Faronics Professional Services Terms and Conditions

Faronics Professional Services Terms and Conditions

In this Professional Services Terms and Conditions (the “Terms and Conditions”), “Customer,” “you,” or “your”) means the undersigned customer and (“FARONICS”) means Faronics Corporation. All capitalized terms used in these Terms and Conditions and not otherwise defined herein shall have the meaning given to them in any applicable Work Order.

1. SERVICES

1.1 Services. Customer agrees to retain Faronics to provide certain professional services as identified in a Work Order (the “Services”), which may include the implementation of Faronics software and/or assessment, consulting, troubleshooting and training services related to such Faronics software, directly through its employees and indirectly through its independent contractors and agents, all subject to and in accordance with the terms of the Agreement.

1.2 Changes. Customer may, from time to time, request changes to the scope of the Services in accordance with the applicable Work Order. Faronics will consider the feasibility of providing such changes and will estimate the increase in the total fees payable for providing such changes to the Services. Faronics will not be obligated to make any change to the Services described in a Work Order unless such changes are agreed to in writing by Faronics in an amended Work Order signed by the parties setting out the changes to the Services and the additional fees payable in respect thereof.

1.3 Customer Responsibilities. 1.3 Customer will: (a) provide or make available to Faronics such of Customer’s staff, networks, systems, office space, items and materials that are reasonably required by Faronics to perform the Services; (b) only if and to the extent necessary, provide Faronics and its authorized personnel and agents with access to any Customer location or facility; (c) provide all information and data reasonably required by Faronics to perform the Services; (d) assist, cooperate and facilitate the provision of the Services; (e) obtain any consents and notices required to permit Customer's use and receipt of the Services; and (f) without limiting the generality of the foregoing, perform any specific Customer obligations described in a Work Order. Faronics will not be liable for delay or other consequences caused by Customer's failure to provide Faronics, as and when required by Faronics, with any of the foregoing or with any other things that are required for Faronics to perform the Services. If Faronics informs Customer of such failure and Customer does not cure the failure within 10 days, then without limitation to its other rights hereunder, Faronics may terminate the Agreement for cause immediately.

1.4 Personnel/Subcontracting. Faronics will determine which Personnel will perform the Services. Faronics may subcontract any of its obligations under the Agreement.

1.5 Up-to-date Maintenance. For all Faronics products that Customer requests Services for, Customer must ensure such Faronics products are covered under current and up-to-date maintenance. For greater certainty, Faronics has no obligation to provide Services on Faronics products that are not paid for or not covered under current and up-to-date maintenance.

1.6 No Personal Information. Customer acknowledges that Faronics does not need to access or use Personal Information to perform the Services. Customer will not provide Faronics with access to any Personal Information.

2. DELIVERABLES AND Intellectual Property.

2.1 Ownership. 2.1 Faronics will remain the sole and exclusive owner of all right, title and interest in and to any Deliverables. Faronics grants Customer a limited, non-exclusive, non-transferable license to use the Deliverables in conjunction with the applicable Service until the earlier of: (1) the termination of the Terms and Conditions or the applicable Work Order; and (b) Expiry Date of that Service, subject to payment of all applicable Fees.

2.2 Background IP. Customer owns all right, title and interest in and to Customer's Background IP. Faronics owns all right, title and interest in and to Faronics’ Background IP. Customer grants Faronics a license to use Customer's Background IP to provide the Services (with a right to sublicense to Faronics Affiliates and subcontractors to the extent required to provide the Services).

2.3 Faronics Property. 2.3 Faronics owns all rights, title and interest in Faronics Property. To the extent Faronics Property is incorporated into Deliverables, Faronics grants Customer a limited, non-exclusive, non-transferable license to use Faronics Property in conjunction with the applicable Service until the earlier of: (3) the termination of the Terms and Conditions or the applicable Work Order; and (d) the Expiry Date of that Service, subject to payment of all applicable Fees.

