M2A Customer Agreement
This M2A Customer Agreement (this “Agreement ”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between M2A Media Limited (also referred to as “M2A ,” “we,” “ us,” or “our ”) and you or the entity you represent (“you” or “ your”). This Agreement takes effect when you click an “I Accept” button or checkbox presented with these terms or, if earlier, when you use any of the Service Offerings or the date specified in any Statement of Work or Quote (the “ Effective Date”).
Where this Agreement is incorporated and made applicable to any Statement of Work or Quote (as defined below), the Statement of Work or Quote (as applicable) form a part of this Agreement and, except to the extent specified in the Statement of Work or Quote, the terms of this Agreement will apply to that Statement of Work or Quote.
A list of the defined terms used in this Agreement is included at Section 14.
1. Use of the Service Offerings.
1.1 Provided that you comply with the terms of this Agreement and all M2A rules and regulations applicable to your use of the Service Offerings,you may access and use the Service Offerings during the Term in accordance with this Agreement.
1.2 Each End User will be permitted under this Agreement to use the Service Offerings subject to and in accordance with the terms of the EULA. You will take all reasonable steps to ensure the compliance of each End User with the EULA, and agree that you will be liable under this Agreement for any breach by any End User of the terms of the EULA.
2. Changes to the Services.
2.1 Notification of any changes. We may change or discontinue any of the Services from time to time. We will provide you at least 12 months prior notice if we discontinue material functionality of a Service that you are using, or materially alter a customer-facing API that you are using in a backwards-incompatible fashion, except that this notice will not be required if the 12-month notice period (a) would pose a security or intellectual property issue to us or the Services, (b) is economically or technically burdensome, or (c) would cause us to violate our legal obligations. Where the 12-month notice period is not required, we will give you as much notice as possible of any changes to any Service.
2.2 Maintenance. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services (“ Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.
3. Security and Data Privacy.
3.1 M2A Security. Without affecting Section 10, or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
3.2 Data Privacy. You may specify the AWS Regions in which Your (and Your End Users’)Content will be stored. You consent to the storage of Your (and Your End Users’) Content in, and transfer of it into, the AWS Regions you select. Except to the extent required for us to comply with any applicable law or binding order of a governmental body:
(a) we will not access or use Your or Your End Users’ Content except as necessary to maintain or provide the Service Offerings;
(b) we will not disclose Your or Your End Users’ Content to any government or third party;
(c) except in accordance with Section 3.3, we will not move Your Content from the M2A regions selected by you;
Where we are required to comply with any legal requirement or binding order in relation to our obligations under this Section 3.2, where permitted under the applicable law we will give you notice of that legal requirement or order.
3.3 Service Attributes. To provide billing and administration services, we may process Service Attributes in the AWS Region(s) where you use the Service Offerings and the AWS Regions in the United Kingdom. To provide you with support services initiated by you, or to investigate fraud, abuse or violations of this Agreement, we may process Service Attributes in any country where we maintain our support and investigation personnel.
4. Your Responsibilities.
4.1 Your Cloud Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible and liable for all activities that occur under your Cloud Account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible or liable for unauthorized access to your Cloud Account.
4.2 Content. You must ensure that all Content (whether your Content or your End User’s Content) and your and End Users’ use of any Content or the Service Offerings will not violate the Acceptable Use Policy or any applicable law, and will not infringe any third party intellectual property rights. You are solely responsible for the development, content, operation, maintenance, and use of all Content.
4.3 Your End Users. You are liable for all actions of End Users under this Agreement and the EULA, and any other persons that you permit, assist or facilitate to access or use any of the Service Offerings. You are responsible for End Users’ use of Your Content, and for all User End Content. If you become aware of any violation of your obligations under this Agreement or the EULA caused by an End User, you will immediately suspend that End User’s access to Your Content and the Service Offerings. We do not provide any direct support or services to End Users unless we have entered into a separate agreement with you or an End User obligating us to provide such support or services.
5. Fees and Payment.
5.1 Service Fees. Unless otherwise specified in any SOW signed and agreed between us, we will invoice you in advance for the fees as set out in the Quote. You will pay us the applicable fees and charges by electronic bank transfer in pounds sterling.
5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, or other charges) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you under this Agreement are exclusive of Indirect Taxes. We may charge, and you agree to pay, applicable Indirect Taxes that we are legally obligated or authorized to collect from you.
6. Temporary Suspension.
6.1 Our right to suspend Service Offerings. We may suspend your, or any End User’s, right to access or use all, or any part of, the Service Offerings immediately if we determine that:
(a) your, or any End User’s, use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other M2A customer, (iii) could subject us, our affiliates, or any third party, to liability, or (iv) could be fraudulent;
(b) you are in breach of your payment obligations under Section 5;
(c) you are, or any End User is, otherwise in breach of this Agreement;
(d) you are subject to any Insolvency Event.
We will notify you of any such suspension as soon as reasonably practicable, setting out the reasons for the suspension and any actions required to end the suspension. 6.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings under this Section 6, you remain responsible for all fees and charges you incur during the period of suspension.
