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Definitions

Capitalized terms used but not defined in the Terms and Conditions of Hona Software, Inc. or an accompanying Sales Order shall have the meanings given to such terms in this Definitions Exhibit. References to any “Sections” herein shall be references to the various Sections in the Terms and Conditions. 

"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. 

"Agreement" is a collective reference to the Sales Order and these Terms and Conditions by and between Provider and Customer. 

"Authorized Users" means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

"Availability Requirement" has the meaning set forth in Section 5.1

"Available" has the meaning set forth in Section 5.1. 

“Business Days” means Monday – Friday and excludes holidays and weekends. 

“Business Hours” means 9 a.m. to 5 p.m. on Business Days.

“Case” shall be interpreted as broadly as possible and means any individually identifiable litigation, arbitration, mediation, or other Customer matter of any kind for which the Customer uses the Provider Systems and Services. 

“Case Fees” means those fees relating to the number of Cases for which Customer can use the Provider Systems and Services. 

“Case Overage Fees” means the fee(s) charged to Customer for exceeding the then-current Case Tier Limit. The Case Overage Fees will be calculated on a pro-rata basis by (i) subtracting the total annual Case Tier Price previously applicable to Customer from the newly applicable annual Case Tier Price (the “Case Tier Price Difference”), and (ii) multiplying the Case Tier Price Difference by a fraction where the numerator is the number of days remaining in the then-current term (Initial Term or Renewal Term) and the denominator is the total number of days in the then-current term. 

“Case Tiers” means the following: 

  • From 1 – 2,500 Cases, a new Case Tier will begin every 250 Cases. 

    • Example: 

      • 1 - 250 Cases 

      • 251 - 500 Cases = next tier  

  • From 2,501 – 5,000 Cases, a new Case Tier will begin every 500 Cases.  

    • Example: 

      • 2,501 - 3,000 Cases 

      • 3,001 - 3,500 Cases = next tier 

  • From 5,001 – 10,000 Cases, a new Case Tier will begin every 1,000 Cases. 

    • Example:

      • 5,001 - 6,000 Cases 

      • 6,001 - 7,000 Cases = next tier 

  • From 10,001 – 20,000 Cases, a new Case Tier will begin every 2,500 Cases. 

    •  Example

      • 10,001 – 12,500 Cases

      • 12,501 – 15,000 Cases = next tier

  • From 20,001 Cases – 50,000 Cases, a new Case Tier will begin every 5,000 Cases. 

  • After 50,001 Cases, a new Case Tier will begin every 10,000 cases. 

“Case Tier Limit” means the maximum number of Cases allowed in each Case Tier. 

“Case Tier Price” means the Case Fees applicable to each Case Tier. The Case Tier Price for each successive Case Tier will increase, unless stated otherwise in the Sales Order, by $150.00 per month (or $1,800.00 annually). 

“Commencement Date” means the date on which a Renewal Term commences. 

"Confidential Information" has the meaning set forth in Section 9.1. 

"Customer" means the Person identified as the Customer on the Sales Order. 

"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

"Customer Failure" has the meaning set forth in Section 4.2.

"Customer Indemnitee" has the meaning set forth in Section 12.1. 

“Customer’s Payment Method” means Customer’s credit card, debit card, or bank account that Customer has provided to Provider and agreed can be automatically billed by Provider pursuant to the terms of this Agreement.  

"Customer Systems" has the meaning set forth in Section 7.2. 

"Disclosing Party" has the meaning set forth in Section 9.1. 

"Documentation" means any manuals, instructions, or other documents or materials that Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Effective Date" means the Term Start Date as set forth in the Sales Order. 

"Exceptions" has the meaning set forth in Section 5.1 

“Excess User Fees” means the fee(s) charged to Customer for exceeding the then-current User Tier Limit. The Excess User Fees will be calculated on a pro-rata basis by (i) subtracting the total annual Unit Tier Price previously applicable to Customer from the newly applicable annual Unit Tier Price (the “Unit Tier Price Difference”), and (ii) multiplying the Unit Tier Price Difference by a fraction where the numerator is the number of days remaining in the then-current term (Initial Term or Renewal Term) and the denominator is the total number of days in the then-current term. 

"Fees" is a collective reference to the Sales Order Fees, the Excess User Fees, the Case Overage Fees, the Text Overage

Fees, and any and all other charges, expenses, or costs identified in these Terms and Conditions. 

