Service Agreement
This Service Agreement (“Agreement”) is between you (“you” or “Customer”) and OwlWorks Inc. (“OwlWorks”) from which you are procuring the product or services (collectively referred to as “OFFERINGS”) and governs your use of Offerings made available as a hosted software as a service.
BY CHECKING THE ACCEPTANCE BOX OR ACCESSING OR USING ALL OR ANY PORTION OF THE OFFERINGS ONLINE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON OWLWORKS’ WEBSITE AT WWW.OWL.WORKS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND OWLWORKS INC.
By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. Capitalized terms have the meanings given under “Definitions.” The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to Offerings, through any online provisioning, registration or order process, or (b) the effective date of the first Order referencing this Agreement.
1. Grant of License
1.1. License Grant. Subject to the terms of this Agreement, OwlWorks grants to Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Offering for Customer’s own use and purposes. Notwithstanding anything to the contrary set forth herein, Customer shall have no right to display, sell, sublicense, distribute, convey, or otherwise transfer copies of the Offering and related Documentation for the purposes of rendering services to any other person or entity.
1.2. Duration and Restriction of Licenses. Offerings granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Offerings granted for metered Offerings billed periodically based on usage continue as long as Customer continues to pay for its usage of the Offerings. Offerings are subject to restrictions specified in the Order including the number of Users of different kinds, as defined in Section 10.
1.3. Evaluation Access. If OwlWorks has made available to you free, trial or evaluation access to the Offering ("Evaluation Access"), your access is limited to evaluating the Offering to determine whether to purchase a subscription from OwlWorks. You may not use Evaluation Access for any other purposes, including but not limited to competitive analysis, commercial, professional or for-profit purposes. Evaluation Access is limited to fourteen (14) days from the date you activate Evaluation Access, unless otherwise specified by OwlWorks in the Order or a separate writing from Owl orks. Evaluation Access is restricted to the Starter pricing tier, unless otherwise indicated in an Offer. OwlWorks has the right to terminate Evaluation Access at any time. Unless you purchase a subscription for the Offering, upon any such termination or expiration your Evaluation Access will cease and you will no longer have access to any Customer Data (as defined in Section 10.4 below) used in connection with Evaluation Access. If Customer purchases a subscription to the Offering, all of the terms and conditions in this Agreement will apply to such purchase and the use of the Offering. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OWLWORKS WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT OR OBLIGATIONS WITH RESPECT TO EVALUATION ACCESS.
1.4. Limitation of Use. Customer may not, and shall use its best efforts to ensure that its employees, contractors and agents do not, use, copy, modify, or distribute the Offering, or any Derivative Work, copy, adaptation, transcription, or merged portion thereof, except as expressly authorized (i) herein, (ii) in writing by OwlWorks or (iii) pursuant to a separate written agreement signed by OwlWorks. Customer may not, and shall use its best efforts to ensure that its employees, contractors and agents do not reverse assemble, reverse compile, or otherwise translate the Offering, or any Derivative Work, copy, adaptation, transcription, or merged portion thereof. The license granted pursuant to this Agreement may not be transferred, leased, assigned, or sub-licensed without OwlWorks’ prior written consent, in its sole and absolute discretion.
1.5. Indemnity. Customer shall indemnify, defend and hold harmless OwlWorks and its licensors for any actions taken by itself or its employees, contractors and agents which would constitute a breach of Sections 1.1, 1.2, 1.3 and 1.4 of this Agreement including any and all costs, expenses, damages, assessments or penalties, including reasonable attorney’s fees and court costs incurred by OwlWorks in connection therewith. Customer acknowledges that OwlWorks and its licensors are the owners of all intellectual property rights, including patent, trademark, copyright, and trade secret rights, in the Offering, templates, any data or information developed by OwlWorks and any techniques and ideas embodied and expressed in the foregoing, including the structure, sequence, and organization of the Offering (the “Program Concepts”). Customer further acknowledges that, except for the limited license granted hereunder, Customer has no rights in or to the Offering, templates, Program Concepts, any data or information developed by OwlWorks or any copies thereof.
1.6. Open Source Software. To the extent that any Open Source Products are included in the Offering, such Open Source Products are identified in the Documentation and/or in the Offering. Any such Open Source Products are being made available to Customer subject to the terms of this Agreement and the terms of the license agreements provided by the licensors of such Open Source Products. Customer is obligated to comply with the terms and conditions of this Agreement and shall be responsible for complying with the terms, conditions and/or restrictions contained in any license agreement for any such Open Source Products. In the event of any conflicts between the terms of this Agreement and the terms for any Open Source Products, the terms for such Open Source Products shall govern as to such Open Source Products.
