All definitions used in this Agreement are specified in Annex A.
2. Agreement and Scope
2.1. These Terms, together with any accepted Order between You and Us, comprise the Agreement between You and Us. The Agreement governs Your use of the Software and support services.
2.2. We shall make the Software available to You as a Subscription in accordance with the applicable Order. The Subscription Fees cover the use of the Software (in accordance with the license granted herein) and the provision of support services, as further described in the Agreement. These Terms do not apply in respect of any additional services such as any installation, integration, parametrization and/or adaption services related to the Software.
2.3. By signing an Order offered by Us, which references these Terms or by indicating Your acceptance through an “I accept” button or similar electronic acceptance method, You accept the Order and agree to be bound by the Agreement.
3.1. We shall make available to You the Software for download by the date specified in the Order; and this shall be the date the Software is deemed delivered to You. Alternatively, We may at Our discretion provide You access to the information using a different format, provided any such different format will not affect Your use of the Software.
3.2. In respect of new Releases, delivery shall be deemed completed on the date We make the applicable new Release available to You by download.
3.3. In the event of changes to the rights granted to You pursuant to an applicable Order (e.g., extension of the Subscription Term, additional metrics, etc.), We shall provide You with a new certificate and will deactivate Your previously issued access key.
4. Support Services
4.1. We provide support services as part of the Subscription 365 days a year, 7 days a week. Response time may take up to twenty four (24) hours.
4.2. We provide support services only for the most current Major Release of the Software. To ensure full use of the support services, You are advised to update and maintain Your Subscription to the latest Major Release.
5. Subscription rights and scope
5.1. We are and remain exclusive owners of all rights (including without limitation the Proprietary Rights) in and to the Software and Documentation. You are granted a non-exclusive, non- transferable, revocable right to use the Software for the Subscription Term for Your own and Your Affiliates’ internal purposes (which specifically excludes any analysis of third-party data, and any use of the Software for other companies/organizations is prohibited). You are responsible for all acts and omissions in breach of the Agreement by any such Users and Affiliates and, accordingly, You will ensure that all Users and all Affiliates are made aware of the terms of the Agreement applicable to Your use of Software.
5.2. Your Subscription shall be limited in accordance with the metrics in the applicable Order.
5.3. Any additional copies of the Software and other materials We make available to You are only for Your internal backup or archiving purposes. You will treat the Software and provided materials as Confidential Information and shall undertake all required activities to ensure that no third party gains any access to the Software or provided materials.
5.4. You will not (i) copy, translate, or otherwise modify or produce derivative works of all or parts of the Software, it being understood that You will be entitled to copy the Documentation and materials accompanying the Software as is reasonably required for Your internal purposes; (ii) use the Software in breach of applicable laws or for any illegal activities, including without limitation to transfer data and information which is illegal or in breach of third-party Proprietary Rights; (iii) disassemble, reverse engineer, decompile, place at risk or circumvent the functionalities, performance, and/or the security of the Software; (iv) use all or any part of the Software in order to build a competitive and/or similar product or service; or (v) determine whether the Software is within the scope of any patent.
5.5. You will be liable to us for any damages incurred due to the unauthorized use of the Software, source code, or other materials provided by Us, including without limitation, any continued use of the Software outside the Subscription Term and any provision of the Software, source code, or other materials to unauthorized third parties.
5.6. We may audit Your use of the Software at Our own cost. We may ask a qualified third party, who will be obliged to maintain confidentiality, to perform the audit. You shall keep complete and accurate records to permit an accurate assessment of Your compliance with Your Subscription. You guarantee that all access rights, documents, information, materials, employees and other required information will promptly be made available to Us in advance and free of charge to allow Us to conduct the audit. If the audit reveals that You have used the Software beyond the scope of Your Subscription, we will provide You with notice of such and You will pay all applicable Subscription Fees for such overuse in accordance with Our then-current price list together with Our costs associated with the audit, within thirty (30) days of Our notice. Our acceptance of any payment shall be without prejudice to any other rights or remedies We may have under these Terms, the Order or applicable law.
6. Fees and payment
6.1. We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within thirty (30) days of the date of Our invoice.
6.2. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Software provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
6.3. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue sums from the due date until the date of receipt of payment by Us (inclusive).
6.4. We shall be entitled to adjust the Subscription Fees effective on the date of Your next Renewal Term. Unless otherwise agreed between You and Us, if You are renewing directly with TFO a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Software.
