MASTER SERVICE AGREEMENT

THIS MASTER SERVICE AGREEMENT (“AGREEMENT”) IS A BINDING CONTRACT BETWEEN YOU (“YOU” OR “CLIENT”) AND THE APPLICABLE DONUT CONTRACTING ENTITY LISTED IN SECTION 21 OF THIS AGREEMENT (HEREINAFTER “DONUT”, “WE”, “US” OR “OUR”) GOVERNING YOUR USE OF DONUT SERVICE (“SERVICE”). 

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Users or End Customers to access or use a Service, or signing the relevant Service Order Form, You agree to be bound by this Agreement as of the date of such access or use of the Service, or the date specifically stated under the relevant Service Order Form (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Donut that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Client”, “You”, or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services. Client and Donut shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.

The purpose of this Agreement is to establish the terms and conditions under which the Client obtains Donut’s Services as described in a Service Order Form or other document signed or agreed to by You. Non-English translations of this Agreement are provided for convenience only. To the extent permitted by the applicable law, in the event of any ambiguity or conflict between translations, the English version shall control.

1. PROVISION OF SERVICE

We will make the Services available to Client pursuant to this Agreement, the applicable Service Order Form, and provide such Services in accordance with this Agreement, including the Terms of Use and Privacy Policy, and laws and government regulations applicable to Donut’s business, during each Subscription Term.  During the Subscription Term, Donut’s grants to Client a limited, non-exclusive right to access and use the Services only for its internal business purposes, for up to the number of Users included in the Service Plan or otherwise noted in the Service Order Form in connection with the authorized use of the Services. We will make the Services available to You pursuant to this Agreement and the applicable Service Order Form(s) in accordance with Your Service Plan. We will use commercially reasonable efforts to make the Services available, except during (a) Planned Downtime (of which We will give advance notice via Our Platform or to the Account owner); and (b) Force Majeure Events.

2. CLIENT’S REGISTRATION

1. Establishing an Account. You need to sign up for an Account by providing all required information in order to access or use the Services. If You represent an organization and wish to use the Services for corporate internal use, we recommend that You, and all other Users from your organization, sign up for an Account by providing Your corporate contact information. In particular, We recommend that You use your corporate email address. You agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the sign-up process; and (ii) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If You provide any information that is untrue, inaccurate, outdated, or incomplete, or if Donut has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Donut may terminate Your Account and refuse current or future use of any or all of the Services.

If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Agreement.

If Client has designated Users and granted them authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Donut is not responsible for and shall have no liability for verifying the validity of authorization of any User. However, we may, in our discretion, request additional information or proof of the person’s credentials. If we are not certain if a User has been granted authorization, we may, in our sole discretion, prevent such User from accessing the Service.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

The Client and any User associated with an Account must provide us with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

2. Logging Into Account. After the sign up is completed, Client will have a login credentials of username and password (“Login Credentials”) which is to be used to log in to their Account. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all Login Credentials associated with an Account.

Client must promptly notify Donut: of any disclosure, loss or unauthorized use of any Login Credentials; of a User’s employment termination from the Client’s organization; of a change in a User’s role in the Client’s organization; of any termination of a User’s right for any reason.

3. Client’s Account. Client will be responsible for maintaining the confidentiality of User login information and credentials for accessing Service and will notify Donut promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Client becomes aware. Donut will not be liable for any damage or loss that may result from Client’s breach of the foregoing obligations.

3. TERM, RENEWAL AND TERMINATION 

1. Subscription Term. This Agreement is effective from the Start Date and will continue until the End Date mentioned in the Service Order Form. Service Plans commence on the start date specified in the relevant Service Order Form and continue for the Subscription Term specified therein.

2. Renewal.  Unless a Party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term. Donut reserves the right to increase the Subscription Charges at the beginning of each Subscription Term. Any Subscription Charges for a renewed Subscription Term are due on the date of renewal.

3. Termination for Cause. Either Party may terminate this Agreement by written notice to the other Party in the event that (i) the other Party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, where such termination shall be effective as of the date of such notification. However, We may immediately terminate this Agreement for cause without notice if You violate this Agreement, Donut’s Terms of Use and/or Privacy Policy.

4. No refunds. Payments are non-refundable, and no credits whatsoever will be provided for any unused Services during the Subscription Term. 

