Software As a Service (SaaS) Agreement

 
 

This SaaS Agreement (the "SaaS Agreement") is entered into by and between ThingTech, LLC, a Georgia limited liability company ("ThingTech"), and the entity agreeing to these terms by signing a ThingTech Budget Proposal ("Customer") and governs Customer’s access to and use of the ThingTech Services and any related Hardware. If you are accepting on behalf of Customer, you represent and warrant that you: (i) have full legal authority to bind Customer; (ii) have read and understand the Agreement; and (iii) agree to the terms and conditions of the Agreement.

1. GENERAL

·         Capitalized Terms.  Capitalized terms used herein are defined in Section 15 of this SaaS Agreement.

·         Interpretation of Terms. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: Order Pages (in the order of newest to oldest, if conflicting), the SaaS Agreement, and the TSS Guidelines. Additionally, the use of “including” shall be read to mean “including, but not limited to”, and the use of any gendered pronouns shall be read to refer to all genders.

2 SERVICES

·         Subscription to Use. By signing, and complying with the terms and conditions of, the Agreement, Customer has the right to use the ThingTech Services for the Term, in the manner permitted by the Agreement.

·         Modifications.

o   Freedom to make changes; new terms. ThingTech may, from time to time, make commercially reasonable changes to this SaaS Agreement, the TSS Guidelines, and the ThingTech Services and related Hardware, including Updates and Upgrades, which may be issued automatically. The use of such changes may be contingent upon Customer's agreement to additional terms.

o   Which version controls. If ThingTech makes a material change to this SaaS Agreement or the TSS Guidelines, ThingTech will inform Customer. If Customer notifies ThingTech that it does not agree to such change within thirty (30) days thereof, then the previous version of the changed document will continue to apply to Customer until the end of the then-current Renewal Term. If the parties renew the Agreement at the end of such Renewal Term, the then-current version of the TSS Guidelines will apply to Customer.

3 CUSTOMER OBLIGATIONS

·         Compliance and use.

o   By Customer. Customer will not do any of the following (collectively, the “Restricted Activities”):

§  Sell, resell, or lease, the ThingTech Services to a third party (or perform activities similar thereto),

§  Attempt to reverse engineer, decompile, copy, reproduce, or replicate the ThingTech Services or any component (including, any algorithms), or knowingly permit any of the foregoing,

§  Attempt to create a substitute or similar service through use of, by accessing, or by referencing, the ThingTech Services,

§  Tamper with, harm, or modify any Hardware described in any Order Page, or use such Hardware in a manner not consistent with use suggested in ThingTech training, documentation, videos, or manuals,

§  Use the ThingTech Services for any illegal activities or fail to comply with any applicable laws,

§  Use the ThingTech Services to store or transfer any Customer Data that is controlled for export under Export Control Laws, or

§  Use a “sandbox” version of a ThingTech Service for any purpose other than testing & development.

 

 

o   By third parties. Customer will use commercially reasonable efforts to:

§  Ensure a third party does not conduct the Restricted Activities,

§  Prevent unauthorized use of the ThingTech Services,

§  Terminate any such unauthorized use, and

§  Promptly notify ThingTech of any unauthorized use of or access to the ThingTech Services.

o   Standard third party terms. By signing the Order Page, Customer agrees to the SalesForce Terms and Google Maps Terms.

Implementation. Customer must reasonably cooperate with ThingTech or its agent during any implementation activities, which cooperation is necessary to prevent the ThingTech Services from performing improperly. Examples of such cooperation include, but are not limited to, making each Vehicle available for installations for at least two (2) uninterrupted hours during Normal Business Hours at Customer’s site.

Third Party Requests. Customer is responsible for responding to all requests from a third party to Customer, or, if a records request relates to the ThingTech Services or any data generated thereby, promptly forwarding to ThingTech.

Asset-tracking. If Customer has purchased a subscription to an asset-tracking ThingTech Component, Customer, on behalf of itself and its End Users, agrees that ThingTech Components may obtain End Users' location in the manner specified in the product description for such ThingTech Component. Customer may revoke this consent at any time.

 

4 TECHNICAL SUPPORT SERVICES, SERVICE LEVEL, AND WARRANTY

·         ThingTech Services. ThingTech will make the ThingTech Services available and support the ThingTech Services pursuant to the TSS Guidelines. Customer is solely responsible for responding to and resolving all questions and issues in any way connected the use of hardware devices not supplied by ThingTech. If Customer is reasonably dissatisfied with the support provided for, or hosting of, the ThingTech Services, Customer may exercise the options set forth in Section 10 as its sole remedy. The ThingTech Services do not, and are not intended to, replace any software except software which performs activities stated as being performed by such ThingTech Services in official ThingTech documentation.