7. Customer Data; Data Protection
7.1. You own all right, title and interest in and to Customer Data and shall have sole responsibility and liability for (i) the legality, appropriateness, and integrity of Customer Data; (ii) the completeness, reliability, accuracy and quality of Customer Data; (iii) obtaining and maintaining all necessary licenses and consents required to use Customer Data, if any; and (iv) Your entering of Customer Data into the Software. You acknowledge that (i) We will not be held responsible in any way for any Proprietary Right or other rights’ infringement or violation or the violation of any applicable laws, arising or relating to such Customer Data and/or communications; and (ii) that any Personal Data contained in Customer Data has been collected and is maintained in compliance with applicable Data Protection Laws.
7.2. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with all applicable Data Protection Laws. To the extent that We process any such Personal Data in the provision of the Software or Support Services, the Data Processing Agreement in Annex B shall apply.
8. Term and Termination
8.1. Your Subscription commences on the effective date of the Order unless otherwise specified therein. Your Subscription continues for the Initial Subscription Term stated in the Order. Thereafter, the Subscription will automatically renew for successive periods of 12 months (each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other party of its intention not to renew the Subscription. Unless otherwise agreed in the applicable Order, Your Subscription may only be terminated in accordance with Section 8.3.
8.2. Without prejudice to any other rights or remedies to which We may be entitled, We may terminate an Order, Subscription and/or this Agreement at any time with or without cause with immediate effect upon written notice.
8.3. Without prejudice to any other rights or remedies to which We may be entitled, either party may terminate any Order, Subscription and/or this Agreement at any time without liability to the other at any time with immediate effect upon written notice if the other party:
8.3.1. is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
8.3.2. voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect; becomes subject to an administration order; enter into any voluntary arrangement with its creditors; cease or threaten to cease to carry on business; or are subject to any analogous event or proceeding in any applicable jurisdiction.
8.4. Termination of any Order shall have no effect on any other Order under this Agreement.
8.5. On termination of Your Subscription or this Agreement for any reason, You shall cease use of the Software and copies thereof and, at Your choice, either (i) delete them from all Your equipment and storage media and certify to Us in writing that you have done so; or (ii) immediately return these items to Us.
9. Disclaimer of Warranties
9.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE AND ANY SUPPORT SERVICES PERFORMED BY OR ACCESSED THROUGH THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
9.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TFO AND TFO’S LICENSORS (COLLECTIVELY REFERRED TO AS “TFO” FOR THE PURPOSES OF SECTIONS 9 AND 10) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLE SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
9.3. TFO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE AND SUPPORT SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SUPPORT SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE AND SUPPORT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY SUPPORT SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SOFTWARE OR SUPPORT SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, AS WELL AS OTHER TFO PRODUCTS AND SERVICES.
9.4. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND SUPPORT SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
9.5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TFO OR A TFO AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
9.6. YOU ACKNOWLEDGE AND AGREE THAT YOUR PURCHASE OF THE SOFTWARE IS NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, OR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS, STATEMENTS OR REPRESENTATIONS WE MADE REGARDING FUTURE FUNCTIONALITY OR FEATURES.
10.1. To the maximum extent permitted by law, You shall indemnify, defend, and hold TFO harmless against any claim(s) made or brought against TFO by a third party (i) alleging that Customer Data, or Your use of the Software is in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, (ii) as a result of Your breach of any of Your obligations under this Agreement, and (iii) as a result of Your negligence, fraud, or willful misconduct, and You shall indemnify TFO for any damages finally awarded against, and for reasonable attorney’s fees incurred by, TFO in connection with any such claim(s).
11. Limitation of Liability
11.1. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL TFO, ITS AFFILIATES, AGENTS OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR ANY THIRD PARTY SOFTWARE, APPLICATIONS OR SERVICES IN CONJUNCTION WITH THE APPLE SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TFO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL TFO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID TO TFO, IN THE AGGREGATE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. WE BOTH ACKNOWLEDGE THAT THE FEES ARE BASED IN PART ON THE LIMITATIONS IN THIS SECTION.
11.2. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BE RESPONSIBLE FOR PRODUCING BACK-UPS OF YOUR DATA.