4. BILLING, PAYMENT AND TAXES

1. Payment and Billing. All Subscription Charges are set forth in the applicable Service Order Form. Unless otherwise expressly set forth in this Agreement or a Service Order Form, all Subscription Charges are due in full on a monthly basis based on Your usage of the Services. You are responsible for providing valid and current payment information and You agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or person in charge for billing).  

2. Payment Service Provider. Donut will cooperate with Payment Service Provider in facilitating payments made through the Platform. By submitting your payment information on the Platform, you authorize Donut to provide such information to Our Payment Service Provider for the purpose of facilitating the payment. You acknowledge and understand that you may be subject to additional terms and conditions applicable at the relevant Payment Service Provider, and we advise you to review and check such terms and conditions of the relevant Payment Service Provider. You acknowledge and understand that Payment Service Provider may experience an unwanted technical failure, issue or disruption in processing or transmitting payments made by You. In that case, you agree and undertake not to make any claims or demands to us for any and all damages and loss (including but not limited to loss of monies, reputation, profit or other intangible loss) which may arise directly or indirectly due to such occurrence.

3. Taxes.

1. Subscription Charges do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). 

2. Client is responsible for paying all Taxes associated with the Services under this Agreement and all Service Order Forms, excluding Taxes based solely on Donut’s net income. 

3. In the event it is required by governmental authorities to withhold or pay for taxes or other dues on account of the payment by the Client to Donut, such amount shall be deducted from such payments and be paid by the Client on behalf of Donut, and the Client shall provide Donut with an official receipt of voucher or tax certificate issued by the relevant governmental authority evidencing such payment.

5. SERVICE PLAN MODIFICATIONS

1. Upgrade. You can activate Service Plan upgrade and increase the number of Users authorized to access and use a Service during Your Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. Donut may send a new Service Order Form reflecting the new Service Plan(s) which have been upgraded and the Subscription Charges for such upgrade.  In any subsequent Subscription Term, Your Subscription Charges will reflect any such upgrades.

2. Downgrade. During Your Subscription Term, You can downgrade to the lower Service Plan and reduce the number of Users to access and use a Service. The ongoing Service Plan will be suspended immediately and the number of Users outside of the lower Service Plan you choose will be deactivated. No refunds or credits for Subscription Charges or other fees or payments will be provided in case of Service Plan downgrade.

6. FREE TRIALS

If you register for a free trial of one or more Services, Donut will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Services (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by Donut in its sole discretion. Any data that you enter into the Services, and any customizations made to the Services during the free trial will be permanently lost unless you (i) purchase the corresponding paid Service Plan for the account, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. Notwithstanding anything contained in this Section, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.

7. TEMPORARY SUSPENSION

We reserve the right to restrict functionalities or suspend the Services (or any part thereof), Your Account or Your and/or Users’ rights to access and use the Services and remove, disable or quarantine any Service Data or other content if (a) We reasonably believe that You or Users have violated this Agreement; or (b) We suspect or detect any Malicious Software connected to Your Account or use of a Service by You or Users. We shall not be liable to You, Users, End Customers or any other third party for any modification, suspension or discontinuation of Your rights to access and use the Services. We may refer any suspected fraudulent, abusive, or illegal activity by You, Users or End Customers to law enforcement authorities at Our sole discretion.

8. CLIENT’S DATA

1. Requirement and Acknowledgement. Client understands that the technical processing and transmission of Service, including any Client Data provided by Client, may involve (i) transmissions over various third party networks, and (ii) changes to conform and adapt to technical requirements of connecting networks or devices, and Client consents to such transmission and changes. Client and Donut acknowledge that Client’s Data may from time to time include personally identifiable information (“Personal Data”) to the extent Client or End Customers upload Personal Data through the Platform. Client agrees that, as with all Client’s Data, the uploading of Personal Data is exclusively within the control of Client or End Customer, as applicable. Any processing of such Client’s Data must be in compliance with these Agreement and applicable law. The Client is responsible for ensuring that: (i) the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client’s Data that violates the terms of these Agreement, the rights of Donut, other Clients or Users, the prevailing law or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and (ii) the Client and all of the Users associated with the Account have the necessary rights and valid written consent from the owner of Client’s Data to process, analyze, display, or upload Client’s Data to the Platform.