2.4 Feedback. If Customer provides feedback and suggestions about the Services or any Faronics products to Faronics (the "Feedback"), then Customer assigns to Faronics all right, title, and interest in that Feedback.

2.5 No Implied Licenses or Transfers. Nothing in the Agreement will, or will be deemed or construed to, assign, transfer or convey to or vest in Customer any title, rights or interest in or to any IP, including in or to the Faronics Property or Deliverables, other than the limited rights specifically and expressly licensed under Sections 2.1 (Ownership) and 2.3 (Faronics Property). Faronics reserves all rights not expressly granted to Customer hereunder.

3. Payment Terms.

3.1 Payment. In consideration of the performance of such Services by Faronics, Customer will pay to Faronics the Fees for Services ordered under applicable Work Orders. Faronics will invoice Customer for the Fees, and Customer will pay all invoiced amounts by the Payment Due Date, or by a date otherwise agreed on by both parties in the applicable Work Order. All payments are due in the currency of the country or region in which the Services are being performed unless otherwise specified in a Work Order. Except as provided for in the Agreement, Fees for Services are non-refundable. Faronics reserves the right to adjust Fees in connection with any changes to a Work Order. Unless Customer provides written notice of an issue or complaint with respect to an invoice within 5 days of the date that Faronics invoices Customer, Customer is deemed to have accepted said invoice and shall pay Faronics all invoiced amounts according to this Section 3.1.

3.2 Taxes. The Services are exclusive of, and Customer is solely responsible to pay or reimburse Faronics for all applicable duties and taxes imposed or due in connection with the Fees, including sales tax, goods and services tax, use, withholding or excise tax and all other like or similar taxes applicable to the provision of the Services.

3.3 Overdue Payments. 3.3 If Customer has failed to pay any Fees or other amounts by the Payment Due Date, Faronics may: (a) charge interest on overdue amounts at 1.5% per month or 19.56% per annum (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full; (b) suspend the Services; and/or (c) terminate the applicable Work Order. Customer will pay all Faronics reasonably incurred costs of collection (including legal fees) except where such payments are due to Faronics’ billing inaccuracies. Payment will be made without any right of set-off or deduction.

3.4 Expenses. Customer will reimburse expenses as specified in the applicable Work Order.

3.5 Ramp-Down and Start-Up Costs. 3.5 Unless otherwise set forth in a Work Order, if Customer stops or postpones the provision of Services set forth in a Work Order, Customer will pay for any ramp-down costs associated with removing resources to temporarily cease provision of Services, and start-up costs associated with re-activating resources to resume the provision of Services, all as such costs are determined by Faronics.

4. Warranties and Remedies.

4.1 Mutual Warranty. Each party represents and warrants that it has full power and authority to enter into the Agreement.

4.2 Faronics Warranty. Faronics will perform the Services using reasonable care and skill and in a workmanlike manner, in accordance with practices used by other service providers performing services similar to the Services. Faronics will use Personnel with the requisite skills, experience, and qualifications to perform the Services. Any claim that Faronics has breached this warranty must be made within 30 days after Faronics has provided the Services. Unless Customer provides written notice of an issue or complaint with respect to a particular Service or Deliverable within 30 days of the date that Faronics provides such Service or Deliverable, Customer is deemed to have accepted said Service or Deliverable.

4.3 Customer Warranty. Customer represents and warrants to Faronics that: (a) it is the owner or lawful custodian of the Customer Indemnified Materials, Customer Information and/or Customer Systems and has the full right and authority and all necessary consents to provide Faronics with access to and use of the Customer Indemnified Materials, Customer Information and/or Customer Systems, as contemplated herein, for the purposes of the Agreement; (b) the provision of the Customer Indemnified Materials, Customer Information and/or Customer Systems to Faronics for the purposes of the Agreement is in compliance with all applicable laws and agreements with third parties; and (c) all information provided by Customer to Faronics is correct in all material respects.

