These Terms of Service, as may be amended from time to time (the “Terms”) are entered into between Fleetsmith, Inc. (“Fleetsmith”) and the organization for which you are accepting these Terms and that is deploying the Services to Manage its User Devices (“Customer”) as of the Effective Date. These Terms set forth the terms and conditions under which Customer and its Administrators may use the Services. By accepting these Terms, including by executing an Order Form that references these Terms, using the Services, or clicking a box or button indicating your acceptance of these Terms, you agree to these Terms on behalf of Customer (and if you are an Administrator, additionally on behalf of yourself). You represent and warrant that you have the authority to bind Customer to these Terms. If you do not agree with these Terms or you do not have such authority, you must not accept these Terms or use the Services.
1.1. Provision of Services
Customer and its Administrators and End Users may access and use the Services and Software solely for Customer’s internal business purposes in accordance with these Terms and the Documentation. Customer and its Administrators may use the Services to Manage User Devices and Third-Party Products and Third-Party Services on User Devices.
Fleetsmith has certified its compliance with the EU-U.S. Privacy Shield Framework and Swiss-U.S. Privacy Shield Framework. Customer agrees that Fleetsmith and its contractors may transfer, store, and process Customer Data in locations other than Customer’s country.
Fleetsmith may, at its discretion, change or update the Services, including deleting any features or functionality, or any aspect of the Services, from time to time, for any reason.
Some Services allow or require Customer or its Administrators to download Software for User Devices, which may be updated automatically. Fleetsmith grants Customer, its Administrators and End Users a limited, non-exclusive right during the Term to use such Software only to access and use the Services solely to Manage User Devices and Third-Party Products and Third-Party Services on User Devices, in each case, for Customer’s internal business purposes.
1.5. Implementation Services
The parties may enter into a SOW describing configuration, training, or other implementation services to be provided by Fleetsmith or its contractors to Customer. Fleetsmith will be responsible for the provision of services specified in the SOW.
Fleetsmith will provide Standard Support for the Services to Customer’s Administrators at no additional charge. If Customer has obtained the Services through its Administrator, such Administrator may be responsible for providing standard support for the Services.
2. Customer Use of Services
Except as set forth in the Order Form, Services are made available as subscriptions and additional subscriptions may be added during the Subscription Term at the same price applicable to that subscription type, prorated for the remainder of the then-current Subscription Term.
2.2. Customer Administration
Customer is responsible for designating Administrators for its Services account, maintaining updated Administrator contact information, and managing access to Administrator accounts.
2.3. Customer Responsibilities
Customer is responsible for any use of the Services through its account. Customer is responsible for how Customer and Administrators Manage User Devices and Third-Party Products using the Services, including communicating with End Users about effects of device management (e.g., enforced OS upgrades, automated patching, or remote wipe) or steps not managed by the Services (e.g., device backup). Customer and Administrators will maintain the confidentiality of account credentials used by Customer, Administrators and End Users to access the Services and Software. Customer will prevent unauthorized use of the Services and promptly notify Fleetsmith of any unauthorized use. Customer may not permit sharing of accounts and passwords.
Customer and Administrators may only use the Services in accordance with these Terms, the Documentation, and the Acceptable Use Policy. Customer will obtain any consents and comply with any laws necessary to allow the operation of the Services and to permit Fleetsmith to process, store, and transfer Customer Data. Customer will ensure that no person under the age of thirteen (13) is allowed to become a user of a User Device. Customer will not submit (and will not permit Administrators to submit on Customer’s behalf) to the Services any Restricted Information.
2.5. Usage Limits
Use of the Services may be subject to usage limits set forth in Customer’s Order Form or the Documentation.
Customer will not (and will not allow any Administrator, End User, or third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services or Software, (b) modify or create derivative works based on the Services or Software, (c) sell, resell, license, copy, rent, lease, distribute, time-share the Services or Software or otherwise use the Services or Software for the benefit of a third party, (d) remove or alter proprietary notices from the Service or Software, or (e) use the Service or Software to create any other product.