·         Third Party Components. The ThingTech Components make use of various third party components. ThingTech does not warrant any providers of such third party components, or any of their products or services. Customer agrees that Customer will look solely to such provider for recovery if Customer suffers any damage, loss, or injury arising out of a third party component provided by such provider.

·         Hardware Warranty.

o   Warranty scope and process.

§  ThingTech warrants, for a period of one (1) year from shipment of Hardware (“Warranty Period”), which period will not be extended by any Hardware repair or replacement, that it will repair or replace, at its discretion, Hardware, or Hardware installations by ThingTech, which have Defects, provided that Customer delivers proper notification to ThingTech during the Warranty Period.

§  Such warranty shall not apply to Hardware that ThingTech reasonably determines: has evidence of a broken seal, does not have Defect(s), or is not functioning properly as a result of (a) Customer’s Improper Use or (b) a Force Majeure Condition; OR Hardware installations performed by a party other than ThingTech or its designated installer.

§  If Customer believes a Defect has occurred, Customer will: work in good faith with ThingTech’s Support Team to evaluate, troubleshoot and test any Hardware that appears to have a Defect, and if the Support Team determines that the Hardware appears to have a warranted Defect requiring ThingTech’s physical intervention: uninstall the affected Hardware, attach the Return Material Authorization Number (“RMA”) assigned by the Support Team in a clearly visible location on a package that includes the affected Hardware, and, return such Hardware, securely packaged, to the address designated by ThingTech for repair with the assigned RMA clearly visible on each shipping form and carton.

§  Hardware returned to ThingTech for repair under warranty that ThingTech reasonably determines not to be covered by this warranty will be charged to Customer at a flat, reasonable diagnostic/repair rate established by ThingTech. Repair services for Hardware that is outside the Warranty Period may not be available and replacement may be required.

o   Warranty limitation. TO THE EXTENT PERMITTED BY LAW, THINGTECH MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, SUCH AS WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT, AND SHALL HAVE NO RESPONSIBILITY FOR REPAIR OR OTHER LIABILITY FOR HARDWARE (INCLUDING LICENSED TECHNOLOGY EMBEDDED THEREIN) NOT MANUFACTURED BY OR SOLD BY THINGTECH.

o   Breach. Other than the termination provisions described in Section 10, Customer's sole remedies if ThingTech breaches this warranty are, at ThingTech’s choice:

§  Repair the Hardware or have it repaired,

§  Replace the Hardware at no cost to Customer, or

§  Refund Customer the purchase price of the Hardware.

 

5 CONFIDENTIAL INFORMATION

§  Obligations. Each party will:

o   protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information, and

o   not disclose the Confidential Information except to Affiliates, employees and agents who need to know it and who have previously agreed in writing to keep confidential such party’s sensitive and/or confidential information.

Each party (and any Affiliates' employees and agents to whom such party has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this SaaS Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.

§  Exceptions. Confidential Information does not include information that:

o   the recipient of the Confidential Information already knew, but only if tangibly documented,

o   becomes public through no fault of the recipient,

o   was independently developed by the recipient with no reference to the documented formulations of the disclosing party, including, without limitation, designs, processes, formulas, statistics provided by third parties as compiled by the disclosing party, products, algorithms, source code, firmware, and middleware, or

o   was rightfully given to the recipient by another party.

§  Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible:

o   uses commercially reasonable efforts to notify the other party; and

o   gives the other party the chance to challenge the disclosure.

§  SalesForce Notice. Customer Data may be transmitted outside SalesForce’s system. When a Customer Data transmission of this nature occurs, SalesForce is not responsible for the privacy, security, or integrity of such Customer Data.

 

6 INTELLECTUAL PROPERTY RIGHTS

Except as expressly stated herein, the Agreement does not grant either party any rights to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and ThingTech owns all Intellectual Property Rights in the ThingTech Services.

7 PUBLICITY

Customer agrees, with respect to publicity and subject to Section 6 (Intellectual Property Rights), that:

o   ThingTech may include Customer or its Brand Features in a list of customers, online, or in promotional materials, and

o   ThingTech may verbally reference Customer as a customer of the ThingTech Services.

Customer may revoke ThingTech’s right to use its Brand Features after written notice to ThingTech and a reasonable period to stop the use.

