The order form or other ordering document, including a registration webpage, which includes confirmation of Customer’s (defined below) subscription and fees for use of Ecuity Edge Online and any associated Ecuity Edge software products (“Order Form”) and these Terms of Service form a legally binding agreement between Customer and Ecuity Edge Software Corporation (“Ecuity Edge”) and governs Customer’s use of Ecuity Edge Online and any associated Ecuity Edge software.  The Ecuity Edge Online service in combination with associated Ecuity Edge software products (including all updates, revisions, enhancements or releases thereof) are collectively referred to as “Ecuity Edge Products” herein.
The term “Agreement” means these Terms of Service and the Order Form, including any schedules, exhibits or appendices thereto, whether attached or incorporated by reference. The term “Customer” means the business or other legal entity named on the Order Form.  This Agreement controls over any click-through agreement contained in any Ecuity Edge Product.
Article 1 – Service Subscriptions
1.1 Use of Ecuity Edge Products is licensed, not sold.  Subject to compliance with this Agreement, Ecuity Edge grants Customer, a nontransferable (except for assignment of this Agreement under Section 10), nonexclusive right to access and use those Ecuity Edge Products Ecuity Edge on the Order Form, solely for the duration of the Subscription Term (including any permitted renewals) and solely for Customer’s internal business purposes.  Ecuity Edge Online may only be used online at the applicable URL (the “Web Site”) and Ecuity Edge Products may only be used within the scope of any usage parameters or limits Ecuity Edge in the Order Form and only by employees and agents of, and contractors of, Customer who are authorized by Customer to access and use the Ecuity Edge Products solely for the benefit of Customer (“Authorized Users”).
1.2 Each Authorized User must have a unique user ID and password combination (“User Account”) for using Ecuity Edge Online.  Multiple individuals shall not share a User Account.  New User Accounts may be set up for new Authorized Users in replacement of User Accounts that have been de-activated for individuals who have terminated employment with Customer or otherwise changed job status or function and no longer require use of Ecuity Edge Online.  Customer shall be responsible for the acts and omissions of its Authorized Users as if they were the acts and omissions of Customer.
1.3 Except for the limited licenses granted herein, Ecuity Edge and its third party licensors retain all right, title and interest in: i) all Ecuity Edge Products and all patent, copyright, trademark and other intellectual property rights embodied therein (including all software text, graphics, images, audio and visual information, online tutorials, documents, specifications, and materials made available to Customer); and ii) any improvements, updates, revisions, design contributions or derivative works thereto conceived or created by either party.
1.4 Customer shall not, and shall ensure that its Authorized Users do not: (a) license, sell, lease, rent, outsource, host, use as a service bureau (e.g. perform data migration or data integration work as a billable service) or otherwise make available any Ecuity Edge Product, or any part thereof, to third parties, other than Authorized Users (unless Customer has purchased a license specifically allowing the Ecuity Edge Product to be used for third parties); (b) remove or alter any copyright, trademark or other proprietary notices or legends contained in any Ecuity Edge Product; (c) disassemble, decompile, or reverse engineer any Ecuity Edge Product; (d) interfere with or disrupt, or disobey any requirements, procedures, policies or regulations associated with, Ecuity Edge Online or any systems used to host or provide Ecuity Edge Online; (e) circumvent the user authentication or security of Ecuity Edge Online or any host, network, or account related thereto; (f) make any use of any Ecuity Edge Product in violation of any law or regulation, including United States export control laws and associated regulations; (g) access or copy any Ecuity Edge Product in order to build a similar or competitive product or service; or (h) copy, sell, redistribute, or otherwise transfer any Ecuity Edge Product, Customer’s access thereto, or any materials provided to Customer in connection with Ecuity Edge Products.  Customer shall promptly notify Ecuity Edge of any known or suspected breach of security or use of Ecuity Edge Product in breach of this Agreement or breach of security (including unauthorized use of User Accounts).
1.5 Additional Services: Any additional services that Ecuity Edge will provide in support of Customer’s use of the Ecuity Edge Products shall be outlined in a Schedule #1 to this Agreement.