2.7. Third-Party Services & Third-Party Products
If Customer or Administrator uses any Third-Party Services with the Services or Manages any Third-Party Products using the Services: (a) Fleetsmith will not be responsible for any act or omission of such third party, including such third party’s access to or use of Customer Data or execution of instructions to Manage User Devices or Third-Party Products; and (b) Fleetsmith does not warrant or support any Third-Party Service or Third-Party Product. For example, if Customer or Administrator uses Fleetsmith to configure a VPN client, Fleetsmith is not responsible for the security of Customer’s VPN service provider. Customer is responsible for complying with licenses and paying fees for Third-Party Services and Third-Party Products.
Fleetsmith may suspend Customer’s, Administrator’s and End Users’ right to use the Services in its sole discretion or if: (a) Customer’s, Administrator’s or End User’s use of the Services poses a security risk to the Services, may violate the Acceptable Use Policy, or may adversely affect the Services, Fleetsmith’s systems and infrastructure, or a third party, (b) Customer’s, Administrator’s or End User’s use of the Services could subject Fleetsmith to liability, or (c) Customer, Administrator or End User is in breach of these Terms. Fleetsmith will use commercially reasonable efforts to provide prompt notice of a suspension.
3. Intellectual Property Rights
3.1. Fleetsmith Technology
Except for the rights granted in Section 1 (Services), as between the parties, Fleetsmith and its licensors own and reserve all right, title, and interest in and to the Fleetsmith Technology and all intellectual property rights therein or thereto.
3.2. Customer Data and License
Except for the rights granted in this Section, as between the parties, Customer owns and reserves all right, title, and interest in and to the Customer Data. Customer grants Fleetsmith and its Affiliates and contractors a worldwide, non-exclusive right to use, copy, create derivative works based on, and display its Customer Data as reasonably necessary for Fleetsmith to provide, maintain, and improve the Services. Customer also grants Fleetsmith and its Affiliates and contractors any other limited rights necessary for Fleetsmith to provide, maintain, and improve the Services. Fleetsmith may display Customer’s logo within designated areas of the Customer’s Services account.
Customer agrees that with respect to any Suggestions made by Customer or its Administrator, Fleetsmith may, in its discretion and for any purpose, (a) use, modify, and incorporate into Fleetsmith’s products and services and (b) license or sublicense the Suggestions without obligation to Customer or Administrator.
3.4. Customer List
Fleetsmith may use Customer’s name, logo, and marks to identify Customer as a Fleetsmith customer on Fleetsmith’s website and in other marketing materials. Customer also agrees that Fleetsmith may verbally reference Customer as a customer of the Services.
Fleetsmith may use Fleetsmith Data: (a) to provide, maintain, and improve the Services and develop new features and services, and (b) create and distribute reports and materials about the Services. Fleetsmith will not identify Customer as a source of information for any report or material described in this Section without Customer’s permission.
4. Fees & Payment
Customer will pay Fleetsmith the fees for the Services set forth in the Order Form, invoice, or Fleetsmith billing webpage within Customer’s account, as applicable. All payments are due in U.S. dollars unless otherwise indicated by Fleetsmith. Customer is responsible for providing complete and accurate billing and contact information to Fleetsmith and updating Fleetsmith of any changes. All fees paid are non-refundable and not subject to set-off.
4.2. Invoicing & Payment
Unless otherwise set forth in the Order Form, invoice, Fleetsmith billing webpage, or any SOW, all fees will be invoiced in advance. All invoices issued under these Terms are due and payable according to the payment terms in the Order Form, if applicable, or within thirty (30) days from invoice send date. If Customer provides Fleetsmith with credit card information for payment, Customer acknowledges that an invoice may not be sent and Customer authorizes Fleetsmith to charge the credit card for the Services listed in the Order Form or Fleetsmith billing webpage for the Subscription Term. If the Customer requires the use of a purchase order or purchase order number, the Customer: (a) must provide the purchase order number at the time of purchase, and (b) agrees that any terms and conditions on a Customer purchase order will not apply to these Terms and are void. If Customer has obtained the Services through its Administrator, these Terms will govern with respect to any terms and conditions between Customer and such Administrator that conflict with these Terms.
