Visiting Media – Membership Terms & Conditions
VISITING MEDIA LLC
TERMS OF SERVICE AGREEMENT
This Visiting Media LLC Terms of Service Agreement (this “Agreement”) is entered into as of the date completed and between Visiting Media LLC, an Oregon limited liability company (“Visiting Media”), and the undersigned organization agreeing to the terms and conditions contained herein (“Customer”) (each, a “Party”, and together, the “Parties”).
This Agreement governs access to and use of Visiting Media’s TrueTour® virtual brochure and related services, which may include associated media, printed materials and “online” or electronic documentation, by Customer. By accessing, installing (if applicable), copying, or otherwise using the Services pursuant to an Order Form, a form of which is attached hereto as Exhibit B, Customer agrees to be bound by the terms and conditions set forth in this Agreement.
1. Definitions. Capitalized terms used in, but not defined in the body of, this Agreement have the meanings set forth in Exhibit A. Capitalized terms defined in the body of this Agreement have the meanings so given them. Each reference in this Agreement to a definition is a reference to a definition contained in this Agreement, unless the context expressly provides.
2.1. Provision. This Agreement governs access to, and use of, the Services and Software. Customer may access and use the Services in accordance with this Agreement.
2.2. Security Measures. Visiting Media will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data.
2.3. Modifications. Visiting Media may update the Services from time to time. If Visiting Media changes the Services in a manner that materially reduces their functionality, Visiting Media will notify Customer at the email address associate with the account, and Customer may provide notice within thirty days of the change to terminate the Agreement before the renewal term. This termination right will not apply to updates made to features provided on a beta or evaluation basis.
(a) Generally. The Services allow Customer and End Users to use and download Software that may update automatically. If any component of the Software is offered under an open source license, Visiting Media will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of this Agreement with respect to that component of the Software.
(b) License. Visiting Media hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable (subject to Section 13.8), irrevocable (except as set forth in Section 8), non-sublicensable, non-assignable, and will be fully paid up upon Customer’s payment of the Fees.
2.5. Customer Domains. Prior to providing the Services, Visiting Media may require Customer to verify that Customer owns or controls the Customer Domains. If Customer does not own or control the Customer Domains, then Visiting Media will have no obligation to provide Customer with the Services.
3. Customer Obligations.
3.1. Customer Administration of the Services. Customer may specify End Users as Administrators through the Admin Console. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts. Visiting Media’s responsibilities do not extend to the internal management or administration of the Services for Customer.
3.2. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 18. Customer will ensure that it does not allow any person under 18 to use the Services. Customer will promptly notify Visiting Media of any unauthorized use of or access to the Services.
3.3. Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; or (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws.
3.4. Compliance. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer is responsible for use of the Services by its End Users who are employees or contractors. Customer will comply with laws and regulations applicable to Customer’s use of the Services, if any. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow Visiting Media to provide the Services.
3.5. Third-Party Apps and Integrations. If Customer uses any third-party service or applications in connection with the Services: (a) Visiting Media will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of Customer Data; and (b) Visiting Media does not warrant or support any service provided by the third-party.
3.6. Third-Party Requests.
(a) Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact Visiting Media only if it cannot obtain such information despite diligent efforts.
(b) Visiting Media Responsibility. Visiting Media will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of Visiting Media’s receipt of a Third-Party Request; (ii) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to obtain the information. If Customer fails to promptly respond to any Third-Party Request, then Visiting Media may, but will not be obligated to do so.
4.1. Fees. Customer will pay Visiting Media all applicable Fees for the Services in U.S. Dollars as set forth in the Order Form. Customer authorizes Visiting Media to charge Customer for all applicable Fees using Customer’s selected payment method. Fees are non-refundable.
4.2. Payment. Customer will pay Visiting Media in accordance with the payment interval set forth in the Order Form or as invoiced by Visiting Media if no payment schedule is set forth in the Order Form. Visiting Media may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to Visiting Media.
4.3. Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. Visiting Media will charge Taxes when required to do so. If Customer provides Visiting Media with a valid exemption certificate, Visiting Media will not collect the taxes covered by that certificate.
4.4. Auto-renewals and Trials. IF THE CUSTOMER’S ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD, VISITING MEDIA MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES VISITING MEDIA THAT THE CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL IN ACCORDANCE WITH THE TIME PERIOD SET FORTH ON THE ORDER FORM. Visiting Media may revise Service rates by providing the Customer at least thirty days’ notice prior to the next charge for the duration of the auto-renewal period.
4.5. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
5.1. End User Accounts by Visiting Media. If an End User: (a) violates this Agreement or uses the Services in a manner to avoid payment to Visiting Media; or (b) uses the Services in a manner that Visiting Media reasonably believes will cause it liability, then Visiting Media may suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Visiting Media may do so.