8 DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY OR ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR EMPLOYEE OF EITHER PARTY, MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. NEITHER THINGTECH NOR ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR EMPLOYEE OF THINGTECH MAKES ANY REPRESENTATION OR WARRANTY ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE THINGTECH SERVICES.

 

9 TERM

§  Agreement Term. The Agreement, and the right to receive the ThingTech Services, will remain in effect for the Term.

§  Trial Term. The “Trial Term” for any ThingTech Service shown on any Order page runs for the “Trial Term” period stated on the applicable Order Page, beginning on the date of activation of a ThingTech Service.

§  Initial Term. The “Initial Term” for any ThingTech Service shown on any Order page runs for the “Initial Term” period stated on the applicable Order Page, beginning on the date of activation of a ThingTech Service, or, if an Order Page indicates a Trial Term for a ThingTech Service, the expiration of the Trial Term for such ThingTech Service.

§  Auto-Renewal and Renewal Term.

o   General. At the end of the Initial Term and each Renewal Term, each ThingTech Service will automatically renew for an additional term of twelve (12) months (each such renewal term, a “Renewal Term”) with no action required by either party.

o   Election not to renew. If either party does not want the ThingTech Services to renew, then such party will provide the other party written notice to this effect at least forty five (45) days prior to the end of the then current Initial Term or Renewal Term, as applicable. Such notice of non-renewal will be effective upon the conclusion of the then-current Initial Term or Renewal Term, as applicable.

o   No cancellation during Term. Customer may only reduce the number of ThingTech Services in its notice of non-renewal, but at no other time, during the Initial Term or a Renewal Term.

o   Revising Rates. ThingTech may reasonably revise its rates for any ThingTech Services by providing Customer written notice at least thirty (30) days prior to the start of a Renewal Term, with reasonable, documented justification.

 

10 TERMINATION

§  Termination for Breach. Either party may suspend performance or terminate the Agreement if:

o   the other party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice of such breach, or, if such breach is not capable of cure within thirty (30) days, the breaching party has not commenced to cure such breach within thirty (30) days after receipt of written notice of such breach, or

o   the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.

§  Effects of Termination. If the Agreement terminates, then:

o   the rights granted by each party to the other will cease immediately,

o   Customer will promptly ship all Hardware by nationally recognized carrier to an address specified by ThingTech, with Customer solely responsible for the costs of such shipping, and

o   upon request, each party will promptly use commercially reasonable efforts to return or destroy all Confidential Information of the other party in such party’s possession.

 

11 PAYMENT

§  Payment. All payments for the “ThingTech Services” and “Additional Services” specified on an Order Page, are

o   due in U.S. dollars unless otherwise indicated on an Order Page or an invoice,

o   for an Initial Term, due from Customer in the amounts, and according to the payment timeline, set forth in the Terms and Conditions section of such Order Page, and

o   for a Renewal Term, due from Customer in the amounts shown on the applicable invoice Customer receives, within thirty (30) days after the date such Renewal Term begins.

§  Additional Expenses. If ThingTech is billed for any expenses related to Customer’s use of the ThingTech Services, including cellular overages and Unauthorized SalesForce User charges, Customer shall pay ThingTech for such expense within thirty (30) days of receiving ThingTech’s invoice for such expense.

§  Declined payments.  Notwithstanding anything to the contrary, if any form of payment by Customer (including credit card charges) is declined, ThingTech may immediately disable or cancel the ThingTech Services in its sole discretion.

§  Delinquent payments. Delinquent payments may bear interest at the rate of one-and-one-half percent (1.5%) per month (or the highest legal rate if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) actually incurred by ThingTech in collecting such delinquent amounts, except where such delinquent amounts are due to ThingTech's billing inaccuracies. Notwithstanding anything to the contrary, if Customer is delinquent in paying any amount due under the Agreement more than three (3) times in any calendar year, ThingTech may immediately disable or cancel the ThingTech Services in its sole discretion.

§  Taxes. Customer is responsible for collecting, withholding, reporting, and remitting any Taxes to the appropriate tax authority, and Customer will pay ThingTech for the ThingTech Services without any reduction for Taxes. If for any reason, ThingTech is obligated to collect or pay Taxes related to the ThingTech Services, the Taxes will be invoiced to Customer, unless Customer provides ThingTech with a valid tax exemption certificate authorized by the appropriate taxing authority. ThingTech is not obligated to, nor will it determine, whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction.

