Junto End User License Agreement

Last updated: January 1, 2024

PLEASE CAREFULLY REVIEW THIS AGREEMENT IN ITS ENTIRETY BEFORE USING OR DOWNLOADING JUNTO SOFTWARE. BY DOWNLOADING, INSTALLING, OR PURCHASING THIS SOFTWARE, YOU ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. IF YOU ARE LOCATED OUTSIDE THE UNITED STATES OF AMERICA, PLEASE CONTACT YOUR JUNTO REPRESENTATIVE TO REQUEST THE RELEVANT VERSION OF THIS AGREEMENT TAILORED TO YOUR COUNTRY OR REGION. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SPECIFIED IN THIS AGREEMENT OR THE APPROPRIATE VERSION OF THIS AGREEMENT FOR YOUR COUNTRY OR REGION, REFRAIN FROM DOWNLOADING, PURCHASING, INSTALLING, OR USING THIS SOFTWARE. IF YOU POSSESS A MASTER SIGNED AGREEMENT WITH THE JUNTO THAT REFERENCES AN ORDER EXECUTED BETWEEN YOU AND JUNTO, THAT SIGNED AGREEMENT WILL TAKE PRECEDENCE OVER THIS AGREEMENT.

By purchasing, downloading, or using Junto Offerings, Customer agrees to be bound by the terms of this Agreement.

1. OFFERINGS

1.1. Applicable Terms. The terms of the Order and these General Terms, including applicable Exhibits and Offering-specific Notes (collectively, the “Agreement”) govern Customer’s use of the Offerings. The following descending order of precedence applies: (a) the Order; (b) the General Terms; (c) the Exhibits; and (d) the Offering-specific Notes.

1.2. Users. Customer is responsible for its Users’ compliance with the Agreement.

1.3. Restrictions. Customer may use the Offerings only for its internal use and for the benefit of its Affiliates. Affiliates may not use the Offerings. Customer may not resell or sublicense its rights to the Offerings. Customer may not use the Offerings in an application service provider, service bureau, hosted IT service, or similar capacity for third parties.

1.4. Benchmarking. Customer may use the Offerings to conduct internal performance testing and benchmarking studies. Customer may only publish or distribute study results with Junto’s approval. Customer may submit requests to Junto by emailing support@Junto.com.

1.5. Evaluations. Evaluations are for 30 days (unless Junto specifies otherwise in writing). Customer may not have access to data in the Evaluation after it ends. Evaluations are provided “AS IS” without indemnification, support, service level commitment, or warranty of any kind, express or implied.

2. ORDERS AND PAYMENTS

2.1. Orders. Each order placed by Customer shall be binding upon acceptance by Provider and shall specify the quantities, descriptions, prices, and any applicable taxes and fees for the Products and Services ordered.

2.2. Purchase Orders. Purchase orders do not have to be signed to be valid. Terms contained in any purchase order or other business form do not apply.

2.3. No Refunds. All Orders are non-refundable and non-cancellable except as expressly provided in the Agreement.

2.4. Overages. Customer must pay all fees for use of the Offerings, including amounts for add-on features and fees incurred based on usage. Junto may bill Customer directly for metered or overage fees, even if Customer originally purchased the Offerings through a Junto authorized reseller.

2.5. Direct Orders. This section 2.5 (Direct Orders) applies only to Orders placed directly with Junto. If Customer purchases entitlements to the Offerings through a Junto authorized reseller, different terms regarding invoicing, payment, and taxes may apply.

2.5.1. Payments. Except as listed in an Order, fees for the Offerings will be governed by the applicable price list at the time of invoicing. Customer must pay all undisputed fees and approved expenses within 30 days from the date of invoice. After 30 days, interest will accrue at the lesser of 1.5% per month or the highest lawful rate.

2.5.2. Disputes. To dispute any fees in good faith, Customer must notify Junto in writing of the reasons for the dispute before the payment due date. The parties must negotiate in good faith to resolve the dispute as soon as reasonably practicable. Junto will not suspend or terminate Customer’s access to any Offering because of any unpaid, disputed fees while Customer and Junto are negotiating to resolve the dispute.
2.5.3. Taxes. Fees are exclusive of Taxes. Customer must pay or reimburse Junto for all Taxes. If Customer is required to withhold any Tax, Customer must gross up its payments so that Junto receives all sums due in full. If Customer’s address is outside of the United States, Junto will treat the Customer’s “bill to” address as the place of supply for VAT purposes.