5.2. Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then Visiting Media may automatically suspend use of the Services. Visiting Media will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
6. Intellectual Property Rights.
6.1. Reservation of Rights. Visiting Media owns or is an authorized licensee for all intellectual property used for purposes of providing the Software and Services under this Agreement, whether developed prior to the commencement of this Agreement or anytime thereafter (“Visiting Media Properties”). All right, title and interest (including, without limitation, all copyright, patent, trade secret, trademark and other intellectual property rights) in and to the Visiting Media Properties and any corrections, updates, adaptations, enhancements or copies of the foregoing shall remain or vest exclusively with Visiting Media. Customer here by grants to Visiting Media a non-exclusive, worldwide license to copy, transmit, modify and use Customer Data for purposes of providing the Services, improving the quality of its Services and Software and improving Customer’s customer experience.
6.2. Customer Data Protection. Visiting Media will use commercially reasonable efforts comply with all applicable laws and regulations in connection with its processing and storage of Customer Data. Visiting Media will implement and maintain security procedures and measures designed to preserve the security and confidentiality of Customer Data processed or stored by it and will use commercially reasonable efforts to protect Customer Data against unauthorized or unlawful disclosure, access or processing, accidental loss, destruction, or damage.
6.3. Suggestions. Visiting Media may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send Visiting Media or post in Visiting Media’s forums without any obligation to Customer. Any ideas, feedback, suggestions, corrections, alterations, improvements, requests, questions or comments, results of any tests, including any enhancement, improvements or new features to the same (“Feedback”) will be the property of Visiting Media. Customer hereby assigns and agrees to assign to Visiting Media all right, title and interest worldwide in and to the Feedback both during and after the Term and agrees to assist Visiting Media in securing and perfecting such rights if applicable.
7.1. Agreement Term. This Agreement will remain in effect for the Term.
7.2. Services Term. Visiting Media will provide the Services to Customer for the Services Term. Unless the Parties agree otherwise in writing, the Services Term of the Agreement shall automatically renew for a period of twenty four (24) months commencing on the date of availability to access the non-beta version of the Service by Visiting Media (each a “Renewal Term”). The Customer must notify Visiting Media no less than ninety (90) days from the end of the Term of the Agreement, should the elect to opt out of the automatic renewal.
8.1. Generally. Either Party may terminate this Agreement, including all Order Forms, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.
8.2. Effects of Termination. If this Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by Visiting Media to Customer will cease immediately; (b) Visiting Media may, at Customer’s request, provide Customer access to its account at then-current fees so that Customer may export its Customer Data; and (c) after a commercially reasonable period of time, Visiting Media may delete any Customer Data relating to Customer’s account. The following sections will survive expiration or termination of this Agreement: 3.6 (Third Party Requests), 4 (Payment), 5 (Intellectual Property Rights), 8.2 (Effects of Termination), 9 (Indemnification), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Disputes), and 13 (Miscellaneous).
9.1. By Customer. Customer will indemnify, defend, and hold harmless Visiting Media from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Visiting Media and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; (c) End Users; or (d) any other action by Customer that relates to or arises from a violation of law or regulation in relation to this Agreement.
9.2. By Visiting Media. Visiting Media will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Customer to the extent based on an allegation that Visiting Media’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Visiting Media have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by Visiting Media; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
9.3. Possible Infringement. If Visiting Media believes the Services or Software infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then Visiting Media may: (a) obtain the right for Customer, at Visiting Media’s expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If Visiting Media does not believe the options described in this section are commercially reasonable, then Visiting Media may suspend or terminate Customer’s use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
9.4. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE VISITING MEDIA AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
10.1. Generally. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, AND VISITING MEDIA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT IT IS A LEGAL ENTITY WITH SUFFICIENT RESOURCES TO RETAIN COUNSEL, THAT COUNSEL HAS REVIEWED THESE TERMS OF SERVICE AND WAIVES ANY CLAIM UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.
10.2. Beta Services. Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the non-Beta Services; and (d) VISITING MEDIA WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES – USE AT YOUR OWN RISK.
11. Limitation of Liability.
11.1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR VISITING MEDIA OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR VISITING MEDIA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, VISITING MEDIA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY CUSTOMER TO VISITING MEDIA HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
12.1. Informal Resolution. Before filing a claim, each Party agrees to try to resolve he dispute by contacting the other Party through the notice procedures in Section 13.7. If a dispute is not resolved within thirty days of notice, Customer or Visiting Media may bring a formal proceeding.
12.2. Arbitration. Customer and Visiting Media agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Portland, Oregon, or any other location both Parties agree to in writing.
12.3. Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of Multnomah County, Oregon, solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Visiting Media consent to venue and personal jurisdiction there.
12.4. NO CLASS ACTIONS. Customer may only resolve disputes with Visiting Media on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
13.1. Terms Modification. Visiting Media may revise this Agreement from time to time and the most current version will always be posted on the Visiting Media Business website. If a revision, in Visiting Media’s sole discretion, is material, Visiting Media will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Visiting Media’s blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.
13.2. Entire Agreement. This Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire Agreement between the Parties related to this subject matter. All attachments to the Agreement, Customer invoices, and Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.