"Force Majeure Event" has the meaning set forth in Section 15.12.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device. 

"Indemnitee" has the meaning set forth in Section 12.3. 

"Indemnitor" has the meaning set forth in Section 12.3.  

"Initial Term" has the meaning set forth in Section 14.1. 

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any (i) inventions and discoveries (whether or not patentable or reduced to practice), patents, patent applications, invention disclosures and statutory invention registrations, (ii) trademarks, domain names, uniform resource locators, mobile apps and websites (iii) published and unpublished works of authorship, whether copyrightable or not, including websites, software programs, programming material and jingles, copyrights therein and thereto, registrations, applications, renewals and extensions therefor and thereof, and any and all rights associated therewith, email addresses, phone and fax numbers, marketing materials, business names, source codes, object codes, computer software programs, databases, (iv) trade secrets, know-how, invention rights, methods, designs, processes, procedures and technology, (v) rights of privacy and publicity, (vi) social media accounts, and (vii) any and all other proprietary rights, in each case, whether written or unwritten, and all goodwill associated with, and all derivatives, improvements and refinements of, any of the foregoing, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. 

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“One-Time Fees” means those Sales Order Fees identified as “one-time fees” or those Sales Order Fees that are not labeled as monthly or annual fees.   

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including collecting, receiving, inputting, uploading, downloading, recording, reproducing, storing, organizing, compiling, combining, logging, cataloging, cross-referencing, managing, maintaining, copying, adapting, altering, translating, or making other derivative works or improvements, processing, retrieving, outputting, consulting, using, performing, displaying, disseminating, transmitting, submitting, posting, transferring, disclosing, or otherwise providing or making available, or blocking, erasing, or destroying. "Processing" and "Processed" have correlative meanings.

"Provider" has the meaning set forth in the preamble of the Terms and Conditions.

"Provider Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

"Provider Indemnitee" has the meaning set forth in Section 12.2. 

"Provider Materials" means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but do not include Customer Data.

"Provider Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.

"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), applications, and networks, whether operated directly by Provider or through the use of third-party services.  

"Receiving Party" has the meaning set forth in Section 9.1. 

“Recurring Fees” means those Sales Order Fees identified as having a recurring billing frequency, and include, but are not limited to, the User Fees and the Case Fees. The Recurring Fees will be billed to Customer on the Signature Date and the Commencement Date of each Renewal Term unless otherwise stated on the Sales Order. 

"Renewal Term" has the meaning set forth in Section 14.2.  

"Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors. 

"Resultant Data" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Sales Order” means the sales order form signed by Customer outlining key pricing and other terms. 

“Sales Order Fees” means the fees and charges set forth in the Sales Order, including, but not limited to, the Recurring Fees and the One-Time Fees. 

"Scheduled Downtime" has the meaning set forth in Section 5.3. 

"Service Allocation" has the meaning set forth in Section 3.2. 

"Service Credit" has the meaning set forth in Section 5.2. 

"Service Level Failure" has the meaning set forth in Section 5.1.  

"Service Period" has the meaning set forth in Section 5.1.  

"Services" means the cloud-based legal case management, contract management, and lead generation platforms that enable Authorized Users to create and manage their workflows and business tasks. 

“Signature Date” means the date on which Customer has executed the Sales Order.  

"Specifications" means the specifications for the Services set forth in the Documentation.  

"Subcontractor" has the meaning set forth in Section 2.6. 

"Support Services" has the meaning set forth in Section 5.4.  

"Term" has the meaning set forth in Section 14.2.

“Text Message Service Allocation” has the meaning set forth in Section 3.3. 

“Text Overage Fees” has the meaning set forth in Section 8.5. 

"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider. 

“User Fees” means the fees identified on the Sales Order relating to the number of Authorized Users utilizing the Provider Systems and Services. 

“User Tier Price” means the annual User Fees applicable to each User Tier. The User Tier Fee applicable to each User Tier, or the increase in the User Fees applicable to each User Tier, will be identified on the Sales Order. 

“User Tiers” means the following unless stated otherwise on the Sales Order: 

  • 1 – 5 Authorized Users 

  • 6 – 15 Authorized Users 

  • 16+ Authorized Users 

“User Tier Limit” means the maximum number of Authorized Persons permitted to use the Services in each User Tier. 

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