12 INDEMNIFICATION

§  By Customer. Customer will indemnify, defend, and hold harmless ThingTech from and against all liabilities, damages, losses, expenses, and costs (including reasonable attorneys' fees actually incurred) arising out of a third party claim regarding:

o   Customer Data, use of the Customer Data, or output of ThingTech Services based on inaccurate Customer Data (including End User errors and errors by Customer’s assets), and

o   Customer Brand Features infringing or misappropriating intellectual property of a third party.

§  By ThingTech. ThingTech will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, losses, expenses, and costs (including reasonable attorneys' fees actually incurred) arising out of a third party claim that ThingTech's technology used to provide the ThingTech Services infringe or misappropriate any patent or trade secret of such third party. Notwithstanding the foregoing, in no event shall ThingTech have any obligations or liability under this Section arising from:

o   use of any ThingTech Services or ThingTech Brand Features in a modified form or in combination with materials not furnished by ThingTech, or

o   any content, information or data provided by Customer, End Users, or other third parties.

§  Possible Infringement.

§  Repair, Replace, or Modify. If ThingTech reasonably believes the ThingTech Services infringe a third party's Intellectual Property Rights, then ThingTech will: (a) obtain the right for Customer, at ThingTech's expense, to continue using the ThingTech Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the ThingTech Services so that they no longer infringe.

§  Suspension or Termination. If ThingTech does not believe the foregoing options are commercially reasonable, then ThingTech may suspend or terminate Customer's use of the impacted ThingTech Services. If ThingTech terminates the impacted ThingTech Services, then ThingTech will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such ThingTech Services.

§  General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that:

o   any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed, and

o   the other party may join in the defense with its own counsel at its own expense.

THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

13 DISPUTES; LIMITATION OF LIABILITY

§  Referral of Disputes. If the parties have a dispute related to the Agreement, then prior to commencing any mediation, litigation, or arbitration, the points of contact between the parties shall refer such dispute to a person within each party bearing responsibilities comparable to that of a Vice President within an organization, in order to arrive at a resolution.

§  Limitation on Indirect Liability. NEITHER PARTY NOR ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR EMPLOYEE OF EITHER PARTY, WILL BE LIABLE UNDER THE AGREEMENT FOR LOST REVENUES, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE OR THE PARTY WAS NOTIFIED OF SUCH DAMAGES, AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

§  Limitation on Amount of Liability. THINGTECH MAY NOT BE HELD LIABLE UNDER THE AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO THINGTECH HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

§  Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of use restrictions set forth in Section 3, breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.

14 MISCELLANEOUS

§  Notices. Unless specified otherwise herein,

o   all notices must be in writing and addressed to the attention of “VP of Finance” at the ThingTech address listed on the initial Order Page related to the Agreement, and

o   notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (b) when verified by automated receipt or electronic logs if sent by email.

§  Assignment and Change or Control. Customer may not assign or transfer any part of the Agreement without the written consent of ThingTech, except that, if a change of control occurs (including a sale or merger), the party experiencing the change of control may ensure the Agreement remains in full force and effect by providing written notice to the other party within thirty (30) days after the change of control.

§  Force Majeure. Neither party will be liable for inadequate performance if caused by a Force Majeure Condition.

§  No Waiver; Severability.

o   Failure to enforce any provision of the Agreement will not constitute a waiver of any other provision.

o   If any provision of the Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

§  No Agency and No Third-Party Beneficiaries. The parties are independent contractors. The Agreement does not create any agency, partnership or joint venture. There are no third-party beneficiaries to the Agreement.

§  Government Flow-Downs. Notwithstanding anything to the contrary, due to the nature of ThingTech’s agreement with its mapping provider, ThingTech cannot and does not agree to any government flow-down provisions, including Federal Acquisition Regulations, codified at Title 48, Chapter 1 of the United States Code of Federal Regulations.

§  Equitable Relief; Governing Law.

o   Nothing in the Agreement will limit either party's ability to seek equitable relief.

o   The Agreement is governed by Georgia law, excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN FULTON COUNTY, GEORGIA.

§  Survival. The following sections will survive expiration or termination of the Agreement: Section 3, 5-7, and 11-14.

§  Entire Agreement; Amendments.

o   The Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.

o   Any amendment must be in writing, signed by both parties, and state that it is amending the Agreement.

§  Counterparts. The parties may enter into the Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

15 DEFINITIONS

§  “Agreement” means the binding agreement between Customer and ThingTech, comprised of:

o   any Order Page referencing this SaaS Agreement,

o   this SaaS Agreement,

o   the TSS Guidelines, and

o   any terms, conditions, or descriptions referenced in any of the foregoing documents, including the SalesForce Terms and the Google Maps Terms.