13.3. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Order Form, the Agreement. The terms and conditions of this Agreement will be considered the confidential information of Visiting Media, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.
13.4. Governing Law. THE AGREEMENT WILL BE GOVERNED BY OREGON LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. The prevailing Party in any action to enforce this Agreement shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees.
13.5. Severability. Unenforceable provisions will be modified to reflect the Parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
13.6. Publicity. Visiting Media may publicly identify Customer as a customer and use Customer’s logo on Visiting Media’s corporate website, in sales materials, and in print media in accordance with Customer’s usage guidelines, all for the limited purpose of recognizing Customer as a Visiting Media customer. In addition, Customer agrees to review and approve a press release from Visiting Media upon execution of this Agreement in a timely manner. Customer will also support reasonable and periodic requests from Visiting Media to respond to inquiries from prospective Visiting Media customers and other marketing opportunities. Visiting Media agrees to coordinate and reasonably limit any such requests.
13.7. Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices shall be sent to the receiving Party at the notice information contained in the signature line of this Agreement.
13.8. Waiver. A waiver of any default is not a waiver of any subsequent default.
13.9. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Visiting Media. Visiting Media may not assign this Agreement without providing notice to Customer, except Visiting Media may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
13.10. No Agency. Visiting Media and Customer are not legal partners or agents, but are independent contractors.
13.11. Subcontracting. Visiting Media will remain liable for all acts or omissions of its Subcontractors, and for any subcontracted obligations.
13.12. Force Majeure. Except for payment obligations, neither Visiting Media nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
13.13. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
I HAVE READ ALL OF THIS AGREEMENT AND UNDERSTAND IT COMPLETELY, AND BY MY SIGNATURE BELOW REPRESENT THAT THIS AGREEMENT IS THE ONLY STATEMENT MADE BY OR ON BEHALF OF THE COMPANY UPON WHICH I HAVE RELIED IN SIGNING THIS AGREEMENT.
PO Box 916
Carlton, Oregon 97111
United States of America
Carlton, Oregon 97111
United States of America
“Acceptable Use Policy” means you agree not to use the Service to collect, upload, transmit, display, or distribute any content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
“Account Data” means the account and contact information submitted to the Services by Customer or End Users.
“Administrator” means the Customer-designated technical End User who administers the Services to End Users on Customer’s behalf. Administrators may be able to access, disclose, restrict or remove Customer Data in or from End User Accounts. Administrators may also have the ability to monitor, restrict, or terminate access to End User Accounts.
“Admin Account” means the administrative account provided to Customer by Visiting Media for the purpose of administering the Services.
“Admin Console” means the online tool provided by Visiting Media to Customer for use in administering the Services.
“Affiliate” means any entity that controls, is controlled by or is under common control with a Party, where “control” means the ability to direct the management and policies of an entity.
“Beta Services” means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings as defined in the Order Form.
“Customer Contact” means a response by an interested or potential consumer of Customer whether though phone, email, text, in-person presentation or other electronic means.
“Customer Data” means Stored Data, Account Data, and messages, comments, structured data, photos, and other content submitted to the Services by Customer or End Users.
“Customer Domains” means Customer’s Internet domain names.
“Effective Date” means the date this Agreement is accepted by Customer in the Order Form.
“End Users” means users of Customer’s Services account. End Users may include Customer’s and its Affiliate’s employees, consultants and purchasers or lessors of Customer.
“End User Account” means a Visiting Media hosted account established by Customer through the Services for an End User.
“Excluded Features” means services or non-Beta features incorporated in the Services as of the Effective Date will not be transitioned to the Excluded Features list during the Term.
“Export Control Laws” means all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.
“Fees” means the amounts invoiced to Customer by Visiting Media for the Services.
“Initial Services Term” means the term for the applicable Services beginning on the Provisioning Date and continuing for thirty-six (36) months.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
“Order Form” means the ordering document, or ordering page, for the Services.
“Provisioning Date” is the date upon which Visiting Media makes the Services available.
“Renewal Term” means, unless otherwise agreed to in writing by the Parties, the twenty four-month renewal term following either the Services Initial Term, or a previous Renewal Term.
“Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.
“Services” means the services ordered by Customer and provided by Visiting Media to Customer, which are set forth in the Order Form.
“Services Term” means the Initial Services Term and all Renewal Terms for the applicable Services set forth in the Order Form.
“Software” means the client software provided as part of the Services.
“Stored Data” means the files uploaded by Customer or End Users.
“Subcontractor” means an entity to whom Visiting Media subcontracts any of its obligations.
“Taxes” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on Visiting Media’s net income, associated with the Services or Software, including any related penalties or interest.
“Term” means the term of the Agreement, beginning on the Effective Date and lasting until the earlier of: (i) expiration of the Services Term; or (ii) termination as set forth in the Order Form.
“Third-Party Request” means a request from a third-party for records relating to an End User’s use of the Services including information in or from an End User Account, or from Customer’s Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users, or an End User’s authorized representative, permitting a disclosure.