4.4 Remedies. Faronics’ entire Liability and Customer's sole remedy for Faronics’ failure to provide Services that conform with Section 4.2 (Faronics Warranty) will be for Faronics to, at its option: (a) use commercially reasonable efforts to re-provide the Services; or (b) terminate the Work Order and refund any applicable Fees received for the nonconforming Services.

4.5 No Other Warranties/Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FARONICS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUALITY, NONINFRINGEMENT OR TIMELINESS, OR THAT THE SERVICES WILL BE ERROR-FREE OR THAT THERE WILL BE UNINTERRUPTED USE OF THE SERVICES. WITHOUT LIMITATION TO THE FOREGOING, ALTHOUGH THE SERVICES MAY INCLUDE INSTALLATION AND CONFIGURATION OF FARONICS PRODUCTS ON YOUR DEVICES, YOU AGREE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE MAINTENANCE, CONTROL, OPERATION AND SECURITY OF YOUR NETWORK SYSTEMS, INCLUDING THE RESPONSIBILITY OF MONITORING AND MAINTAINING ANY SOFTWARE ON YOUR DEVICES TO ENSURE THAT IT AND THEY CONTINUE TO FUNCTION PROPERLY. YOU ALSO ACKNOWLEDGE THAT THE INTERNET IS NOT IN ITSELF A SECURE MEDIUM, MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO INTERRUPTION OR DISRUPTION AND MAY BE SUBJECT TO INADVERTENT OR DELIBERATE BREACHES OF YOUR SECURITY. CUSTOMER ACKNOWLEDGES THAT EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, FARONICS IS PROVIDING THE SERVICES AND ANY DELIVERABLES ON AN “AS IS, WHERE IS” BASIS. CUSTOMER ACKNOWLEDGES THAT IT IS RECEIVING THE SERVICES AT ITS OWN RISK AND THAT IT HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, CONDITION OR PROMISE MADE BY FARONICS OR ITS AFFILIATES OR THEIR RESPECTIVE PERSONNEL WHICH IS NOT EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS.

5. Confidentiality.

5.1 Confidentiality Obligations. Each party agrees: (a) not to use any Confidential Information of the other party for any purpose except in the performance of its obligations under the Agreement or as otherwise expressly permitted hereunder; (b) to disclose Confidential Information of the other party only to its officers, directors, employees and permitted third party subcontractors who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than that set forth herein; (c) to protect the Confidential Information of the other party from unauthorized use, access, theft or disclosure in the same manner that it protects its own similar Confidential Information, but in no event with less care than reasonable care.

5.2 Exceptions. The restrictions in Section 5.1 will not apply with respect to any information which: (a) was or becomes generally known or publicly available through no act or failure to act on the part of the Receiving Party; (b) is known by the Receiving Party without restrictions on disclosure at the time of receiving such information as evidenced by its records; (c) is rightfully furnished to the Receiving Party without restrictions on disclosure by a third party without a breach of such third party’s obligations of confidentiality; (d) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party: (i) gives the Disclosing Party prompt written notice of such requirement prior to such disclosure, (ii) provides assistance in obtaining an order protecting Confidential Information from disclosure, and (iii) discloses information only to the extent required by law and take reasonable steps to remove from the Confidential Information that is required to be disclosed, any information that a reasonable person would conclude is commercially sensitive to the other party.

5.3 Ownership. Except as otherwise expressly set forth in these Terms and Conditions, all Confidential Information will remain the exclusive property of the Disclosing Party and its Affiliates, subcontractors, agents, or employees that disclosed it.

5.4 Marketing and Publicity. Faronics may orally state that Customer is a Faronics customer and may include Customer's name or Customer trade names, trademarks, logos, domain names, and other distinctive brand features in a list of Faronics customers in Faronics’ promotional materials.

