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Terms and Conditions

The following terms and conditions (these “Terms of Use”) govern all use of the DataPrizm and clients.vocdms.com website (the “Website”) and all content, services, features, activities and products available at or through the DataPrizm Application (the “Application” , including but not limited to the extraction, development and storage of Keyword Data and, together with all other content, services, features, activities and products available through the Website, the “Application”). The term “you” or “your” includes any of your subsidiaries, affiliates, employees. The Services are owned and operated by Data Prizm and Back Azimuth Consulting also referred to as “we”, “our” or “us”). Please read these Terms of Use carefully before using the Services.

By using or accessing the services, you agree to be bound by these terms of use and all terms, policies and guidelines incorporated in the terms of use by reference, including, but not limited to data prizm’s Privacy Policy (collectively, this “agreement”). By using or accessing the services, you represent that you are at least 13 years of age. This agreement is legally binding and conditions your use of the services. If you do not agree to all the terms and conditions of this agreement, you must discontinue use of the services.

 

1. ACCOUNT REGISTRATION AND ACCESS

To register for the Services and create an account, you (including any agent designated by you operating on your behalf) must complete the registration process by providing DataPrizm with the information prompted by new account registration form, including your name, email address, telephone, company name, company, and password. You agree to provide us with complete and accurate information when you register for the Services, and to keep such information up to date. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement.

You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow a third party to access the Services on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify DataPrizm immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Services.

DataPrizm and Back Azimuth may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.

 

2. FEES

2.1 SUBSCRIPTION TERMS

DataPrizm offers a range of subscription plans to its Application (each, a “Plan”). Each Plan includes a numerical range of elements such as the number of Keyword Phrases domains included (“Keywords”), and the number of countries or languages (“LANG”) that may be imported and managed by our Application in your specific plan in any given month of the subscription period.

You will select your Plan as part of your registration for the Services, which may begin with a Free Trial (as defined in Section 2.3 (“Free Trial”) herein). Each subscription period for a Plan will be based on the subscription period chosen/sold (e.g. quarterly or monthly) You may choose to be billed for the Plan quarterly or monthly increments (e.g. monthly or quarterly), but regardless of your billing cycle, you are responsible for subscription fees for the entire subscription period chosen/sold.

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current price of the chosen edition of the Service at the fee currently in effect. Payment options are to pay monthly or quarterly via credit card or annually via wire transfer or US Check in advance; customers paying annually in advance will receive a discount off of the applicable monthly service fee. Except as specified herein, all payment obligations are non-cancelable and all amounts paid are non-refundable.

Access to the Software will begin (i) for trial versions after your acceptance of this Agreement and after DataPrizm receives and processes all the information, requested in the registration process; and (ii) for paid for versions after your acceptance of this Agreement and after DataPrizm receives and processes all the information, including the credit card, bank account information or a valid purchase order as requested by the registration process. If using a credit card, it must be a valid credit card or a valid debit card with a Visa,  MasterCard, American Express (Card) or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain access to the Software.

An authorized License Administrator may adjust the Plan or otherwise alter the fees, terms and conditions by executing an additional written Order Form or using the Online Order Center. Changes to this Agreement will be subject to the following: (i) new fees and services will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) Service fees will be the then current, generally applicable license fee; and (iii) any changes made in the middle of a billing month will be charged in full for that billing month.

At the end of your current subscription period, your Plan will automatically renew for a subscription period equal to your prior subscription period unless you provide DataPrizm with email notice (sent to support@back-azimuth.com) of your intent not to renew your Plan at least thirty (30) days prior to the end of the then-current subscription period. Alternatively, using the same notice guidelines, you may cancel your account via the admin interface in the application and click cancel.