7.1 Term. The term of this Agreement will commence on the Effective Date and will continue until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2 (or, if applicable, Section 12.2).
7.2 Termination. In addition to the the termination rights set out elsewhere in this Agreement:
(a) Termination at end of Term. This Agreement will terminate at the end of the Term . If no fixed Term has been specified in a SOW or Quote, this Agreement may be terminated by either party by giving 3 months’ prior notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if at any time we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates, or requires us to materially change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.
7.3 Effect of Termination.
(a) Generally. Upon the Termination Date:
(i) except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate;
(ii) you remain liable for all fees and charges you have incurred through the Termination Date and are responsible for paying any fees and charges you incur during the post-termination period described in Section 7.3(b);
(iii) Sections 4.1, 5, 7.3, 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms, despite the termination of the Agreement.
(b) After Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 30 days following the Termination Date:
(i) we will not take action to remove from the M2A systems any of Your Content as a result of the termination; and
(ii) we will allow you to retrieve Your Content from the Services, provided that you have paid all amounts due under this Agreement.
For any use of the Services (or where costs are incurred by us for your benefit) after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5.
8. Proprietary Rights.
8.1 Your Content. Except as provided in this Section 8, we will obtain no rights under this Agreement from you (or your licensors) to Your Content. Under this Agreement, you grant to us for the Term a worldwide, royalty-free, non-exclusive licence, in any territory in which you access and use the Service Offerings, to use Your Content solely to provide the Service Offerings to you and any End Users.
8.2 Adequate Rights. You confirm to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the licence to us in Section 8.1, and all other rights contemplated by this Agreement; and (c) none of Your Content, or your End Users’ use of Your Content or the Service Offerings, will violate the Acceptable Use Policy or the intellectual property rights of any third party.
8.3 Service Offerings Licence. We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use the M2A Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.3, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Some M2A Content and Third-Party Content may be provided to you under a separate licence. In the event of a conflict between this Agreement and any separate licence, the separate licence will prevail with respect to the M2A Content or Third-Party Content that is the subject of such separate licence.
8.4 Licence Restrictions. You will, and shall procure that each End User will, use the Service Offerings in with the Acceptable Use Policy, and not in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to, (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings.
8.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
9.1 You indemnify us. You will indemnify us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against third-party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your Cloud Account and use by your employees and personnel); (b) any breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) any dispute between you and any End User. You will reimburse us for our reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.
9.2 Intellectual Property Indemnities.
(a) Subject to the limitations in this Section 9.2, M2A will indemnify you and your employees, officers, and directors against any Losses arising out of or relating to any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights.
(b) Subject to the limitations in this Section 9.2, you will indemnify M2A, its affiliates, and their respective employees, officers, and directors against any Losses arising out of or relating to any third-party claim alleging that any of Your Content, or any End User Content infringes or misappropriates that third party’s intellectual property rights.
(c) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Content, as applicable, with any other product, service, software, data, content or method. In addition, M2A will have no obligations or liability arising from your or any End User’s use of the Services after M2A has notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
(d) For any claim covered by Section 9.2(a), M2A will, further to any final judgment of a competent court that any part of M2A’s Services infringes the intellectual property rights of any third party and at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing equivalent alternative ; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.
9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
9.4 Insurance. You must obtain a commercially-reasonable level of insurance in respect of your liabilities under this Agreement, and provide proof of such insurance to us promptly on request.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, EXCEPT AS SET OUT IN THIS AGREEMENT WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
11. Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. Modifications to the Agreement.
12.1 Notice of Agreement modification. Where we need to make commercially reasonable changes to the terms of this Agreement, we will give you at least 60 days’ written notice of the changes by emailing to you the updated Agreement.
12.2 Your right to terminate. If you do not accept the terms of the modified Agreement, you may end your Agreement with us by giving us 30 days’ written notice, and the existing version of the Agreement will continue to apply until the date of termination. If you do not give us notice of termination within the 60-day notice period, you will be bound by the updated terms of the Agreement.
12.3 Refund on termination. If you choose to terminate the Agreement subsequent to receiving notification of modification of the Terms in accordance with Section 12.3 (and not for any other reason), we will (provided you have complied with all of your obligations under this Agreement) refund you on a pro rata basis for any fees paid in advance in respect of any period falling after the Termination Date.
13.1 Assignment. Other than in accordance with the remainder of this Section 13.1, you will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent (which we may not unreasonably withhold). Any assignment or transfer in violation of this Section 13.1 will be void. Either party may assign this Agreement without consent (a) in connection with a merger, acquisition or sale of all or substantially all of its assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for the assignor as a party to this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
13.2 Entire Agreement. This Agreement is the entire agreement between you and us regarding its subject matter. If the terms of this Agreement are inconsistent with the terms contained in any Policy, the terms contained in this Agreement will control, except that any SOW will control over this Agreement.
13.3 Force Majeure. We and ourAffiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.4 Governing Law. This Agreement shall be governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.
13.5 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations.You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority.