6. Term; Termination.

6.1 Term. The term of the Agreement will commence on the Effective Date and will continue until the expiration or termination of all Work Orders under these Terms and Conditions, unless earlier terminated in accordance with the Agreement. The term of these Terms and Conditions may be extended through executing additional Work Orders, though some terms, including pricing, are subject to change by Faronics at its discretion. Faronics will commence the provision of Services pursuant to a particular Work Order on the date specified in such Work Order, and Services will continue until completed or earlier terminated in accordance with the terms of the Agreement.

6.2 Termination.

• (2.a) Termination of a Work Order. Either party may terminate any Work Order if: (i) immediately on written notice the other party has breached any material provision of these Terms and Conditions or a Work Order, and such breach continues un-remedied for a period of thirty (30) days after written notice thereof; (ii) immediately on written notice the other party becomes the subject of bankruptcy, insolvency, reorganization, receivership or other similar proceedings; or (iii) to the extent expressly provided for in a particular Work Order. In addition, Faronics may at any time terminate a Work Order in whole or in part for convenience upon thirty (30) calendar days’ written notice to Customer. The termination or expiration of one Work Order will not affect other Work Orders.
• (2.b) Termination of these Terms and Conditions. Either party may terminate these Terms and Conditions if: (i) the other party has breached any material provision of these Terms and Conditions, including any failure to pay any Fees when due, and such breach continues un-remedied for a period of thirty (30) days after written notice thereof; (ii) immediately on written notice if (a) the other party becomes the subject of bankruptcy, insolvency, reorganization, receivership or other similar proceedings; or (iii) immediately on written notice an applicable law or government order prohibits the provision of the Services. If these Terms and Conditions terminate, then unless otherwise agreed in writing between the parties, all Work Orders also terminate.

6.3 Effect of Termination. Upon termination of these Terms and Conditions or any individual Work Order: (a) Faronics will cease work on the Services applicable to such Work Order(s); (b) Customer will pay Faronics in full for all Services under terminated Work Order(s) within thirty (30) days of the effective date of termination; and (c) the Receiving Party will return to the Disclosing Party all Confidential Information delivered or disclosed to the Receiving Party, together with all copies at any time made by the Receiving Party. In the event of termination for convenience by Faronics pursuant to Section 6.2(a), Faronics will provide to Customer a pro-rated refund of any Fees paid for Services not yet provided. Each party’s obligations under this Section 6.3 survive termination of any part of the Agreement.

7. Indemnification.

7.1 Customer Indemnification Obligations. Customer agrees to indemnify, hold harmless, and, upon Faronics’ request, defend Faronics and its Affiliates and service providers, and their respective directors, officers, employees, shareholders and agents from and against all third party claims, actions and demands, and all resulting liabilities, damages and losses of any type, expenses (including reasonable legal fees), settlements, or judgments suffered or incurred by such parties and that result from or arise out: (a) Faronics’ access to and use of any Customer Information (including as a result of Customer's failure to comply with applicable laws, including any applicable data protection laws), Customer Systems and Customer Indemnified Materials in the performance of its obligations or otherwise contemplated hereunder or in a Work Order; (b) access or use of the Deliverables by Customer (but exclusive of any claim or action to the extent directly and solely attributable to Faronics); (c) breach of the Agreement by Customer; and (d) gross negligence or wilful misconduct of Customer or any of its Personnel. The foregoing indemnity will survive any termination or expiration of any part of the Agreement.

7.2 Remedies. If Faronics reasonably believes the Services or Deliverables may infringe a third party's Intellectual Property Rights, then Faronics may, at its sole option and expense: (i) procure the right for Customer to continue using the Services or Deliverables; (ii) modify the Services or Deliverables to make them non-infringing without materially reducing their functionality; (iii) replace the Services or Deliverables with a non-infringing, functionally equivalent alternative; or (iv) terminate the impacted Services and Customer's use of the impacted Deliverables and provide a pro-rated refund of any Fees paid for such Services.

7.3 Sole Rights and Obligations. Without affecting either party's termination rights, this Section 7 (Indemnification) states the parties' sole and exclusive remedy under the Agreement for any third party allegations of Intellectual Property Rights infringement covered by this Section 7 (Indemnification).