2. Guidelines. The following terms apply to Client’s Data submitted or uploaded by the Client: (a) the Client agrees not to upload, post or otherwise transmit any Client’s Data, software or other materials which contain a virus or other harmful or disruptive component, (b) We have the right, but not the obligation, to monitor Client’s Data posted or uploaded to the Platform to determine compliance with these Agreement and any operating rules established by us and to satisfy the prevailing law, regulation or authorized government request. Although we have no obligation to monitor, screen, edit or remove any of the Client’s Data posted or uploaded to the Platform, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any Client’s Data posted or uploaded to the Platform at any time and for any reason, (c) We are not responsible for the accuracy or credibility of any Client’s Data, and do not take any responsibility or assume any liability for any actions you may take as a result of reading Client’s Data posted on the Platform.

9. USE RESTRICTIONS

1. Client agrees not to use the Donut Technology to: (i) process data on behalf of any third party other than the Users and End Customers; (ii) send unsolicited communications, junk mail, spam, or other forms of duplicative or unsolicited messages in violation of spamming or other laws; (iii) use Service or Donut Technology in violation of applicable law (iv) store or transmit any content that infringes upon any third party’s intellectual property rights; (v) interfere with or disrupt the integrity or performance of the Service and their components; (vi) post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (vii) post, transmit, upload, link to, send or store any Malicious Software; (viii) track cookies, ad exchanges, ad networks, data brokerages, or to send electronic communications (including e-mail) in violation of applicable law.

2. In addition,  Client will not: (ix) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Donut Technology available to any third party other than Users and End Customers, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (x) modify, adapt, or hack the Donut Technology or otherwise gain or attempt to gain unauthorized access to the Donut Technology, its related systems or networks; (xi) falsely imply any sponsorship or association with Donut; (xii) decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of Donut Technology.

10. CLIENT CONDUCT GUIDELINES

The following terms apply to your conduct when accessing or using the Platform: (a) you agree not to interfere with or disrupt the Platform or the servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform; (b) you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Platform, use of the Platform  or access to the Platform; (c) you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability; (d) you agree not to impersonate any person or entity, including, but not limited to, Donut or any Donut’s employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; and (e) you agree not to interfere with any other Client’s right to privacy, including by harvesting or collecting Personal Data about users of the Platform or posting private information about a third party.

11. TECHNICAL SUPPORT

We shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. We shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Agreement but do not have an Account may be less expedient or may not occur at all.

The contacts for all enquiries of support are:

E-mail: support@donut.cx

12. THIRD PARTY APPLICATIONS

Donut may integrate with third party applications (hereinafter "Third Party Application(s)"), among others, Payment Service Provider. Access and use of the Third Party Applications may require acceptance of terms of service and privacy policies applicable to such Third Party Applications (hereinafter "Third Party Terms"). You are responsible for reading and understanding the Third Party Terms before accessing or using any Third Party Application. You acknowledge and agree that Donut is not liable for any Third Party Applications. While we will try to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that Donut may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from Service, any Third Party Application, without any liability to you, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses.

13. INTELLECTUAL PROPERTY RIGHTS

All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “IP”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the IP present on the Platform is owned by or licensed to Donut. Such IP is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws. Except with Our express prior written permission or as permitted by applicable laws, You may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Platform or IP (in whole or in part) in any way or through any medium for distribution, publication or any commercial purpose.

14. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

1. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK. DONUT, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS DO NOT WARRANT THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE PLATFORM.

2. THE PLATFORM ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.

3. To the fullest extent permissible by applicable law, in no event shall Donut, be liable to you for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction or for any form of direct or indirect, special, incidental, consequential, exemplary or punitive damages based on any causes of action arising out of use of the Platform or any alleged failure of performance, error, omission, interruption, deletion, defect, or delay in Service, operation, or transmission of the Platform, or any alleged computer virus, communication line failure, theft or destruction of property, and/or unauthorized access to, alteration of, or use of or posting of any record, content, or technology, pertaining to or on the Platform. You agree that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if Donut have been advised of the possibility of such loss or damage. Without limiting the generality of the foregoing, you also specifically acknowledge that Donut is not liable for any actual or alleged defamatory, offensive, or illegal conduct of other users of the platform or any other third parties.

4. We disclaim any and all liability of any kind for any unauthorized access to or use of your Personal Data. By accessing the Platform, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use the Platform.

15. INDEMNIFICATION

The Client agrees to defend, indemnify and hold harmless Donut, its Affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Platform by the Client. Donut reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide Donut with such cooperation as is reasonably requested by Donut.