4.3. Late Payments
Past due amounts are subject to a finance charge of 1.5% per month (or the highest rate permitted by law) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Fleetsmith in collecting past due amounts. If Customer’s fees are past due, Fleetsmith may suspend the Services automatically and provide notice of termination for material breach.
Customer is responsible for all taxes, except those directly relating to Fleetsmith’s net income. Fleetsmith will invoice Customer for sales tax, goods and services tax, value added tax, service tax, consumption tax or other similar transaction tax when required to do so and Customer will pay the tax unless Customer provides Fleetsmith with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event that any amount payable by Customer to Fleetsmith under these Terms is subject to any applicable withholding or similar taxes imposed by any tax authority (“Withholding Tax”) and that Customer is required to collect and remit such Withholding Tax, Customer agrees that the full amount of such tax shall be solely for Customer’s account and shall not reduce the amount payable to Fleetsmith. Customer shall gross up the relevant payment, so that after Customer deducts and remits the applicable Withholding Tax, Customer shall pay and Fleetsmith shall receive the same amount as originally invoiced. Customer shall bear full responsibility for such compliance obligations.
4.5. Future Functionality
Customer agrees that it has not relied on the continued availability of any current functionality or the availability of any future functionality of the Service or any other future product or service in executing these Terms or any Order Form. Customer acknowledges that information provided by Fleetsmith regarding future functionality should not be relied upon to make a purchase decision.
Any special pricing for non-profits (“Non-Profit Pricing”) is conditional on Fleetsmith’s determination of Customer’s eligibility for Non-Profit Pricing, which will be decided in Fleetsmith’s sole discretion. Fleetsmith reserves the right to suspend Services and terminate these Terms of Service without any further liability at any time if Customer does not meet Fleetsmith’s then-current Non-Profit Pricing eligibility requirements. Non-profits receiving Non-Profit Pricing must continue to meet Fleetsmith’s eligibility requirements for Non-Profit Pricing for so long as they receive Non-Profit Pricing. Fleetsmith reserves the right to change the eligibility requirements from time to time in its sole discretion. Customer will notify Fleetsmith within fourteen (14) days if it ceases to meet Fleetsmith’s Non-Profit Pricing requirements at any time.
5. Term & Termination
The Terms will remain in effect for the Term.
5.2. Subscription Terms
Subscriptions will automatically renew for the shorter of: (a) additional one (1)-year subscriptions, or (b) the period set forth in an Order Form or other order confirmation (e.g., monthly), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the Subscription Term. Fleetsmith may revise rates for the Services by providing Customer with forty-five (45) days’ notice prior to any renewal.
(a) Fleetsmith may terminate these Terms for any reason upon thirty (30) days’ written notice to Customer; provided, however, if Fleetsmith terminates these Terms pursuant to this Section 5.3(a), Fleetsmith will refund a pro-rata portion of any fees paid in advance by Customer to Fleetsmith pertaining to such terminated portion of the Term.(b) Either party may terminate these Terms if (i) the other party is in material breach of the Terms and fails to cure that breach within thirty (30) days after receipt of written notice, or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings. Fleetsmith may also terminate the Terms if it has the right to suspend the Services under Section 2.8 or in order to comply with law or regulation.
5.4. Effect of Termination
If these Terms expire or are terminated, then (a) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section, and (b) the following Sections will survive: 3 (Intellectual Property Rights), 4 (Fees & Payment), 5.4 (Effect of Termination), 6 (Confidentiality), 7 (Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 10 (Disputes), 11 (General Provisions), 12 (Definitions).
6.1. Definition of Confidential Information
“Confidential Information” means any business or technical information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) under these Terms that is marked as confidential or would normally be considered confidential to a reasonable person under the circumstances. These Terms, Order Forms and the Fleetsmith Technology are the Confidential Information of Fleetsmith. Customer Data is the Confidential Information of Customer. Confidential Information will not include any information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party prior to receipt, (c) is obtained by the Receiving Party from a third party not under an obligation of confidentiality, and (d) is independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information.