2. Privacy, Personal Data and Customer Data
2.1 Personal Data. Customer consents to the processing of Personal Data by OwlWorks as provided in this Agreement. Before providing Personal Data to OwlWorks, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable privacy and data protection laws.
2.2 Customer Data. The following points relate to “Customer Data” uploaded into Offerings or pointed to means any business information or other data which:
1. Customer inputs into Offerings, or
2. Customer provides to OwlWorks or a partner for inputting into Offerings, or
3. Customer stores in a data source like a database or application, and further Customer allows Offerings to access said data source through supported connectors.
2.3. General Obligations on Customer Data. Customer is solely responsible for the accuracy and content of all Customer Data. Customer represents and warrants to OwlWorks that (i) Customer has sufficient rights in the Customer Data to authorize OwlWorks to process, distribute and display the Customer Data as contemplated by this Agreement and the Documentation, (ii) the Customer Data and its use hereunder will not violate or infringe the rights of any third party, and (iii) Customer’s use of Offerings and all Customer Data is at all times compliant with your privacy policies and all applicable local, state, federal and international laws, export laws, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data.
2.4. Health Information. Customer will not use Offerings to access Customer Data that concerns any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations. Customer acknowledges that Offerings are not HIPAA compliant. “HIPAA” means the Health Insurance Portability Act, as amended and supplemented. OwlWorks shall have no liability under this Agreement for Health Information, notwithstanding anything to the contrary herein.
2.5. Payment Card Data. Customer will not use Offerings to access Customer Data related to any payment card information. Customer acknowledges that Offerings are not compliant with the Payment Card Industry Data Security Standards.
2.6. Privacy Compliance. Customers are recommended not to store EEA/Swiss/UK personal data (as defined under EU/Swiss/UK relevant law) or any Content that may be governed by industry specific legislation in the Service. OwlWorks is neither the Data Controller nor the Data Processor (as defined under relevant EU/Swiss law) of any personal data Content inputted by Customer or any User. If Customer or any User chooses to input personal data Content, Customer shall remain solely liable and responsible for complying with applicable privacy laws with respect to Customer’s and its Users’ use of the Services and the Content, including but not limited to EU General Data Protection Regulation and any other privacy/data protection obligations in relation to the processing of such Content (including but not limited to the obligations to delete data, process it lawfully, and restrictions regarding transfer outside of the EEA/Switzerland/UK, and responding to data subject access requests). All Content used by or within the Services may be stored on servers located outside of the EEA/Switzerland/UK, unless options (if available) are selected and used by the Customer to retain the data on relevant servers within the EEA/Switzerland/UK.
2.7. Rights to Customer Data. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to your Customer Data as accessible on Offerings. Subject to the terms of this Agreement, Customer hereby grants to OwlWorks a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, and distribute, perform and display (including publicly), modify and create derivative works of the Customer Data solely to the extent necessary to provide Offering in accordance with this Agreement and the Documentation.
2.8. Storage of Customer Data. Offerings do not provide an archiving service. OwlWorks agrees it shall not intentionally delete any Customer Data from Offerings prior to termination or expiration of Customer’s applicable subscription or evaluation access period. Except as otherwise set forth herein, OwlWorks expressly disclaims all other obligations with respect to storage of Customer Data.
2.9. Responsibility for Content. Customer acknowledges and agrees that (i) Customer has sole responsibility to determine which Users gain access to the Services and which Content such Users may access via the Services, (ii) OwlWorks has no obligation to monitor any Content, (iii) OwlWorks does not control, interpret, verify or endorse the Content that Customers or Users make available on the Services, (iv) OwlWorks is not responsible for the accuracy, completeness, appropriateness, copyright compliance or legality of any Content accessible using the Services, and (v) subject to Section 3, Customer is solely responsible for the uploading and/or deletion of any Content placed on the Site or with the Services by any User. Customer is solely responsible for the development, content, operation, maintenance, and use of Content including but not limited to responsibility for: (i) any claims relating to Content, including claimed violations of applicable law; and (ii) properly handling and processing notices that are sent to Customer (or any User) regarding Content, such as by any person claiming that any Content violates such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
2.10. Permitted Third Parties. Customer is solely responsible for its Permitted Third Parties. If Customer chooses to have a Permitted Third Party access the Site or the Services on its behalf, Customer acknowledges that it, and not OwlWorks, is solely responsible and liable for (i) the acts and omissions of such Permitted Third Party in connection with the Services; (ii) any Content that Customer requests or instructs the Permitted Third Party to include in the Services; and (iii) the issuance, removal and/or deactivation of the credentials issued for such Permitted Third Party. Further, if Customer requests or instructs a Permitted Third Party to import or upload Content to the Services, such actions by the Permitted Third Party shall be deemed to be the actions of Customer.