2.6. Placement of Orders. Customer may initiate the procurement of Products through the submission of various forms of orders, including, but not limited to, the following:

2.6.1. Signed Order: An ordering document executed by both Customer and Junto, which shall constitute a legally binding commitment by Customer to purchase and remunerate the specified Junto Products and/or Maintenance Services.

2.6.2. Governing Quotation: An order referencing a Provider quotation, expressly stipulating that it is exclusively governed by the terms and conditions articulated within the said quotation.

2.6.3.    Partner Orders: Orders executed through authorized Partner entities in accordance with applicable agreements and arrangements.

2.6.4.    Customer Purchase Orders: Orders initiated by Customer through the submission of a formal Customer Purchase Order to Junto.

2.6.5. Submission of an Order, by whatever means, shall unequivocally signify Customer's unwavering commitment to procure and compensate for the specified Products and/or Maintenance Services. It is expressly understood that each Order tendered to Junto is subject to approval by Junto, either by explicit written acknowledgment or by the initiation of performance.

2.7. Professional Services and Training

2.7.1. In addition to the acquisition of Products, Customer retains the prerogative to solicit Orders for professional services and training, subject to the prevailing professional services terms and conditions offered by Provider at the time of procurement.

3. SOFTWARE LICENSE

3.1 Grant of License. Subject to Customer's full compliance with the terms delineated in this Agreement, Provider hereby extends to Customer, and Customer duly accepts from Provider, a non-exclusive, non-transferable (except as otherwise explicitly stipulated herein), and non-sublicensable license (hereinafter referred to as the "License") to employ the specified quantities of each Software item licensed from Provider or a designated Partner.

3.2. Usage Restrictions. With the exception of Managed Service Provider (MSP) Licenses, Customer shall restrict its use of the Software solely to facilitate the internal business operations of both itself and its affiliated entities on a global scale.

4. RESTRICTIONS

4.1. Usage Limitations. Customer shall adhere to the following restrictions and undertakings with respect to the use of the Software:

4.1.1. Authorized Use: Customer may solely employ the Software in strict accordance with the terms and scope of the license granted herein, and any use beyond such licensing is expressly prohibited.

4.1.2. Source Code Access: Customer shall not engage in any activities aimed at reverse engineering, decompiling, or any other efforts to gain access to the source code of the Software, except to the extent that such restrictions are expressly forbidden by applicable law and solely after providing prior written notice to Junto.

4.1.3. Alterations and Notices: Customer shall refrain from copying, altering, creating derivative works from, or removing any proprietary notices affixed to the Products or Documentation.

4.1.4. Resale and Distribution: Customer is prohibited from reselling, sublicensing, distributing, or renting the Products or Documentation to any third party.

4.1.5. Hosted Services: The use of the Software to offer hosted or managed services to third parties, with the exception of Managed Service Provider (MSP) Licenses, is strictly prohibited.

4.1.6. Competitive Activities: Customer shall abstain from employing the Products or Documentation for the purpose of developing or enhancing any competitive offering or engaging in any activities that directly compete with Junto.

4.1.7. Security Measures: Customer shall not engage in security or vulnerability tests of the Software, disrupt its normal operation, or circumvent any access, licensing, or copying restrictions imposed by Junto.

5. TERM

5.1. Term. The Agreement applies to the Offerings from the effective date of the Order until the expiration or termination of Customer’s entitlement to the Offerings as set forth in this Agreement.

5.2. Temporary Suspension. In the event of a security risk to a Service or its users, Junto may suspend Customer’s use of that Service. Such suspension will be for the minimum duration necessary to address the security risk.

5.3. Termination for Cause. Either party may terminate the Agreement (in whole or in part) or Customer’s entitlement to an Offering under the Agreement effective immediately upon written notice if the other party:

5.3.1. Material Breach: materially breaches any provision of the Agreement and fails to cure within 30 days after receiving written notice; or

5.3.2. Insolvency or Bankruptcy: Becomes insolvent or subject to any form of bankruptcy proceeding.

5.4. Effect of Termination: Upon termination of this Agreement or any part thereof:

5.4.1. Termination of Entitlements: All entitlements to the applicable Offerings immediately end;

5.4.2. Cessation of Use: Customer must cease using, and destroy any copies of, those Offerings.

5.4.3. Return or Destruction of Confidential Information: Each party must return or destroy any Confidential Information of the other party in its control (other than information that must be retained by law).