To view the specific details of your Plan, including pricing information and the end date of your subscription period, login to your account on the DataPrizm Login and click the “Account” page or contact us at support@back-azimuth.com

2.2 BILLING POLICIES, REFUNDS, OVERAGES, AND UPGRADE AND DOWNGRADE TERMS
  1. The fees for your Plan are billed in advance of each billing cycle.
  2. In the event you cancel your Plan, no refunds or credits will be provided for partial or unused months of the Services.
  3. If you exceed your Plan’s Event limits in any given month, you will be given the option of either (a) charged a prorated overage charge for the month based on your current plan’s Country, URL’s or Sites variables, or (b) automatically upgraded to the next level Plan for the remainder of your subscription period. We will always choose the less expensive option to you.
  4. If you upgrade your Plan level, you will immediately be charged for the increased price of the upgraded Plan, pro-rated to reflect the remaining duration of your subscription period, and you will be charged the full amount of the then-current rate for the new Plan, as provided at https://www.back-azimuth.com/planspricing/, beginning with your next billing cycle.
  5. If you desire to downgrade your Plan level prior to the end of your subscription period, please provide written notice to support@back-azimuth.com. The Plan downgrade will take effect the first billing cycle that occurs more than thirty (30) days following your notice to DataPrizm, and you will not receive any refunds for payments made on your current billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity. DataPrizm disclaims liability for any such loss.
  6. Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
  7. Any questions involving upgrades or downgrades to your Plan can be directed to support@back-azimuth.com.
2.3 FREE TRIAL

Subscriptions to the Services may begin with a free trial period during which you can try out the Services for 10 days from the date you register (“Free Trial Period”). There is no limit to the number of Events recorded on a registered website during the Free Trial Period.

You will be required to enter your billing information in order to sign up for the Free Trial Period, you will not be charged until the Free Trial Period ends. If you have not provided correct billing information by the time the Free Trial Period ends, you will lose all access to the Services. There will be a 5 (5) day grace period during which we will continue to maintain your account. You will have the option of entering billing information and subscribing during this grace period. If you do not do so, your account will be cancelled at the end of the grace period.

You may cancel your Plan at any time during the Free Trial Period by following the steps described in section 2.7 (“Account Cancellation”). Upon cancelling your account, you will immediately lose all access to the Services and any data or information stored within your account (see Section 11 (“Term and Termination”) for additional details).

DataPrizm reserves the right to modify, cancel and/or limit the Free Trial Period without notice at any time.

2.4 CHANGES IN FEES

DataPrizm reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail, which such changes shall not take effect until the start of the following renewal term. All independently negotiated pricing terms are confidential, and you agree not to disclose them to any third party.

Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees, as provided for in Section 12 herein, provided that if you upgrade or downgrade to a new Plan, whether at your election or pursuant to Section 2.2(c), you will be charged at the then-current rate for such Plan, as provided at https://www.back-azimuth.com/planspricing/.

2.5 PAYMENT OF FEES

As an express condition of your use of and access to the Services, you agree to pay all fees applicable to your Plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Application.   When you subscribe and provide payment information, your Card or bank account will be debited, except in the case of a free trial in which case it will be billed in accordance to the terms of Paragraph 2.3. Your credit card provided at registration (or to a different credit card if you change your payment information) will be automatically re-debited or invoiced at the beginning of each applicable monthly subscription term at the then-current subscription rate to maintain access to the Application.

You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.

We reserve the right to deactivate your access to the Services for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.

2.6 NON-PAYMENT AND SUSPENSION

In addition to any other rights granted, DataPrizm reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent undisputed invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. You agree and acknowledge that DataPrizm has no obligation to retain your Data and that such Data may be irretrievably deleted if your account is 30 days or more delinquent.

2.7 CREDIT CARD PAYMENTS

All fees for your Plan will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and associated with your Plan and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later.

You agree to provide DataPrizm with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, DataPrizm reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

2.8 ACCOUNT CANCELLATION

You may cancel your Plan upon 30 days notice by either calling us and speaking to an authorized account representative or sending an email to support@back-azimuth.com. Alternatively, using the same notice guidelines, you may cancel your account via the admin interface in the application and click cancel.

For clarity, if you cancel your plan prior to the conclusion of your current subscription period, you will remain responsible for payment for all subscription fees through the conclusion of your current subscription period.

If you cancel your Plan, you will lose all access, upon the expiration of your current pre-paid period, to the Application and any data or information stored in your account.