3. Confidentiality
3.1 Confidential Information. “Confidential Information” means any and all proprietary, secret, non-public or confidential information that a reasonable person should understand is confidential, including, but not limited to, the Offering, Customer Data, the terms of this Agreement, and Customer’s account authentication credentials. Confidential Information does not include information that: (1) was lawfully in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the receiving party; or (2) was lawfully received by the receiving party from a third party free of any obligation of confidence to such third party; or (3) was already in the lawful possession of the receiving party prior to receipt thereof, directly or indirectly, from the disclosing party; (4) is subsequently and independently developed by employees, consultants or agents of the receiving party without reference to the Confidential Information; or (5) is required to be disclosed in a judicial or administrative proceeding or pursuant to a subpoena or other legal process after giving the disclosing party as much advance notice of the possibility of such disclosure as reasonably practical so that the disclosing party may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
3.2. Confidentiality Obligations. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Each party shall allow access to the Confidential Information only to employees and contractors of Customer who are performing services for Customer related to the purposes of this Agreement, who have a need to know the information contained in the Confidential Information, and upon whom Customer has imposed a legal duty to protect the Confidential Information from unauthorized copying, use, or disclosure.
3.3. Confidentiality Term. These obligations apply: (1) for Customer Data, until it is deleted by OwlWorks; and (2) for all other Confidential Information, for a period of three years after a party receives the Confidential Information.
4. Ownership of Offering; Protection of Offering
4.1 Ownership of IP Rights. Customer acknowledges that (a) except with respect to the rights granted by this Agreement, the Offering is and shall remain the exclusive property of OwlWorks and its licensors, and all right, IP Rights, title and interest therein and thereto shall at all times remain with OwlWorks and its licensors; and (b) Customer has no rights in the Offering except those expressly granted by this Agreement.
4.2. Contracts. Customer shall use its best efforts to prevent, prosecute, and enjoin any unauthorized copying, distribution, reverse engineering, and reverse compiling of the Offering or other Derivative Works thereof, through appropriate restrictive contracts entered into by its employees, contractors, agents and other third parties having access thereto, and shall pursue appropriate actions to enforce such protective provisions.
5. Warranties; Limitation of Liability; Exclusive Remedy
5.1. Ownership. OwlWorks warrants that it has the rights necessary for the grant of the rights and licenses granted by this Agreement.
5.2. Disclaimer of Warranties; Limitation of Liability. The Offering is provided to Customer “AS IS.” OwlWorks makes no warranty that all Errors have been or can be eliminated from the Offering, and OwlWorks shall not be liable or responsible for losses of any kind resulting from the use of the Offering by Customer for productive use, including any liability for business expense, machine downtime, or damages caused Licensee or Licensee’s customers by any attendant or consequent deficiency defect, Error, or malfunction. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 4.1, OWLWORKS DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE OFFERING, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY. In no event shall OwlWorks be liable to Customer for any lost profits, lost goodwill or other incidental or consequential damages resulting from use of the Offering. In no event shall OwlWorks’ cumulative liability to Customer for any and all claims relating to the Offering or otherwise arising under or related to this Agreement exceed the actual amount of fees paid by Customer for the Offering to OwlWorks during the previous 12 months under this Agreement. Liability for damages will be limited in accordance with the foregoing sentences even if any remedy provided for in this Agreement fails of its essential purposes.
5.3 Exclusive Remedy. Notwithstanding anything to the contrary set forth herein, Customer’s exclusive remedy in the event of any Error Correction in the Offering shall be for OwlWorks to make or provide an Error Correction in a timely, professional and workmanlike manner. OwlWorks shall have no obligation to provide Error Correction except upon such terms and conditions and at such rates as OwlWorks generally offers to other third parties for similar services.
6. Fees, Audit Rights; Taxes
6.1. Fees. Customer’s pricing and payment terms for a given Order are set forth in the applicable Order.
6.2. Upgrades, Releases. The fees include any upgrades, new releases or enhancements of the Offering during any period that the fees are current.
6.3. Audit Rights. The Customer must keep records relating to Offerings. At OwlWorks’ expense, OwlWorks may verify Customer’s compliance with this Agreement at any time upon 30 days’ notice.
6.4. Offering Support. OwlWorks may offer further availability and support obligations for an Offering. Such service level agreement will be made available by OwlWorks at the applicable URL or as otherwise communicated to Customer.
