applicable online services, support, and professional services (collectively “{DefT.Services}”) made available by {_Company} and governs all use by {_Customer} of the {_Services} referenced in such order form. By clicking the “I Accept” button, executing an order form, or by accessing, downloading or otherwise using the {_Software} and {_Services}, {_You} signify {_Your} agreement to and acceptance of this agreement and acknowledge that {_You} have read, understand and agree to be bound by its terms. If {_You} are an individual acting on behalf of an entity, {_You} represent and warrant that {_You} have the authority to enter into this agreement on behalf of that entity and to legally bind that entity. If {_You} do not have such authority, {_You} are solely responsible for all acts and omissions relating to {_Your} use of the {_Services}. If {_You} do not accept the terms of this agreement, then {_You} are not permitted to, and {_You} must not access, download or otherwise use the {_Services}.
0.3.sec	=	This {_Agreement}, including all referenced documents located at the URLs listed below is effective as of the date {_You} first access the {_Services}.
0.00.sec	=	Terms and Conditions
0.	=	[G/Z/paras/s3]
1.Ti	=	Saas Services And Support
1.sec	=	Subject to the terms of this {_Agreement}, {_Company} will use commercially reasonable efforts to provide {_Customer} the {_Services} in accordance with any additional terms referenced in an Order Form. As part of the registration process, {_Customer} will identify an administrative user name and password for {_Customer}’s {_Company} account. {_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} may need to remotely access {_Your} devices that utilize the {_Services}. {_Company} will only access {_Your} devices if necessary to address {_Your} support request and upon grant of access via the access request dialog box in the online user interface. {_You} hereby consent to such access by {_Company} solely for the purposes of providing support.
2.Ti	=	Restrictions And Responsibilities
2.sec	=	{_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} or any software, documentation or data related to the {_Services} (collectively, the “{DefT.Software}”); modify, translate, or create derivative works based on the {_Services} or any {_Software} (except to the extent expressly permitted by {_Company} or authorized within the {_Services}); use the {_Services} or any {_Software} for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.1.sec	=	These restrictions do not apply to any {_Software} that is licensed under an open source license.
2.2.sec	=	With respect to any {_Software} that is distributed or provided to {_Customer} for use on {_Customer} premises or devices, {_Company} hereby grants {_Customer} a non-exclusive, non-transferable, non-sublicensable license to use such {_Software} during the {_Term} only in connection with the {_Services}.
2.3.sec	=	{_Customer} represents, covenants, and warrants that {_Customer} will use the {_Services} only in compliance with {_Company}’s standard published policies then in effect (the “{DefT.Policy}”) and all applicable laws and regulations.
2.4.sec	=	{_Customer} hereby agrees to indemnify and hold harmless {_Company} against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from {_Customer}’s use of {_Services}.
2.5.sec	=	Although {_Company} has no obligation to monitor {_Customer}’s use of the {_Services}, {_Company} may do so and may prohibit any use of the {_Services} it believes may be (or alleged to be) in violation of the foregoing.
2.6.sec	=	{_Customer} shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the {_Services}, including, without limitation, modems, hardware, servers, {_Software}, operating systems, networking, web servers and the like (collectively, “{DefT.Equipment}”).
2.7.sec	=	{_Customer} shall also be responsible for maintaining the security of the {_Equipment}, {_Customer} account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of {_Customer} account or the {_Equipment} with or without {_Customer}’s knowledge or consent.
2.	=	[G/Z/ol/s7]
3.Ti	=	Confidential Information
3.1.1.sec	=	Each party (the “{DefT.Receiving_Party}”) understands that the other party (the “{DefT.Disclosing_Party}”) has disclosed or may disclose business, technical or financial information relating to the {_Disclosing_Party}’s business (hereinafter referred to as “{DefT.Confidential_Information}” of the {_Disclosing_Party}).
3.1.2.sec	=	{_Confidential_Information} of {_Company} includes non-public information regarding features, functionality and performance of the {_Service}.
3.1.3.sec	=	{_Confidential_Information} of {_Customer} includes non-public data provided by {_Customer} to {_Company} to enable the provision of the {_Services} (“{DefT.Customer_Data}”).
3.1.	=	[G/Z/para/s3]
3.2.0.sec	=	The {_Receiving_Party} agrees:
3.2.1.sec	=	to take reasonable precautions to protect such {_Confidential_Information}, and
3.2.2.sec	=	not to use (except in performance of the {_Services} or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
3.2.	=	[G/Z/ol-i/s2]
3.3.0.sec	=	The {_Disclosing_Party} agrees that the foregoing shall not apply with respect to
3.3.1.sec	=	any information after {Conf.Engage.Life.period} following the disclosure thereof or
3.3.2.0.sec	=	any information that the {_Receiving_Party} can document
3.3.2.1.sec	=	is or becomes generally available to the public, or
3.3.2.2.sec	=	was in its possession or known by it prior to receipt from the {_Disclosing_Party}, or
3.3.2.3.sec	=	was rightfully disclosed to it without restriction by a third party, or
3.3.2.4.sec	=	was independently developed without use of any {_Confidential_Information} of the {_Disclosing_Party} or
3.3.2.5.sec	=	is required to be disclosed by law.
3.3.2.	=	[G/Z/ol-a/s5]
3.3.	=	[G/Z/ol/s2]
3.4.sec	=	{_Customer} shall own all right, title and interest in and to the {_Customer_Data}, as well as any data that is based on or derived from the {_Customer_Data} and provided to {_Customer} as part of the {_Services}.
3.5.0.sec	=	{_Company} shall own and retain all right, title and interest in and to
3.5.1.sec	=	the {_Services} and {_Software}, all improvements, enhancements or modifications thereto,
3.5.2.sec	=	any software, applications, inventions or other technology developed in connection with Implementation {_Services} or support, and
3.5.3.sec	=	all intellectual property rights related to any of the foregoing.