12.1. Each party retains all rights in its Confidential Information. Both parties undertake to treat as confidential all of the other party’s Confidential Information acquired before and in connection with performance of the Agreement and to use such Confidential Information only to perform the Agreement. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of the Agreement. Any reproduction of Confidential Information of the other party shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other party, each party: (a) shall take all those steps the receiving party takes to protect its own similar proprietary and Confidential Information, which shall not be less than a reasonable standard of care to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than those Representatives whose access is necessary to enable it to perform the Agreement and who are obliged to maintain confidentiality to a similar extent as provided herein. Each party will be responsible for its Representatives’ compliance with the provisions of this Section. The parties each shall have the right to provide the Authorized Reseller with this Agreement.
12.2. A party which becomes aware of a suspected or actual breach of confidentiality, misuse or unauthorized dissemination relating to the other party’s Confidential Information shall inform the other party in writing without undue delay.
12.3. Section 12.1 shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, (b) is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (c) has become generally available to the public without a contractual breach by the receiving party; (d) at the time of disclosure, was known to the receiving party free of restriction; (e) the disclosing party has agreed in writing to be free of such restrictions; or (f) has to be disclosed pursuant to applicable statutory law or court, administrative or governmental order. In such event, the receiving party shall inform the disclosing party of the applicable provision or order without undue delay, to the extent legally possible, in order to enable the disclosing party to seek legal protection or otherwise prevent or limit disclosure of the Confidential Information.
12.4. Upon request, the receiving party shall destroy or return to the disclosing party all materials containing any of the Confidential Information and any copies or derivatives prepared therefrom. However, this obligation to return or destroy Confidential Information shall not apply to copies of electronically-exchanged Confidential Information made as a matter of routine information technology backup and to Confidential Information or copies thereof which must be stored by the receiving party according to provisions of mandatory law, provided that such Confidential Information or copies thereof shall remain subject to the confidentiality obligations under this Agreement.
13.1. Sub-Contracting. We may subcontract all or part our obligations under the Agreement to a qualified third party. We may also at any time involve any of Our Affiliates and successors in business as sub-contractors under this Agreement In such event, We will be liable for any such sub-contractors used in the performance of Our obligations under the Agreement.
13.2. Assignment. Except as permitted herein, neither party may assign the Agreement, in whole or in part, without the prior written consent of the other, not to be unreasonably withheld. Any attempt by either party to assign or transfer the Agreement without the prior written consent of the other will be null and void. Notwithstanding the foregoing, We may at any time upon notice to You assign or otherwise transfer Our rights and obligations under the Agreement to any of Our Affiliates or successors in business.
13.3. Independent Contractors. The relationship between You and Us is that of independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, employment or any such similar relationship between You and Us.
13.4. Governing Law. The Agreement shall be governed by the laws of New York and the parties submit to exclusive jurisdiction of the courts in Suffolk County, NY. The United Nations Convention on the International Sale of Goods (CISG) shall not apply.
13.5. Amendments. Any amendments or additions to the Agreement must be made in writing and executed by duly authorized representatives of both parties.
13.6. Entire Agreement. These Terms, together with any Order between You and Us, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. In the event of any inconsistencies between these Terms and an Order between You and Us, the Order shall take precedence over these Terms. Any purchase order, purchasing terms, general terms of business or other document issued by You for administrative convenience only and will not be binding on Us.
13.7. Severability. Should parts of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement, which shall remain unaffected. The invalid provision shall be replaced by the parties with such term which comes as close as possible, in a legally permitted manner, to the commercial terms intended by the invalid provision.
13.8. No Waiver. No waiver by either party of any breach or default or exercise of a right of a party under the Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default or exercise of a right.
13.9. Export Control and Compliance with Laws. The Software is subject to the export control laws of various countries. You agree that You will not submit the Software to any government agency for licensing consideration or other regulatory approval without Our prior written consent, and will not export the Software to countries, persons or entities prohibited by such laws. You are also responsible for complying with all applicable legal regulations of the country where You are registered, and any foreign countries with respect to the use of Software by You and Your Affiliates.
13.10. Third Party Rights. A person who is not a party to the Agreement has no rights to enforce, or to enjoy the benefit of, any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available under applicable law or that is expressly provided for under this Agreement.
13.11. Notices. Except as otherwise specified in the Agreement, all notices hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) two business days after sending by e-mail. E-mails to Us shall be directed to email@example.com, and e-mails to You shall be addressed to the administrative contact designated in Your Order.