The Receiving Party will use reasonable care to (a) not use the Disclosing Party’s Confidential Information for any purpose outside of the scope of these Terms and (b) except as authorized or directed by the Customer to provide Confidential Information to a Third-Party Service or Third-Party Product, limit access to the Disclosing Party’s Confidential Information to its and its Affiliate’s employees, contractors, and advisors who need access to the Confidential Information for any purpose not outside of the scope of these Terms and who have agreed to confidentiality provisions with the Receiving Party containing similar protections to the protections for Confidential Information in these Terms. Fleetsmith may disclose Customer’s relationship with Fleetsmith to third-parties for whom Fleetsmith manages such third parties’ software for Customer.
6.3. Compelled Disclosure
Each party may disclose the other party’s Confidential Information when required by law or regulation so long as the Receiving Party uses commercially reasonable efforts to give the Disclosing Party prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Disclosing Party’s cost to contest or limit the disclosure. If the Receiving Party is compelled to disclose the Confidential Information, the Receiving Party will use commercially reasonable efforts to disclose the minimum extent of Confidential Information necessary.
TO THE FULLEST EXTENT PERMITTED BY LAW, FLEETSMITH AND ITS AFFILIATES, LICENSORS, AND DISTRIBUTORS (A) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, USE OR OUTPUT OF THE SERVICES, SOFTWARE OR ANY FLEETSMITH TECHNOLOGY, AND (B) DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR (II) THAT THE SERVICES, USE OR OUTPUT OF THE SERVICES, SOFTWARE OR FLEETSMITH TECHNOLOGY ARE ACCURATE, COMPLETE, OR RELIABLE. THE SERVICES, OUTPUT OF THE SERVICES, AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FLEETSMITH WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICE, THIRD-PARTY PRODUCT, OR FOR ANY RESTRICTED INFORMATION RECEIVED IN BREACH OF THESE TERMS.
8.1. By Customer
Customer will defend Fleetsmith and its Affiliates from and against all third-party claims, lawsuits, and demands regarding: (a) Customer’s, its Administrator’s and End Users’ use of the Services or Software in violation of these Terms, (b) Customer Data, (c) Third-Party Services, and (d) Third-Party Products, and will indemnify Fleetsmith and its Affiliates for all reasonable attorney’s fees incurred and damages and other costs awarded in a final judgment or amounts paid in a settlement consented to as further set forth in Section 8.3.
8.2. By Fleetsmith
Fleetsmith will have no obligation to indemnify Customer from and against any third-party claims, lawsuits or demands. In no event will Fleetsmith have obligations or liability under these Terms arising from: (a) use of the Services or Software in a modified form or in combination with materials not furnished by Fleetsmith, and (b) any content, information, or data provided by Customer, Administrator, User Devices, or other third parties. If Fleetsmith believes the Services or Software infringe or may be alleged to infringe a third party’s intellectual property rights, Fleetsmith may, at its election: (i) procure the rights to use the portion of the Services or Software alleged to be infringing, (ii) replace the alleged infringing portion of the Services or Software with a non-infringing alternative, or (iii) terminate the allegedly infringing portion of the Services or Software or these Terms. THIS SECTION 8.2 SETS FORTH FLEETSMITH’S SOLE AND EXCLUSIVE RESPONSIBILITY, AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
Fleetsmith will promptly notify Customer of any claim described in Section 8.1 and cooperate with Customer in defending the claim. Customer will have full control and authority over the defense, except that: (a) any settlement requiring Fleetsmith to admit liability or to pay any money will require Fleetsmith’s prior written consent, such consent not to be unreasonably withheld or delayed, and (b) Fleetsmith may join in the defense with its own counsel at its own expense. EXCEPT AS SET FORTH IN SECTION 8.1 OR 8.2 (AS APPLICABLE), NEITHER PARTY SHALL HAVE ANY REMEDIES UNDER THESE TERMS FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9. Limitation of Liability
9.1. Limitation on Indirect Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, FLEETSMITH AND ITS AFFILIATES, LICENSORS AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THESE TERMS TO CUSTOMER FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, OR SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES (IN EACH CASE WHETHER DIRECT OR INDIRECT), REGARDLESS OF THE LEGAL THEORY, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.2. Liability Cap
TO THE FULLEST EXTENT PERMITTED BY LAW, FLEETSMITH’S AND ITS AFFILIATES’, LICENSORS’, AND DISTRIBUTORS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE AMOUNT CUSTOMER HAS PAID OR IS PAYABLE FOR CUSTOMER’S USE OF THE SERVICES IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
10.1. Informal Resolution
Fleetsmith wants to address Customer’s concerns and requests that Customer bring issues that may lead to a dispute to our attention immediately. Before filing a claim, Fleetsmith and Customer agree to try to resolve the dispute by providing notice to the other party and having the appropriate executives attempt to resolve the dispute through communication and discussion. After fifteen (15) days, either party may bring a formal proceeding.