6.5. Payment. Customer shall pay all fees set forth in the applicable Order. All payments shall be made in the currency noted on the applicable Ordering Document within thirty (30) days of the date of the applicable electronic invoice. Except as expressly set forth herein, all fees are non-refundable once paid. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, OwlWorks will invoice you for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax.
7. Termination; Effect of Expiration or Termination
7.1. Breach. Should either party commit a material breach of any obligation hereunder, the other party may, at its option, terminate this Agreement, by 30 days’ prior written notice to the other party. Such notice shall state the material breach upon which termination is based. Except for a breach under Sections 1 and 3, termination shall not occur if such material breach is cured within such 30-day period.
7.2. Events Upon Termination. If this Agreement is terminated, then Customer immediately shall cease all uses of the Offering.
8. Indemnification
8.1. Infringement. OwlWorks hereby indemnifies, agrees to defend and holds harmless Customer from any claim that the Offering supplied hereunder infringes a patent, copyright, trade secret, or similar proprietary right of a third party, and any and all costs, expenses, damages, assessments or penalties, including reasonable attorney’s fees and court costs, incurred by the Customer in connection with such claim, provided that OwlWorks shall have the sole right to control the defense and settlement of the claim. If such claim has occurred, or in OwlWorks’ judgment is likely to occur, Customer agrees to allow OwlWorks, at OwlWorks’ option, to first procure the right for Customer to continue using and, to the extent permitted under this Agreement, to replace or modify the Offering in a functionally equivalent manner such that the Offering becomes non-infringing. If neither of the foregoing remedies is available on terms that are reasonable in OwlWorks’ judgment, then Customer, upon written request by OwlWorks, shall discontinue use of the Offering and OwlWorks shall reimburse all amounts paid to OwlWorks for the remaining subscription term with respect to Offering.
8.2. Exclusions. OwlWorks shall have no obligations under Section 6.1 of this Agreement with respect to any claim of infringement of copyright, trade secret, or similar proprietary right of a third party, to the extent such claim is based (ii) upon Customer’s modification of the Offering or (ii) the Customer’s combination, operation, or use of the Offering with programs not supplied or recommended by OwlWorks, or (iii) use of the Offering other than in the specified operating environment, or (iv) use of the Offering after termination or expiration of this Agreement.
8.3. Indemnification by Customer. Customer indemnifies, agrees to defend and holds harmless OwlWorks from any and all claims, demands, or actions asserted by any third party, and any and all costs, expenses, damages, assessments or penalties, including reasonable attorney’s fees and court costs, incurred by OwlWorks in connection therewith, that are based upon or relating to products or to services offered by Customer relating to the use of the Offering, or based on the performance or nonperformance of such services, or based upon representations or statements made by Customer its agents, or other actions of Customer or its agents, with respect to any such product or service.
8.4. Conditions. The foregoing indemnities shall be contingent upon the following: The party seeking indemnity shall give prompt written notice to the other party of any claim, demand or action for which indemnity is sought; shall fully cooperate in the defense or settlement of any such claim, demand, or action; and shall obtain the prior written agreement of the indemnifying party to any settlement or proposal of settlement (which agreement shall not unreasonably be withheld).
9. Miscellaneous
9.1. No Assertion of Rights. It is expressly understood and agreed that, as between OwlWorks and Customer, all right, title, and interest in and to the Offering (as an independent work and as an underlying work serving as a basis for any Derivative Works thereto) and any other material furnished to Customer under this Agreement vests solely and exclusively in OwlWorks, and Customer shall neither derive nor assert any title or interest in or to such items except for the rights and licenses granted under this Agreement.
9.2. Publicity. OwlWorks may identify you as an OwlWorks customer in our promotional materials. OwlWorks will promptly stop doing so upon your request sent to support@owl.works.
9.3. Independent Contractor Status. Customer is an independent contractor under this Agreement, and nothing herein shall be construed to create any partnership, joint venture, or agency relationship between the parties hereto. Customer is granted no authority under this Agreement to enter into agreements of any kind on behalf of OwlWorks, or to bind or obligate OwlWorks in any manner to any third party.
9.4. No Conflict of Interest. Customer represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. Customer represents and warrants that it has full power and authority to undertake the obligations set forth in this Agreement, and that is has not entered into any other agreement, nor will it enter into any other agreement, that would render it incapable of satisfactorily performing its obligations hereunder or that would place it in a position of conflict of interest or be inconsistent with its obligations hereunder.