§  "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

§  "Brand Features" means the distinctive features of a party, including tradenames, trademarks, servicemarks & logos.

§  "Confidential Information" means information disclosed by a party to the other party under the Agreement that is marked as confidential or would normally be considered confidential under the circumstances.

§  "Customer Data" means data provided, generated, or transmitted by an End User or Customer asset via the ThingTech Services.

§  “Defect” means a material defect caused by defective material or workmanship resulting in a failure of the Hardware to substantially conform to the specifications provided in user documentation.

§  "End Users" means the individual human end users that Customer permits to use the ThingTech Services.

§  "Export Control Laws" means all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control.

§  “Force Majeure Condition” means any condition or event beyond a party’s reasonable control, including natural disaster, act of terrorism, labor condition, and Internet disturbance.

§  “Google Maps Terms” means, collectively, the approximately three-page Google Maps Terms of service located at https://maps.google.com/help/terms_maps.html, the approximately one-page Google Maps Acceptable Use Policy located at https://www.google.com/work/earthmaps/legal/universal_aup.html, and the Legal Notices for Google Maps located at http://maps.google.com/help/legalnotices_maps.html

§  “Hardware” means devices that ThingTech supplies in connection with “ThingTech Components” on an Order Page, but does not include ancillary devices such as fuses.

§  “Improper Use” means (1) use of a ThingTech Service, or in the case of Hardware, use, storage or treatment of a Hardware device that could reasonably be foreseen as resulting in, or (2) conditions occurring to a Hardware device that result in: defects to such ThingTech Service or Hardware device, including (a) improper operation, (b) any combination, operation or use with equipment, software, services, technologies or processes not furnished or approved by ThingTech; (c) harmful exposure to corrosive or other chemicals, electric shock, excessive temperature, impact or vibration, water, weather conditions or other elements; (d) involvement in any Force Majeure Condition; and (e) tampering, alteration, improper Installation, or repair by any party other than one authorized by ThingTech.

§  "Initial Term" has the meaning set forth in Section 9.

§  "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

§  "Order Page" means the original Order Page that Customer and ThingTech sign, and any subsequent Order Page between the parties with a contract number equal to the contract number of the original Order Page.

§  "Renewal Term" has the meaning set forth in Section 9.

§  “SalesForce” means salesforce.com and its online, web-based service and other designated websites, including associated offline components and Salesforce-branded native applications.

§  “Salesforce Terms” means the standard SalesForce terms and conditions governing end users of services provided by ThingTech, which are required for ThingTech to provide the ThingTech Services to Customer, located at http://go.ThingTech.com/salesforce-terms.

§  “Support Team” has the meaning described in the TSS Guidelines.

§  "Taxes" means any duties, customs fees, or taxes (other than ThingTech's income tax) associated with the provision of the ThingTech Services, including any related penalties or interest.

§  "Term" means the term beginning on the Effective Date and ending on the last day of the last Renewal Term, unless the Agreement is terminated earlier, in which case, the Term shall end on the date of such termination.

§  “ThingTech Components” means the “ThingTech Components” described on an applicable Order Page.

§  "ThingTech Services" means

o   the ThingTech Components, in the amounts, described on an applicable Order Page,

o   all features related to such ThingTech Components,

o   all help and training documentation provided under this SaaS Agreement in support of the ThingTech Components,

o   any services, which ThingTech provides under this SaaS Agreement related to the foregoing, but not including “Additional Services” shown on the Order Page.

§  “Trial Term” has the meaning described in Section 9.

§  "TSS" means the technical support services provided to Customer during the Term pursuant to the TSS Guidelines.

§  "TSS Guidelines" means ThingTech's technical support services guidelines located at: http://go.ThingTech.com/technical-support-and-sla

§  “Unauthorized SalesForce User” means, for any ThingTech Component which is provided on a per-user basis, an End User that exceeds the number of Order Page “User” Units permitted for such ThingTech Component.

§  “Update” means maintenance of, or a fix to, a version of a ThingTech Service or Hardware, including, but not limited to: a hot fix, patch, or enhancement, none of which function as a standalone ThingTech Service or other software package and which do not have an additional cost for any existing Customer.

§  “Upgrade” means a major, standalone version of a ThingTech Service or Hardware-related software, which may include additional applications, features, or functionality for a ThingTech Service.