5.4.4. Survival of Certain Provisions: Any provision that is intended by the parties to survive termination of this Agreement will survive.

5.5. Additional Termination Provisions: In addition to the termination rights described in Section 3.3, termination of this Agreement or a License may occur by mutual written agreement of Provider and Customer.

5.6. No Refund Upon Termination: Except as expressly provided in this Agreement, all Orders are non-refundable and non-cancellable upon termination.

6. CONFIDENTIAL INFORMATION

6.1. Protection. Recipient must protect Discloser’s Confidential Information with at least the same care as it protects its own Confidential Information but not less than reasonable care. Recipient may not use Discloser’s Confidential Information except to exercise its rights and perform its obligations under the Agreement. Recipient may disclose Confidential Information only to Recipient’s Affiliates, employees and contractors who need to know the Confidential Information for purposes of the Agreement and who have a duty of confidentiality no less restrictive than this section 4 (Confidential Information).

6.2. Exceptions. Recipient’s obligations under section 4.1 (Protection) do not apply if the information: (a) is rightfully known by Recipient at the time of disclosure without any obligation of confidentiality; (b) is lawfully disclosed to Recipient by a third party without confidentiality restrictions; (c) becomes publicly available through no fault of Recipient; or (d) is independently developed by Recipient without access to or use of Discloser’s Confidential Information.

6.3. Injunctive Relief. Nothing in the Agreement limits a party’s right to seek equitable relief for breach of this section (Confidential Information).

7. PROPRIETARY RIGHTS

7.1. Intellectual Property Rights

7.1.1. Copyright and Intellectual Property Laws. Customer acknowledges and agrees that the Products provided under this Agreement are protected by copyright and other applicable intellectual property laws and treaties.

7.1.2. Ownership. Customer further acknowledges and understands that Junto, its Affiliates, and/or its licensors hold and retain all copyright and other intellectual property rights in the Products, including but not limited to the Software.

7.1.3. Licensing Nature. Customer expressly recognizes that the Software is licensed under the terms of this Agreement and is not sold to Customer.

7.2. Trademarks and Service Marks. This Agreement does not grant Customer any rights, whether explicit or implied, to use Junto's trademarks or service marks.

7.3. Customer Content and Intellectual Property Rights: Customer retains all Intellectual Property Rights in and to Customer Content.

7.4. Junto IP. Junto retains all Intellectual Property Rights in and to the Offerings, including any improvements, enhancements, modifications, and derivative works. If Customer provides any feedback about the Offerings, Junto may use that feedback without restriction.

7.5. Unexpressed Rights. Except as expressly stated in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other party’s content or intellectual property.

8. MAINTENANCE SERVICES

8.1. Provision of Maintenance Services. If Maintenance Services are ordered by Customer, Provider shall provide Maintenance Services in accordance with Provider's then-current Support Guide available on Provider's Support Site, which outlines the scope of Maintenance Services, including support offerings, severity levels, response times, and contact information. The duration of Customer's entitlement to Maintenance Services shall constitute a "Maintenance Period." The Support Guide is incorporated into this Agreement and may be subject to updates at Provider's discretion; provided, however, that Provider shall not materially reduce the level of technical support services during a paid support period. Maintenance Services shall include:

8.1.1. Software Updates. Provider shall make available new releases and corrections of the Software when such releases or corrections are generally available to its supported customers at no additional license fee.

8.1.2. Technical Support. Provider shall provide technical support for issues that are demonstrable within the currently supported release(s) of the Software.

8.2. Fees and Payment. Maintenance Services fees are due and payable annually in advance of the support period. Unless otherwise stated in the Order, each License shall include an initial Maintenance Period commencing on the date of the initial delivery of the Software following an Order and continuing for twelve (12) months thereafter.

8.3. Renewal of Maintenance Services. The Maintenance Period for perpetual Licenses shall automatically renew for additional terms of 12 months, at the prices specified in a Maintenance Services renewal Quotation provided by Provider, unless either party cancels the renewal with at least sixty (60) days' prior written notice (email shall suffice). Maintenance Services must be ordered for all copies of each licensed Product and may not be purchased for only a subset of licenses of a Product. Details regarding the procedure and fees for reinstating Maintenance Services for Software following a lapse can be found on the Support Site.