2.9 ACCOUNT TERMINATION FOR CAUSE

Any breach of your payment obligations or unauthorized use of the DataPrizm Service will be deemed a material breach of this Agreement. DataPrizm, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that DataPrizm has no obligation to retain your Data, and may delete such Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. A party may terminate this Agreement for cause if the other party breaches this Agreement and such breach is not cured within 15 days of such notice. If you terminate this Agreement for cause, in addition to any other remedies you may have, DataPrizm will promptly refund to you a pro rata refund of fees you have paid based on the remaining term.

 

3. LICENSES

3.1 LICENSE GRANT AND EXCEPTIONS TO DATA PRIZM APPLICATION

DataPrizm hereby grants you a non-exclusive, non-transferable, worldwide right to access and use the Application, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved DataPrizm and its licensors. You may not access the Service if you currently compete or plan to compete in the Keyword Management or other software solutions similar to DataPrizm, except with Back Azimuth’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) embed the service as a “iframe” or “frame” from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes, or as an agent for a client, and shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iii) attempt to gain unauthorized access to the Service or its related systems or networks.

3.2 LICENSE TO CLIENT DATA

DataPrizm does not own any data, information or material that is uploaded into the Application in the course of using DataPrizm Your private Keyword Data is accessible only to you and persons explicitly authorized by you; data is NOT shared or aggregated in any way either internally to other customers, or to any other third party.

User shall own all the rights, title and interest in and to all uploaded Data including all intellectual property rights therein. User hereby grants to DataPrizm a personal, nontransferable, non-exclusive, revocable limited license to access, use, store and display your data as requested by you solely for the purpose of providing the Service under the terms of this Agreement for the benefit of you and your Affiliates. You will determine what data the vendor has access to in its sole discretion. Nothing in this Agreement shall be construed as giving DataPrizm any right to, and DataPrizm shall not, and shall not permit or assist any other party to, modify and of your data or otherwise make copies of all or part of your Data onto any media, except as may be expressly and clearly permitted by this Agreement. DataPrizm shall not use, duplicate, transfer, sell distribute, lease assign or exploit or otherwise disclose your Data to any other party. DataPrizm shall delete all output generated from your use of the Application and all DataPrizm backup copies, upon termination of the Agreement or otherwise upon your request.

You, not DataPrizm shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and intellectual property ownership or right to use of all DataPrizm aggregated data and files, and DataPrizm shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store your data.

You represent and warrant that you have all rights, licenses, and consents required to license your or client data to DataPrizm on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.

3.3 YOUR RESPONSIBILITIES

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify DataPrizm immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to DataPrizm immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another DataPrizm user or provide false identity information to gain access to or use the Service; (iv) you shall not attempt to reverse compile, decompile or otherwise derive the source code for the software. You are responsible for properly identifying the parameters of the account as it pertains to the pricing and delivery of the Application.

 

4. SECURITY

Your DataPrizm account is protected by a username and password, and should be accessed only by you or authorized third parties. You should take steps to protect against unauthorized access to or use of your username and password. You should also remember to log off when using any shared computer or device.

DataPrizm has implemented and will maintain administrative, physical and technical safeguards that prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of your Data as may be held or accessed by DataPrizm. Such safeguards will include, without limitation, an information security program that meets the highest standards of best industry practice to safeguard your account and data. Such information security program will include, without limitation, (i) adequate physical security of all premises in which Data will be processed or stored; (ii) all reasonable precautions taken with respect to the employment of and access given to DataPrizm personnel, including background checks and security clearances that assign specific access privileges to individuals; and (iii) an appropriate network security program (which includes, without limitation, encryption of all sensitive or private data). DataPrizm agrees not to utilize any of your Data unless it is necessary to do so in order to fulfill an obligation under this Agreement. DataPrizm will notify you immediately following discovery of any suspected breach or compromise of the security, confidentiality, or integrity of any of your Data.

However, please keep in mind that no security system is impenetrable. It may be possible for third parties to intercept or access the information you provide to DataPrizm, information or that we compile on your behalf. DataPrizm cannot guarantee the security of such information and is not responsible for unauthorized access to your account or your Data.

 

5. CUSTOMIZATION/INTEGRATION SERVICES

Unless provided in an alternate Scope of Work or agreement, DataPrizm is not obligated to provide any Customization / Integration Services or unique application modifications. The Services Fees for such modifications shall be exclusive of the fees for the recurring subscription.