8. LIMITATIONS OF Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) FARONICS WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF OR DAMAGE TO CUSTOMER INFORMATION OR CUSTOMER SYSTEMS, LOST PROFITS OR ANTICIPATED SAVINGS OR BUSINESS INTERRUPTION OR FAILURE TO ACHIEVE EXPECTED RESULTS) OF ANY KIND OR NATURE WHATSOEVER SUFFERED BY CUSTOMER OR ANY THIRD PARTY HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR FARONICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) FARONICS’ TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO the fees actually paid by Customer IN THE 12 MONTH PERIOD PRECEEDING THE EVENT GIVING RISE TO THE CLAIM

9. Non-Solicitation.

Customer acknowledges that, in performing Services, Faronics will be providing Customer with access to its Personnel for a period of time, and that each member of Faronics’ Personnel is a valuable resource to Faronics. Accordingly, Customer agrees not to employ or solicit employment of any of Faronics’ Personnel without Faronics’ prior written consent, unless the individual in question has ceased to be Faronics Personnel through no act of Customer for a period of at least 90 days.

10. Miscellaneous.

10.1 Notices. All notices or approvals required or permitted under the Agreement will be in writing and delivered by email transmission, overnight delivery service, or certified mail. Notice sent by email will be deemed given on the date such notice is transmitted. In all other cases, notice will be deemed given upon receipt. All notices or approvals will be sent: (i) to Customer at the address of at least one of the Customer Contacts as set out in Section 4 of the applicable Work Order; and (ii) to Faronics at the address of the applicable Solutions Specialist Manager set out in Section Error: Reference source not found of the applicable Work Order.

10.2 Assignment. Customer may not assign any part of the Agreement without the written consent of Faronics.

10.3 Survival. The following Sections of these Terms and Conditions will survive expiration or termination of these Terms and Conditions: 2 (Deliverables and Intellectual Property), 3 (Payment Terms), 4 (Warranties and Remedies), 5 (Confidentiality), 6.3 (Effects of Termination), 7 (Indemnification), 8 (Limitations of Liability), 9 (Non-Solicitation), 10 (Miscellaneous), and 11 (Definitions).

10.4 Change of Control. If Customer experiences a change of Control: (a) Customer will give written notice to Faronics within 30 days after the change of Control; and (b) Faronics may immediately terminate the Agreement any time within 30 days after it receives that written notice.

10.5 Force Majeure. Neither party will be liable for delays in or for failures to perform hereunder due to causes beyond its reasonable control, including acts of God, acts or omissions of the other party or a third party, third party product or service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power, surges or outages, epidemics, flood, earthquakes, riot, or war. Each party will use commercially reasonable efforts to provide the other party with notice of any such events.

10.6 No Agency. In providing any Service and/or Deliverable, Faronics is acting as an independent contractor. The Agreement or the obligations herein do not create any agency, partnership, or joint venture between the parties.

10.7 No Waiver. No delay or omission by a party to exercise any right or power it has under the Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, will impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

10.8 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of the Agreement, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision of the Agreement will be valid and enforceable to the extent granted by law.

10.9 No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does.

10.10 Equitable Relief. Nothing in the Agreement will, or will be construed to, delay, limit or preclude a party from seeking, on notice or ex parte, equitable relief from a court of competent jurisdiction at any time.

10.11 Governing Law. The Agreement will be exclusively governed by, construed and interpreted in accordance with the laws of the Province of British Columbia, Canada. The parties hereto irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of British Columbia in respect of all matters and disputes arising hereunder.

10.12 Amendments. No changes will be made to the terms of the Agreement except by a written amendment signed by Customer and Faronics.

10.13 Entire Agreement.. The Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of the Agreement. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in the Agreement. Nothing in the Agreement grants any right for Customer to use materials, products or services that are made available to Faronics customers under a separate license or agreement.

