“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this End User Agreement.
“Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Cradlepoint includes the Services, Evaluation Services, Limited Release Services, and the terms and conditions of this Agreement. Confidential Information of each party includes business and marketing plans and strategies, technology and technical information, security reports and attestations, product plans and designs, and business processes disclosed by such party. Confidential Information does not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (3) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (4) was independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party.
“Channel Partner” means a Cradlepoint-authorized reseller, distributor, or systems integrator authorized by Cradlepoint to sell Services.
“Cradlepoint” means Cradlepoint, Inc. or the Cradlepoint company otherwise specified in an Order Form.
“Customer” means the company or other legal entity accepting this Agreement (or represented by the individual accepting this Agreement) or that is using or accessing the Services.
“Documentation” means the applicable Service’s documentation, usage materials, and policies specifying the functionality of each Service, as updated from time to time, accessible via https://customer.cradlepoint.com/s/ or login to the applicable Service.
“End User” means an individual: (1) who is authorized by Customer to use a Service, (2) for whom Customer has purchased a subscription or otherwise provisions a Service, and (3) to whom Customer (or, when applicable, Cradlepoint at Customer’s request) has provided login credentials. End Users may include employees, consultants, contractors and agents of Customer and its Affiliates.
“Entitlement” means the specific quantity, duration, user count, or other measurement of Services purchased by Customer.
“Evaluation Services” means Cradlepoint services or functionality that may be made available to Customer to try at its option at no additional charge which are clearly designated as proof of concept, evaluation, beta, pilot, developer preview, non-production, or similar description.
“Fees” means the applicable fees as set forth at the time of purchase by Cradlepoint or the Channel Partner from which Customer purchased the Services.
“Force Majeure Event” means an event beyond a party’s reasonable control, including acts of God, acts of government or war, flood, fire, earthquake, civil unrest, act of terror, strikes, riots, work stoppage, epidemics, pandemics, material shortages, restricting legislation, embargo, or Internet service provider failure, denial of service attack, or outage of a public communications carrier.
“High-Risk Applications” means any use of the Services that could lead to death, personal injury, or serious physical or environmental damage, including without limitation use in consumer automobiles or uses requiring fail-safe performance such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapon systems.
“Limited Release Services” means new services or functionality, identified as beta, pilot, limited release, evaluation, or other similar description that may be offered by Cradlepoint in its discretion from time to time.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, keystroke loggers, packet sniffers, encryption circumvention programs.
“Managed Service” means a combination of Channel Partner products or services with the Cradlepoint Services that Channel Partner delivers to Channel Partner’s end customers, which is (1) Channel Partner-branded in a manner that differentiates the Managed Service from the Cradlepoint Services and (2) supported by Channel Partner exclusively.
“Non-Cradlepoint Items” means hardware, software, materials, or other services or functionality that interoperates with a Service, that is provided by Customer or a third party.
“Order Form” means an ordering document, renewal, or online order specifying the Services to be provided hereunder that is entered into between Customer and Cradlepoint or any Channel Partner.
“Original Territory” means original shipping country or region as listed on Customer’s order for the services and approved by Cradlepoint.
“Service-Specific Terms” means additional Service related terms applicable to specific Services as set out at [insert URL]
“Services” means (1) the products, hardware, Software, and services that are ordered by Customer under an Order Form, (2) services or features ordered online through use of the Services, (3) Evaluation Services, or (4) mobile applications made available by Cradlepoint. Services may be hosted on servers under control or direction of Cradlepoint or its third-party providers. Services exclude third party applications, products, or services not provided by Cradlepoint.
“Service Term” means the period of time starting on the date that the Service is made available for Customer’s use continuing until the expiration or termination of the subscription as set forth in the applicable Order Form.
“Software” means the Cradlepoint operating software, firmware, including Updates, and applicable Documentation.
“Updates” means all updates, upgrades, bug fixes, error corrections, and other modifications to the Software, including changes, additions, or deletions of or to features or functionality.