10.2. Arbitration Terms
Fleetsmith and Customer agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as further set forth below. Any dispute will be administered by the American Arbitration Association under its Commercial Arbitration Rules by a single arbitrator. The arbitration will take place in San Francisco, California in the English language. Either party may bring a lawsuit in court for claims for injunctive relief to stop unauthorized use or abuse of the Services or claims of intellectual property infringement without first engaging in the informal resolution process described above. Fleetsmith and Customer consent to the exclusive jurisdiction and venue of the federal or state courts of San Francisco, California. Customer may only resolve disputes with Fleetsmith on an individual basis and will not bring a claim in a class, consolidated, or representative action.
11. General Provisions
11.1. Changes to Service Requirements or Terms
Fleetsmith may change the Services or the Terms at any time. In order to continue using the Services, Customer, through its authorized representative, must accept and agree to the new requirements or Terms. If Customer does not agree to the new requirements or Terms, Customer’s use of the Services may be suspended or terminated by Fleetsmith. Customer agrees that its acceptance of such new Terms may be signified electronically, including without limitation, by checking a box or clicking on an “agree” or similar button.
11.2. Entire Terms
All attachments to the Terms, SOWs, and Order Forms executed by the parties are hereby incorporated into the Terms by reference. These Terms constitute the entire agreement between Customer and Fleetsmith with respect to the subject matter of these Terms and supersedes any prior or contemporaneous agreements whether written or oral, including any non-disclosure agreements. Except as otherwise set forth in these Terms, no modification, amendment, or waiver of any provision of these Terms will be effective unless set forth in writing and signed by the parties. If there is a conflict between the documents that make up these Terms, the documents will control in the following order: Order Form, the SOW, the Terms, and the Documentation.
11.3. Governing Law
These Terms will be governed by California law except for its conflicts of laws principles.
Notices to Fleetsmith must be sent by first class mail or overnight courier and are deemed given when received. Customer consents to receive notices by email and agrees that any such notices that Fleetsmith sends to Customer electronically will satisfy any legal communication requirements and are deemed given when sent. Notices to Customer may be sent to the applicable Administrator account email address. Notices to Fleetsmith must be sent to Fleetsmith, Inc., Attn: Legal Department, 548 Market Street #43552, San Francisco, CA 94104, with a copy to [email protected]. A party may change its email or mailing address by giving the other written notice as described above.
Customer may not assign or transfer these Terms or any of its rights or obligations under these Terms, whether by operation of law, in connection with a merger, acquisition, change of control, corporate reorganization, or sale of all or substantially all of its assets or otherwise, without Fleetsmith’s prior written consent, not to be unreasonably withheld. The Parties agree that a change of control of Customer shall be deemed an assignment for purposes of these Terms. Fleetsmith may assign these Terms, without notice to Customer and without Customer’s consent, to any of its Affiliates or in connection with a merger, acquisition, change of control, corporate reorganization, or sale of all or substantially all of its assets. Subject to the restrictions in this Section, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Any other attempt to transfer or assign is void.
11.6. Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship between the parties.
11.7. Third-Party Beneficiaries
There are no third-party beneficiaries under these Terms.
Any ambiguity in the Terms will be interpreted equitably without regard to which party drafted the Terms. “Including” and “include” will be construed to mean “including without limitation.”
11.9. Force Majeure
Fleetsmith will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, labor disputes, governmental action, utilities failures, and Internet disturbance) that was beyond its reasonable control.
No failure or delay by either party in exercising a right under these Terms will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default.