13.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be interpreted as creating a partnership, joint venture, agency, or employment relationship between us or any third party. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
13.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
13.9 Confidentiality and Publicity. Each party will use Confidential Information of the other only in connection with the Service Offerings as permitted under this Agreement. Neither party will disclose any Confidential Information of the other during the Term or at any time during the 5-year period following the end of the Term. Each party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information of the other, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.
13.10 Notice/– All notices under this Agreement must be given by e-mail sent to:
for M2A: firstname.lastname@example.org; and
for you: the email specified for notice on any applicable SOW or Quote, or, if not applicable, any email address you provide to us during the course of your entering into this Agreement.
Notices willl be deemed validly given on the date that the email is received. However, if the time of deemed receipt of any notice is not before 5.30 p.m. local time on a Business Day at the address of the recipient, it will be deemed to have been received at 9.00 a.m. on the next Business Day.
13.11 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
13.13 No Waivers. Any failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of that provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
13.14 Severability. If any part of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. Any invalid or unenforceable part will be interpreted as far as possible to the effect and intent of the original part. If such construction is not possible, the invalid or unenforceable part will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
In this Agreement:
“Acceptable Use Policy ” means the policy located at m2amedia.tv/acceptableusepolicy/ (and any successor or related locations designated by us), as updated by us from time to time.
“Account Country ” is the country associated with your account. If you have provided a valid tax registration number for your account, then your Account Country is the country associated with your tax registration. If you have not provided a valid tax registration, then your Account Country is the country where your billing address is located, except if your credit card account is issued in a different country and your contact address is also in that country, then your Account Country is that different country.
“Account Information ” means information about you that you provide to us in connection with the creation or administration of your M2A account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your M2A account.
“API ” means an application program interface.
“AWS” means Amazon Web Services, or any alternate supplier of Cloud services.
“AWS Region ” means a geographic region (as designated by AWS) from which it operates its Cloud services, and in the case of an alternate supplier means the region that supplier designates.
“Cloud Account ” means an account with M2A or AWS or other Cloud access provider associated with a valid email address enabling access to the Services via the Cloud specified in the statement of work.
“Cloud ” means the cloud computing services made available by AWS (or equivalent supplier) enabling M2A to operate the M2A Cloud Platform through the internet on behalf of its clients.
“Confidential Informatio n” means all nonpublic information disclosed by either party, their affiliates, business partners or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to the disclosing party its affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that the disclosing party is obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between the parties. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the receiving party without reference to the Confidential Information.
“Content ” means any software (including machine images), data, text, audio, video or images uploaded, stored, transmitted or otherwise processed using any Service Offerings.
“Documentation ” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at http://docs.m2amedia.tv/ (and any successor or related locations designated by us), as such user guides and admin guides may be updated by M2A from time to time.
“End User ” means any individual or entity that you request M2A to grant access to the Service Offerings under your account, on the terms of the EULA. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own M2A account, rather than under your account.
“EULA” means the end user licence agreement with M2A under which End Users access the Service Offering under this Agreement, the current version of which is at m2amedia.tv/M2AcloudplatformEULA/.
“Indirect Taxes ” means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
“Insolvency Event” means that a party has: ceased to operate in the ordinary course of its business; made an assignment for the benefit of its creditors or similar disposition of its assets; or has become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
“Losses ” means any claims, damages, losses, liabilities, costs, and expenses.
“M2A Content” means Content we or any of our affiliates make available in connection with the Services or on the M2A Site to allow access to and use of the Services, including APIs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). M2A Content does not include the Services or Third-Party Content.
“M2A Contracting Party” means M2A Media Limited of Studio 119, The Record Hall, Baldwin’s Gardens, London EC1N 7RJ..
“M2A Marks” means any trademarks, service marks, service or trade names, logos, and other designations of M2A and its affiliates that we may make available to you in connection with this Agreement.
“Quote ” means the quote for your use of the Service Offerings under this Agreement, setting out the applicable fees, Term, and any other relevant terms, as provided to you in writing by M2A, and as accepted by you on entering into this Agreement. Where two or more Quotes are provided to you prior to the Effective Date, unless otherwise agreed by M2A, the last Quote provided to you on or prior to the Effective Date will apply to this Agreement.
“Service ” means each of the services made available by us or our affiliates, including any as may be specified in a SOW. Services do not include Third-Party Content.
“Service Attributes ” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
“Service Offerings ” means the Services (including associated APIs), the M2A Content, the M2A Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.
“Statement of Work ” or “SOW” means an order for the supply of Services agreed between the parties in a separate document expressed to be subject to this Agreement (subject to any modifications contained therein) and signed by the parties to this Agreement.
“Suggestions ” means all suggested improvements to the Service Offerings that you provide to us.
“Term ” means the term of this Agreement as specified in the applicable SOW or Quote .
“Termination Date ” means the effective date of termination provided in accordance with Section 7 or Section 12.2, in a notice from one party to the other.
“Third-Party Content ” means Content made available to you by any third party on the M2A Site or in conjunction with the Services.
“Your Content ” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your M2A account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any End User stores in Amazon Simple Storage Service. Your Content does not include Account Information.