Article 2 –Service Levels, Product Changes
2.1 Ecuity Edge will use commercially reasonable efforts to provide Ecuity Edge Online in accordance with the service levels (“Service Level Agreement”).  The provisions of this Section do not apply to any free version of any Ecuity Edge Product made available to Customer for test, evaluation, or other purposes (“Free Products”).  Customer agrees that: (i) Ecuity Edge has no obligation to provide any particular service level or support services for Free Products; and (ii) Ecuity Edge may cease providing any on-line service portion of any Free Products at any time without notice.  This Section supersedes any conflicting term of this Agreement.
2.2 Ecuity Edge may change or modify any Ecuity Edge Product at any time.  Ecuity Edge will provide at least thirty (30) days advance notice if the change or modification: (i) is not within industrial standards and/or customary in the industry; and (ii) does not extend and/or enhance the functionalities or architecture of the applicable Ecuity Edge Product.  In the event of any such change, Customer may terminate the Subscription Term by providing notice to Ecuity Edge within such thirty (30) day period and receive a refund of a prorated portion of the Subscription Fee paid to Ecuity Edge that is applicable to the portion of the Subscription Term following termination.
Article 3 –Customer Data and Security
3.1 All data submitted for processing by any Ecuity Edge Product (“Customer Data”) is proprietary to Customer.  Customer is responsible for all Customer Data submitted through its User Accounts and hereby represents and warrants to Ecuity Edge that the Customer Data is free of all viruses, Trojan horses, and comparable elements which could harm the systems or software used by Ecuity Edge or its subcontractors to provide the Ecuity Edge Products.  Customer is responsible for back-up of all Customer Data.
3.2 Customer grants to Ecuity Edge the nonexclusive right to use Customer Data for the sole purpose of and only to the extent necessary for Ecuity Edge to provide and monitor usage of Ecuity Edge Products.  Ecuity Edge maintains administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in accordance with Ecuity Edge’s privacy policy and in accordance with applicable privacy laws and regulations, including commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing Ecuity Edge Online, and Customer shall comply with the applicable Ecuity Edge security guidelines and procedures made known to Customer through Ecuity Edge Online or otherwise.
3.3 Customer is responsible for acquiring and maintaining computer systems and telecommunication services necessary to use all Ecuity Edge Products.  Ecuity Edge does not control the transfer of data, including but not limited to Customer Data, over telecommunications facilities, including the Internet, and Ecuity Edge does not warrant secure operation of Ecuity Edge Products or that such security technologies will be able to prevent third party disruptions of Ecuity Edge Products.
3.4 Ecuity Edge shall be entitled to monitor Customer’s compliance with the terms of this Agreement, including but not limited the number of Authorized Users accessing Ecuity Edge Products. Ecuity Edge may use Customer usage information to provide Customer with reports on its use of, and to improve, Ecuity Edge Products.
3.5 The parties expressly agree that, with respect to any Customer Data that contains “Personal Data” of EU citizens as defined by the General Data Protection Regulation (GDPR), the Customer and Ecuity Edge have mutual obligations regarding proper management of that data under the GDPR. Each party agrees to take appropriate technical and organizational measures against the unauthorized or unlawful processing, accidental loss, destruction or damage of any Personal Data obtained from the other party.
The parties expressly agree that, with respect to any Customer Data, that contains Personal Data, the Customer is a “Data Controller” and Ecuity Edge is a “Data Processor”.
Ecuity Edge does not examine the Customer Data it processes; therefore, it has no ability to identify whether the data that is processed is subject to the GDPR. Ecuity Edge, therefore, treats all Customer Data that it processes in a manner consistent with the responsibilities assigned to a “Data Processor” by the GDPR.
The Customer is solely responsible for determining if its Customer Data is subject to GDPR requirements, and if so the Customer is solely responsible for ensuring their compliance with the Regulation. Ecuity Edge Products contain features, functions and services that allow the Customer to view, transfer, store or otherwise handle Customer Data in a manner inconsistent with the GDPR. The Customer is solely responsible for ensuring that their use of Ecuity Edge Products is lawful and in compliance with all applicable data protection regulations.
Ecuity Edge is EU-U.S. and Swiss-U.S. Privacy S