16. CONFIDENTIALITY

Each Party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving Party may use the disclosing Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information.  If the receiving Party is required by law or court order to disclose Confidential Information of the disclosing Party, then the receiving Party will, to the extent legally permitted, provide the disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information.  The receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving Party, the disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

17. PERSONAL INFORMATION AND PRIVACY

Personal information you provide to Donut through the Service is governed by Donut’s Privacy Policy. Your election to use Service indicates your acceptance of the terms of the Privacy Policy.

18. MODIFICATION TO THE SERVICES

You acknowledge that We may modify the features and functionality of the Services during the Subscription Term. We shall provide You with 2 x 24 hours’ advance notice of any deprecation of any material feature or functionality. We will not materially decrease the overall functionality of the Services purchased by You during the Subscription Term.

19. FORCE MAJEURE

Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such Party’s reasonable control, including but not limited to but not limited to, acts of God, acts of government, acts of terror or civil unrest, internet failures, or acts undertaken by third parties not under the performing party’s control, including, without limitation, denial of service attacks (“Force Majeure Event”). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other Party may terminate this Agreement and all Service Order Form(s) on written notice to the Party experiencing the Force Majeure.  If Donut is the Party experiencing the Force Majeure Event and as a result thereof is unable to provide the Services for the period noted herein, and Client terminates this Agreement and all Service Order Form(s), then Donut will provide Client with a pro-rated refund of fees as of the date the Force Majeure Event commenced.

20. MISCELLANEOUS 

1. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld). Any attempted assignment in violation of this section will be null and void. However, either party may assign this Agreement in its entirety (including all Service Order Forms), without the other party’s consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided that (i) any such successor agrees to fulfill its obligations pursuant to this Agreement, and (ii) You and the assignee execute Donut’s assignment form, if required by Donut. We may assign this Agreement to any member of the Donut group or in connection with any merger or change of control of Donut or the Donut group or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. If requested by Donut, You must execute Our form to give effect to Donut’s assignment. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. 

2. Entire Agreement. This Agreement, together with any Service Order Form, the Privacy Policy, and Terms of Use, constitutes the entire agreement and supersedes any and all prior agreements or communications between Client and Donut regarding the subject matter hereof. In the event of a conflict between the Service Order Form, the Privacy Policy, Terms of Use and this Agreement, the order of precedence will be sequentially, the Service Order Form(s), this Agreement, Privacy Policy and Terms of Use.  If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision, and the remaining provisions of this Agreement will remain in effect.

3. Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than seven (7) days prior to the effective date of any such amendment and Your continued use of the Services following the effective date of any such amendment may be relied upon by Donut as Your consent to any such amendment. 

4. Severability. If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.

5. Survival. Sections 4 (Billing, Payment and Taxes), 6 (Term, Renewal and Termination), 9 (Use Restrictions), 13 (Intellectual Property Rights), 14 (Disclaimer of Warranty and Limitation of Liability), 15 (Indemnification), 17 (Confidentiality), 21.2 (Entire Agreement), 21.5 (Survival), 22 (Governing Law and Dispute Resolution) and 23 (Definitions) will survive any termination of the Agreement. Termination of this Agreement will not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.

21. GOVERNING LAW AND DISPUTE RESOLUTION‍
    
    

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22. DEFINITIONS

“Account” means any accounts created by or on behalf of Client for access to and use of the Services.

“Affiliates” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“Client” means the person or entity placing an order for or accessing Services.

“Client’s Data” means all electronic data, text, messages, photos, videos or other materials, including, without limitation, Personal Data of Users and End Customer, submitted to the Platform by Client or its Users or contained in the Platform as a result of Client’s use of Services.

“End Customer” means, any person or entity other than Client or Users with whom Client interacts using the Services.

“Donut Technology” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Services.

“Guidelines” means additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Services.

“Malicious Software” means any viruses, malware, trojan horses, time bombs, or any other similar harmful software.

“Services” the Platform and all content, services and/or products available on or through the Platform.

“Service Order Form” means Our service order form(s) or online ordering document or process completed, executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the number of Users authorized to use a Service under Your subscription and the Service Plan applicable to Your subscription.

“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Platform or Service Order Form) for the Services.

“Subscription Charges” means all charges associated with Your access to and use of an Account.

“Subscription Term” means the period during which You have agreed to subscribe to a Service.

“Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.

“User” means any individual who is authorized by Client to use the Services, including an Account administrator, employees, consultants, contractors, and agents of Client or its affiliates, and third parties with which Client or its affiliates transact business.