3.5.	=	[G/Z/ol-a/s3]
Note	=	"right _to_ collect" added
3.6.0.sec	=	Notwithstanding anything to the contrary,
3.6.1.sec	=	{_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} and related systems and technologies (including, without limitation, information concerning {_Customer_Data} and data derived therefrom), and
3.6.2.0.sec	=	{_Company} will be free (during and after the term hereof) to:
3.6.2.1.sec	=	use such information and data to improve and enhance the {_Services} and for other development, diagnostic and corrective purposes in connection with the {_Services} and other {_Company} offerings, and
3.6.2.2.sec	=	disclose such data solely in aggregate or other de-identified form in connection with its business.
3.6.2.	=	[G/Z/ol-i/s2]
3.6.	=	[G/Z/ol-a/s2]
3.7.sec	=	No rights or licenses are granted except as expressly set forth herein.
3.	=	[G/Z/ol/s7]
4.Ti	=	Payment Of Fees
LawNote	=	"Fees" seems to be uncapitalized in places where it could be.
LawNote	=	In the last sentence of this section there is a use of "Customars" which represents a change of voice - addressing Customers generally.
4.sec	=	{_Customer} will pay {_Company} the then applicable fees described in the Order Form for the {_Services} and Implementation {_Services} in accordance with the terms therein (the “{DefT.Fees}”). If {_Customer}’s use of the {_Services} exceeds the {_Service} Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this {_Agreement}), {_Customer} shall be billed for such usage and {_Customer} agrees to pay the additional fees in the manner provided herein. {_Company} reserves the right to change the {_Fees} or applicable charges and to institute new charges and {_Equipment} at the end of the {_Initial_Service_Term} or then current renewal term, upon {Fee.Change.AdvanceNotice.days} prior notice to {_Customer} (which may be sent by email). If {_Customer} believes that {_Company} has billed {_Customer} incorrectly, {_Customer} must contact {_Company} no later than {Fee.ProtestDeadline.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}’s customer support department. {_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} {Pay.DueAfterInvoice.period} after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of {Pay.Late.Interest.perMonth} 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}. {_Customer} shall be responsible for all taxes associated with {_Services} other than U.S. taxes based on {_Company}’s net income. {_Customers} electing to pay via physical check shall incur a {Pay.PaperCheck.ProcessingFee.%} processing fee for each payment made via check.
5.Ti	=	Term And Termination
5.sec	=	Subject to earlier termination as provided below, this {_Agreement} is for the {_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} (collectively, the “{_Term}”), by written confirmation of the {_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} 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}. {_Customer} will pay in full for the {_Services} up to and including the last day on which the {_Services} are provided. Upon any termination, {_Company} will make all {_Customer_Data} available to {_Customer} for electronic retrieval for a period of thirty (30) days, but thereafter {_Company} may delete stored {_Customer_Data}. All sections of this {_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.Ti	=	Warranty And Disclaimer
6.sec	=	{_Company} shall use reasonable efforts consistent with prevailing industry standards to maintain the {_Services} in a manner which minimizes errors and interruptions in the {_Services} and shall perform any Implementation {_Services} in a professional and workmanlike manner. {_Services} may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by {_Company} or by third-party providers, or because of other causes beyond {_Company}’s reasonable control, but {_Company} shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, {_Company} does not warrant that the {_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}. Except as expressly set forth in this section, the Services and Implementation Services are provided “as is” and {_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.Ti	=	Indemnity
7.sec	=	{_Company} shall hold {_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} 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} 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} (i) not supplied by {_Company}, (ii) made in whole or in part in accordance with {_Customer} specifications, (iii) that are modified after delivery by {_Company}, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where {_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}’s use of the {_Service} is not strictly in accordance with this {_Agreement}. If, due to a claim of infringement, the {_Services} are held by a court of competent jurisdiction to be or are believed by {_Company} to be infringing, {_Company} may, at its option and expense (a) replace or modify the {_Service} to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for {_Customer} a license to continue using the {_Service}, or (c) if neither of the foregoing is commercially practicable, terminate this {_Agreement} and {_Customer}’s rights hereunder and provide {_Customer} a refund of any prepaid, unused fees for the {_Service}.
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} during the twelve months preceding the incident or claim. The provisions of this section allocate the risks under this {_Agreement} between the parties, and the parties have relied on the limitations set forth herein in determining whether to enter into this {_Agreement}.
9.Ti	=	Miscellaneous
9.sec	=	If any provision of this {_Agreement} is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this {_Agreement} will otherwise remain in full force and effect and enforceable. This {_Agreement} is not assignable or transferable by {_Customer} except with {_Company}’s prior written consent. {_Company} may assign or transfer any of its rights and obligations under this {_Agreement} with thirty (30) days’ written notice to {_Customer}. This {_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} and {_Customer} does not have any authority of any kind to bind {_Company} in any respect whatsoever. All notices under this {_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} shall be governed by the laws of {Law.Jurisdiction.cl} without regard to its conflict of laws provisions.
_	=	[G/AgtForm/US/Def/Link/0.md]
DefT.	=	[G/AgtForm/US/Def/Target/0.md]
	=	[G/Z/ol/9]
	=
_You	=	You
_Your	=	Your
_Customer_Data	=	Customer Data
_Customers	=	Customers
_Initial_Service_Term	=	Initial Service Term
_Policy	=	Policy
Def.You	=	{_You}
Def.Customer_Data	=	{_Customer_Data}
Def.Policy	=	{_Policy}
CoderNote	=	There is a standard "Fees" link in /Link/ library, but it points to a defined term of "Fee" (in the singular). So overriding here.
_Fees	=	Fees