10.14 Conflicting Terms. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order: these Terms and Conditions, and the applicable Work Order (unless the conflicting term in the Work Order is specifically identified as superseding the related term of these Terms and Conditions, in which case the conflicting term set out in the Work Order will govern). For greater certainty, any standard terms pre-printed on or referenced in any purchase order will be of no force and effect and will be superseded and replaced by the terms of the Agreement.

10.15 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.

11. Definitions.

In the Agreement:
10.14 Conflicting Terms. "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

"Background IP" means all Intellectual Property owned or licensed by a party: (a) before the Effective Date; or (b) independent of the Services.

"Business Day" means any day, other than a Saturday, Sunday or statutory or civic holiday in British Columbia.

"Confidential Information" means any information, data and materials (regardless of form) disclosed, made available or otherwise provided by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder and under any Work Order that: (a) is marked as confidential or proprietary or in a similar fashion at the time of disclosure, or if disclosed orally, is stated to be confidential at the time of disclosure; or (b) that the Receiving Party could reasonably conclude to be confidential to the Disclosing Party. Faronics Confidential Information includes any Faronics Property disclosed to Customer, all Faronics pricing information, and all Deliverables, including but not limited to utilities, scripts, workarounds and bug fixes.

"Control" means control of greater than 50% of the voting rights or equity interests of a party.

"Customer Indemnified Materials" means: Customer Background IP, and any other information, materials, or technology provided to Faronics by Customer in connection with the Services (in each case, excluding any open source software). Customer Indemnified Materials do not include Faronics Property or Deliverables.

"Customer Information" means all materials, data, information, text, graphics, requirements and documents (regardless of form or format) supplied or provided by, or otherwise made available to Faronics by Customer in connection with Faronics’ performance of the Agreement.

"Customer Systems" means all hardware, software, systems, other equipment, technology, intellectual property and similar items accessed by or used by Faronics or otherwise made available to Faronics by Customer in connection with Faronics’ performance of the Agreement.

"Deliverables" means work product created specifically for Customer by Faronics Personnel as part of the Services and specified as Deliverables as part of a Work Order.

"Effective Date" means the date that Faronics invoices Customer for the provision of Services or the date that Faronics starts to provide the applicable Services, whichever is earlier.

"Expiry Date" means the date when Faronics ceases the providing or performing one or more Services, as specified in Section 1 of a Work Order.

"Fees" means the applicable fees for the Services as specified in a Work Order, including any reimbursable expenses (if applicable).

"Faronics Indemnified Materials" means: Deliverables and Faronics Property (in each case, excluding any open source software). Faronics Indemnified Materials do not include Customer Background IP.

"Faronics Property" means: (a) Faronics Background IP; (b) all Intellectual Property and know-how applicable to Faronics products and services; and (c) tools, code, algorithms, modules, materials, documentation, reports and technology developed in connection with the Services, including derivatives of and improvements to Faronics’ Background IP. Faronics Property does not include Customer Background IP or Customer Confidential Information.

"Including" or "including" means including but not limited to.

"Intellectual Property" or "IP" means anything protectable by an Intellectual Property Right.

"Intellectual Property Right(s)" means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

"Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

"Payment Due Date" means 30 days from the invoice date.

"Personal Information" means information about an identifiable individual and includes employee personal information but does not include: (a) contact information; or (b)work product information, or as otherwise defined in the Personal Information Protection Act, SBC 2003, c 63 as amended from time to time.

"Personnel" means a party's and its Affiliates' respective directors, officers, employees, agents, and subcontractors.

"Start Date" means the date when Faronics will begin providing or performing one or more Services, as specified in Section Error: Reference source not found of a Work Order.

"Tax(es)" means all government-imposed taxes, except for taxes based on Faronics’ net income, net worth, asset value, property value, or employment.

"Work Order" means a work order provided by Faronics to you, describing the Services that Faronics will provide to you, as may be agreed upon between the parties hereto in writing from time to time, all subject to and in accordance with the terms and conditions of the Agreement.