If a court of competent jurisdiction finds any term of these Terms to be unenforceable, the unenforceable term will be modified to reflect the parties’ intention and only to the extent necessary to make the term enforceable. The remaining provisions of the Terms will remain in effect.
Any Order Form may be executed in counterparts, which taken together will constitute one instrument, and may be executed and delivered electronically.
11.13. Export Compliance
Customer may not use, export, re-export, import, sell or transfer the Services or Software, or any part thereof, except as authorized by United States law, the laws of the jurisdiction in which Customer obtained the Services or Software, and any other applicable laws and regulations. In particular, but without limitation, the Services or Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List or any other restricted party lists. By using the Services or Software, Customer represents and warrants that Customer is not located in any such country or on any such list. Customer also agrees not to use the Services or Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons.
12.1. “Acceptable Use Policy” means the acceptable use policy for the Services available at https://www.fleetsmith.com/acceptableuse orotherwise provided by Fleetsmith.12.2. “Administrator” means a Customer-designated user or third-party service provider who administers the Services account on behalf of Customer and has access to permissions and other sensitive settings.12.3. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means the ability to direct the management and policies of an entity.12.4. “Customer Data” means data and information submitted to the Services by Customer, including data and information submitted to the Services from Third-Party Services authorized by Customer.12.5. “Documentation” means any Fleetsmith-provided written documentation and policies.12.6. “Effective Date” means the earlier of the date Customer first accepted these Terms or the subscription start date set forth on Customer’s first Order Form.12.7. “End User” means an employee, agent or consultant of Customer that is a user of a User Device.12.8. “Fleetsmith Data” means usage data, statistics, aggregate data, and de-identified data derived from Customer Data so that such data does not identify a person.12.9. “Fleetsmith Technology” means the Services, Software, Documentation, Fleetsmith Data, and Fleetsmith’s trademarks, logos, and other brand features.12.10. “Initial Subscription Term” means the term for the applicable Services either (a) starting on the Effective Date and continuing for one (1) year or (b) starting on the subscription start date set forth on Customer’s first Order Form and continuing for the period set forth in the Order Form.12.11. “Manage” means to access, manage, install on, uninstall from, update, restrict, configure, monitor, lock, enforce compliance on, and remotely wipe.12.12. “Order Form” means the ordering document or page for the Services.12.13. “Restricted Information” means (a) sensitive personal information such as social security numbers, passport numbers, driver’s license numbers and other government identification numbers, (b) Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act of 1996 and regulations thereunder) or similar information under comparable laws or regulations, or (c) Nonpublic Personal Information (as defined in the Gramm-Leach-Bliley Act and regulations thereunder) or similar information under comparable laws or regulations.12.14. “Services” means the products and services ordered by Customer under an Order Form or otherwise provided by Fleetsmith and used by Customer under these Terms.12.15. “Software” means the downloadable software agent known as the Fleetsmith macOS Agent that is made available by Fleetsmith as part of the Services and intended for installation on User Devices to automate device setup, intelligence, patching, device management and security on such User Devices.12.16. “SOW” means statement of work.12.17. “Standard Support” means email-based support for standard customer usage issues relating to the Software and/or Services that shall be provided on a reasonably prompt basis during Fleetsmith’s regular business hours. For the avoidance of doubt, in no event shall Standard Support require Fleetsmith to make any modifications, alterations or improvements to the Software or Services (including with respect to feature implementation) or to provide any support other than through email.12.18. “Subscription Term” means the Initial Subscription Term or any renewal terms for the Services.12.19. “Suggestions” means feedback, comments, ideas, reviews, information, suggestions, or other materials that Customer, Administrators or users of User Devices provide to Fleetsmith or its contractors.12.20. “Term” means the term for these Terms, which will begin on the Effective Date and continue until the earlier of: (a) the last Subscription Term has expired or (b) until these Terms are terminated.12.21. “Third-Party Products” means software applications that the Services can be used to Manage.12.22. “Third-Party Services” means products, services, or applications offered by a third party that interoperate through an API with the Services.12.23. “User Device(s)” means user device(s) managed through Customer’s Services account. User Device(s) may include user device(s) of Customer’s and its Affiliate’s employees, agents, and consultants.