Thanks for using our Services. The Services are provided by GC Council (referred to herein as “GCC” or “Provider”). You, the user of the Services, will be referred to herein as the “Customer.”
By using the Services, you are agreeing to these terms and conditions and to be bound by them. Please read them carefully. GCC’s Services are diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with GC Council if you use those Services.
“Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Authorized User” means Customer’s employees, consultants, contractors, agents, and customers or clients (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.
“Confidential Information” has the meaning set forth in Section 6.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
“Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), networks, and Internet connectivity, whether operated directly by Customer or through the use of third-party services.
“Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services, provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services.
“Feedback” has the meaning set forth in Section 7(c).
“Fees” has the meaning set forth in Section 5(a).
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Initial Term” has the meaning set forth in Section 11(a).
“Losses” has the meaning set forth in Section 9(a)(i).
“Notice” has the meaning set forth in Section 13(c).
“Provider IP” means the Services, the Documentation, and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
“Provider Materials” means the Services, specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.
“Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.
“Renewal Term” has the meaning set forth in Section 11(a).
“Service Suspension” has the meaning set forth in Section 2(f).
“Services” means the software-as-a-service offerings offered by GC Council and purchased by Customer.
“GC Council Account” means the Customer’s individual user account, as provided to it by Provider.
“Term” has the meaning set forth in Section 11(a).
“Third-Party Claim” has the meaning set forth in Section 9(a)(i).
“Third-Party Products” means any third-party products provided with or incorporated into the Services. This includes third-party products incorporated via integration.
(a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 13(j)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number set forth in the plan purchased by Customer, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
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