13.12. Force Majeure. Neither party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other party for any delay or failure to perform its obligations hereunder if and to the extent such delay or nonperformance is caused by a Force Majeure Event. The party affected by the Force Majeure Event shall: (i) promptly inform the other party of such delay or nonperformance; (ii) use commercially reasonable efforts to avoid or remove the underlying cause of the delay or nonperformance; and resume performance hereunder as soon as reasonably practical following the removal of the Force Majeure Event.(iii)
13.13. Surviving Provisions. All terms shall survive during the term of this Agreement, including any renewal terms. However, terms and obligations as set forth in Section 9, 10, 11, and 12 shall survive indefinitely.
1. “Affiliate”: any entity that directly or indirectly controls, is controlled by, or is under common control with You or Us, as the case may be, but only for so long as the control exists. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests.
2. “Agreement”: these Terms and any Order between You and Us.
3. “Authorized Reseller”: a reseller, distributor or other partner authorized by TFO to sell TFO products.
4. “Confidential Information”: any information disclosed to a party by the other party concerning the business and/or affairs
of the other party, including but not limited to information relating to a party’s operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents, data and information which, when provided by one party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 (ten) days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure.
5. “Customer Data”: the data and information provided by You to Us through Your use of the Software.
6. “Data Protection Laws” : all laws, rules, regulations, decrees, or other enactments, orders, mandates, or resolutions relating to privacy, data security, and/or data protection, and any implementing, derivative or related legislation, rule, and regulation as amended, extended, repealed and replaced, or re-enacted, as well as any applicable industry self-regulatory programs related to the collection, use, disclosure, and security of Personal Information including the EU General Data Protection Legislation (Regulation (EU) 2016/679 of the European Parliament (GDPR).
7. “Documentation”: the product description of the applicable Software, as made available by Us on the following website: tradeforopp.com.
8. “Fees”: the fees payable by You for the Subscription as set out in an Order.
9. “Force Majeure Event”: acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, industrial disputes, failure of a utility service or transport network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, act of terror, Internet service provider failure or delay, denial of service attack, fire, flood or storm, but excluding (a) financial distress or the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder.
10. “Initial Subscription Term”: the initial term of Your Subscription as agreed in the Order which commences on the date of acceptance of the Order or as otherwise agreed to by the parties.
11. “Major Release”: a Release of the Software that is designated by Us as such in accordance with our then-current naming convention (e.g., Major Release 3 -> Major Release 4).
12. “Malware”: any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.
13. “Minor Release”: a Release of the Software within a given Major Release that We designate through a respective change in numbering in accordance with our then-current naming convention (e.g., Release 4.2 -> Release 4.3).
14. “Order”: an order entered into between You and Us specifying the Subscription You have ordered, and the Fees owed thereunder, and such other terms as are agreed, including any addenda and supplements thereto.
15. “Personal Data”: any data and information relating to an identified or identifiable living individual person as defined under applicable Data Protection Laws.
16. “Proprietary Rights”: rights in patents, utility models, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights, anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.
17. “Release”: any new Major Release, Minor Release, bug-fix or patch We make available to You for Your Subscription.
18. “Renewal Term”: has the meaning set out in Section 8.1.
19. “Representatives”: of a party are its and its Affiliates’ employees, directors, advisers and subcontractors.
20. “Representatives”: of a party are its and its Affiliates’ employees, directors, advisers and subcontractors.
21. “Subscription”: the subscriptions You purchase under an Order for Your use of to the Software and Support Services in accordance with the Agreement.
22. “Subscription Fees”: the Fees payable for the Software as set out in an Order.
23. “Subscription Term”: the Initial Subscription Term and any subsequent Renewal Terms as set out in an Order.
24. “Taxes”: any applicable sales, use, value added, duties, assessments, excise, withholding or other taxes assessable by any jurisdiction whatsoever based on the applicable Order Form.
25. “Terms”: the terms of this TFO Software Subscription License Agreement.
26. “Territory”: the country of Your registered business seat as defined in the Order.
27. “User”: those employees, agents and independent contractors of Yours or Your Affiliates who are authorized by You to use the Software in accordance with the Agreement, and to whom You have supplied a user identification and password (if applicable).
28. “We,” “Us”, “Our” or “TFO”: the TFO entity entering into the applicable Order with You.
29. “You” or “Your”: the individual, company, or other legal entity that enters into the applicable Order with TFO.