DataPrizm will assist the your team with the initial importation, configuration and setup of their data imports as part of this Agreement.

 

6. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. DataPrizm represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online DataPrizm help documentation under normal use and circumstances. DataPrizm further represents and warrants that the Services and DataPrizm’s business and performance under this Agreement is and will be in compliance with all applicable federal, state and local laws and government rules and regulations. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

Your use or access of the Application will not cause any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code to be installed or introduced on your computer, telecommunication or other information systems.

 

7. MUTUAL INDEMNIFICATION

You shall indemnify and hold DataPrizm, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Keyword Data infringes the rights of, or has caused harm to, a third party or misappropriates a trade secret; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that DataPrizm (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release DataPrizm of all liability and such settlement does not affect DataPrizm ‘s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

DataPrizm shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a patent or a trademark of a third party or misappropriates a trade secret; (ii) a claim, which if true, would constitute a violation by DataPrizm of its representations or warranties; or (iii) a claim arising from breach of this Agreement by DataPrizm; provided that you (a) promptly give written notice of the claim to DataPrizm (b) give DataPrizm sole control of the defense and settlement of the claim (provided that DataPrizm may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to DataPrizm all available information and assistance; and (d) have not compromised or settled such claim. DataPrizm shall have no indemnification obligation pursuant to this Agreement, for claims to the extent arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

 

8. DISCLAIMER OF WARRANTIES

Except for the warranties specified herein, data prizm and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Dataprizm and its licensors do not represent or warrant that (a) the use of the service will be error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, or (e) errors or defects will be corrected. Except for the warranties specified herein, the service and all content is provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, are hereby disclaimed to the maximum extent permitted by applicable law by data prizm and its licensors.

 

9. INTERNET DELAYS

Data prizm’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Data prizm is not responsible for any delays, delivery failures, or other damage resulting from such problems.

 

10. LIMITATION OF LIABILITY

Except for a breach of section 2.9 or party’s indemnification obligations in section 7 in no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.

 

11. ADDITIONAL RIGHTS

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

 

12. NOTICE

DataPrizm may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Data Prizm’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Data Prizm ‘s account information. Such notice shall be deemed to have been given upon the expiration of 48 business hours after mailing or posting (if sent by first class mail or pre-paid post) or 24 business hours after sending (if sent by email). You may give notice to Data Prizm (such notice shall be deemed given when received by Data Prizm) at any time by any of the following: letter sent by confirmed facsimile to Data Prizm; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Back Azimuth Consulting, 19 Breakwater Ln. Windsor, CT 06095 US in either case, addressed to the attention of: Chief Executive Officer.

 

13. MODIFICATION TO TERMS

Data Prizm reserves the right to modify its policies relating to the Application at any time. Continued use of the Service after any such changes shall constitute your consent to such changes.

 

14. ENTIRE AGREEMENT

This Agreement (including any amendment thereto), together with the Privacy Policy, represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties.

 

15. ASSIGNMENTS; CHANGE IN CONTROL

This Agreement may not be assigned by a party without the prior written approval of the other but may be assigned without consent by a party to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

 

16. GENERAL

This Agreement shall be governed by Connecticut law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Data Prizm as a result of this agreement or use of the Service. The failure of a party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by a party in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Data Prizm and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

 

17. HEADINGS

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control of affect the meaning or construction of any provision of this Agreement.

 

18. DEFINITIONS

As used in this Agreement now or hereafter associated herewith: “Effective Date” means the date specified above or the date of account creation in the Data Prizm account administration area.

“Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service.

“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s).

“Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).

“DataPrizm” means collectively DataPrizm, Back Azimuth Consulting, LLC, a Connecticut limited liability company, having its principal place of business at 19 Breakwater Ln, Windsor, Connecticut 06095, USA.

“DataPrizm Application” means all of DataPrizm’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by DataPrizm in providing the Service.

“Service(s)” means the specific edition of DataPrizm Application, developed, operated, and maintained by Data Prizm, accessible via www.back-azimuth.com or clients.vocdms.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by DataPrizm, to which you are being granted access under this Agreement.

“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by DataPrizm at your request).