9.5. Compliance With Law. Customer agrees that it shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.
9.6. Assignment. Customer shall not assign this Agreement (including, without limitation, any assignment by merger, change of control, consolidation, conversion, operation of law or sale of a majority of a party’s assets, stock or other ownership interests) without the express written consent of OwlWorks, which consent shall not be unreasonably withheld. The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
9.7. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and addressed to the appropriate party at the address noted in the Order, unless by such notice a different address shall have been designated in writing in accordance with this Section 9.7. Notice shall be deemed given and effective (i) upon delivery if delivered personally, (ii) one day after being sent by a nationally recognized overnight courier, (iii) receipt of a facsimile confirmation, if sent by facsimile with a copy sent by regular mail, or (iv) the earlier of (A) three days after being mailed by certified or registered mail, return receipt requested, postage prepaid or (B) when actually received.
9.8. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed under the laws of the State of Delaware without giving effect to its conflict of laws principles. The parties agree that any claim arising out or relating to this Agreement shall be (i) brought in the Chancery Court of Delaware or (ii) brought in or removed to the United States District Court for the District of Delaware. Each party consents to the personal jurisdiction of the courts identified above and waives (i) any objection to jurisdiction or venue or (ii) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts.
9.9. No Waiver. Neither party shall, by mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other shall neither be construed as nor constitute a continuing waiver of such breach or of other breaches of the same or any other provision of this Agreement.
9.10. Force Majeure. Neither party shall be in default if failure to perform any obligation hereunder is caused solely by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, strikes, labor disputes, and governmental demands or requirements.
9.11. Third Party Beneficiaries. This Agreement constitutes an agreement between OwlWorks and Customer, and is not intended to and will not confer any rights, remedies, obligations, or liabilities, legal or equitable, to any other person.
9.12. Survival. The provisions of Sections 4, 5, 6, 7, 8, and 9 of this Agreement shall survive the expiration or termination of this Agreement.
10.0. Definitions. When used in this Agreement, the definitions set forth in this Section shall apply to the respective capitalised terms:
10.1. “Administrators” Uniquely identified individuals who can administer an instance of the Offering, including, but not limited to, adding or removing users, managing access rights, and connecting to data sources.
10.2. “Customer” The customer organization accepting this Agreement and its affiliates, so long (and only so long) as such affiliates remain under its control (in the sense that it owns or controls, directly or indirectly, stock or other ownership interests in the affiliate representing more than fifty percent (50%) of the aggregate stock or other ownership interests entitled to vote on decisions reserved to a vote by owners of such stock or other ownership interest).
10.3. “Customer Data” Means all data, including all text, sound, software, image or video files that are provided to OwlWorks by, or on behalf of, Customer through use of the Offering. Customer Data does not include Support Data. “Support Data” means all data, including all text, sound, video, image files, or software, that are provided to OwlWorks by or on behalf of Customer (or that Customer authorizes OwlWorks to obtain from an Offering) through an engagement with OwlWorks to obtain technical support for the Offering covered under this Agreement.
10.4. “Derivative Work” A work that is based upon one or more preexisting works, such as a revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed, or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute a copyright infringement.
10.5. “Documentation” Any manuals, instructions, or other information that accompany any Offering concerning the operation and use of the Offering and the operational performance of the Offering.
10.6. “Error” A defect or mistake in the Offering that prevents the Offering from functioning.
10.7. “Error Correction” A change to the Offering that enables the Offering to function and corrects an Error. All Error Corrections developed by either OwlWorks or Customer shall be considered part of the Offering for all purposes under this Agreement.
10.8. “IP Rights” Any Patents, copyrights, trademarks, know-how, technical information, trade secrets, compatibility notices, or confidential or proprietary information, or other intellectual property rights, whether currently existing or hereafter developed or acquired, and including, but not limited to (a) service marks, trade dress, logos, and registrations and applications for registration thereof, (b) copyright registrations, applications for registrations, and moral rights, and (c) copies, reproductions, or tangible embodiments of any of the foregoing. “Patents” (as used herein) means all patents, patent applications and disclosures (including all United States, foreign, international and/or other patent rights), including, without limitation, all divisionals, continuations, substitutions, continuations-in-part, re-examinations, reissues, provisionals, additions, renewals, extensions, registrations, certificates of invention, utility models, mask work rights, and foreign counterparts and the like of such patents and patent applications.
10.9 “Offering” The software and Documentation licensed by OwlWorks or its authorized distributor or reseller.
10.10. “Open Source Products” means third party software (including open source software) and databases that are incorporated into the Offering.
10.11. “Order” means an ordering document used to transact the Offering via the Marketplace.
10.12. “OwlWorks” OwlWorks Inc., a Delaware Corporation having its principal offices at 8 The Green, Suite B, Dover, Delaware 19901.
10.13. “Users”. Uniquely identified individuals who can use and access the Offering for any purpose.