9. LIMITED WARRANTIES

9.1. Software and Cloud Services. Junto warrants that Software and Cloud Services will substantially conform with the Documentation: (a) for Software, for 90 days following Delivery; or (b) for Cloud Services, for the Subscription Term. Customer must properly install and use the Offerings without modification and in accordance with the Documentation. Customer must notify Junto of an alleged breach of this warranty within the applicable warranty period. As Customer’s sole remedy for a breach of this warranty, Junto must either: (1) correct any reproducible error in the Software or Cloud Service; or (2) terminate the Software or Cloud Service and refund applicable license fees (for Software) or unused, prepaid fees (for Cloud Services).

9.2. Professional Services and Support Services. Junto warrants that Professional Services and Support Services will be performed in a professional manner following industry standards. Customer must notify Junto within 30 days of an alleged breach of this warranty. As Customer’s sole remedy for a breach of this warranty, Junto must either: (a) rectify the breach; or (b) terminate the applicable Service and refund any unused, prepaid fees for that Service.

9.3. Disclaimer of Warranties. Except for the limited warranties in this section 6 (Limited Warranties), to the maximum extent permitted by law, Junto, for itself and on behalf of its suppliers, disclaims all warranties and conditions whether express, implied, or statutory, including any warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or course of performance, relating to the Offerings. Neither Junto nor its suppliers warrant that the Offerings will operate uninterrupted, that Offerings will be free from defects or errors, or that the Offerings will meet (or are designed to meet) Customer’s requirements.

10. INDEMNIFICATION

10.1. Indemnification Obligations. Subject to the remainder of this section 7 (Indemnification), Junto will: (a) defend Customer against any Infringement Claim; and (b) indemnify Customer from amounts finally awarded against Customer by a court of competent jurisdiction or a government agency, or agreed to in a settlement, for the Infringement Claim. Customer shall indemnify and defend Junto, Junto’s affiliated entities and its and their employees, officers, contractors and agents (collectively, “Junto Indemnified Parties”) from and against any and all Claims to the extent such Claims arise out of breach of the Agreement.

10.2. Requirements. Customer must provide Junto with prompt notice of any Infringement Claim and cooperate with Junto’s requests for assistance. Junto will have sole control of the defense and settlement of the Infringement Claim.

10.3. Exclusions. Junto has no obligation under this section 7 (Indemnification) with respect to an Infringement Claim based on: (a) combination of Indemnified Materials with non-Junto materials; (b) use of an older version of Indemnified Materials when use of a newer version would have avoided the infringement; (c) any modification to Indemnified Materials other than those made by Junto; (d) any Deliverable provided by Junto in accordance with Customer’s specifications; (e) any claim relating to open source software or freeware technology that is not embedded by Junto into the Offerings; or (f) any Indemnified Material provided on a no-charge, beta, or evaluation basis.

10.4. Remedies. If Indemnified Materials become, or in Junto’s reasonable opinion are likely to become, the subject of an Infringement Claim, Junto must, at its option and expense, either: (a) procure the necessary rights for Customer to keep using the Indemnified Materials; or (b) modify or replace the Indemnified Materials to make them non-infringing. If those remedies are not commercially feasible, Junto may terminate Customer’s entitlement to the Indemnified Materials and refund any applicable: (1) prepaid fees for Subscription Software, prorated for the remaining portion of the then-current Subscription Term; (2) fees paid for Perpetual Licenses or Deliverables, less straight-line depreciation over a three-year useful life; and (3) unused, prepaid fees for discontinued Support Services.

10.5. Sole Remedy. This section 7 (Indemnification) states Customer’s sole remedy and Junto’s entire
liability for Infringement Claims.

11. LIMITATION OF LIABILITY

11.1. Disclaimer. To the maximum extent permitted by law, neither party will be liable for lost profits or business opportunities, loss of use, loss of data, loss of goodwill, business interruption, or any indirect, special, incidental, or consequential damages under any theory of liability. This limitation will apply regardless of whether a party has been advised of the possibility of those damages and regardless of whether any remedy fails of its essential purpose.

11.2. Cap on Monetary Liability. Each party’s aggregate liability under this Agreement will not exceed amounts paid or payable by Customer for the Offering giving rise to the claim in the 12 months prior to the event giving rise to the claim, except for Perpetual Licenses, where each party’s aggregate liability will not exceed the license fees paid for the Software giving rise to the claim. Junto’s aggregate liability for an Evaluation will not exceed $5,000 USD.

11.3. Exclusions. The limitations of liability in sections 8.1 (Disclaimer) and 8.2 (Cap on Monetary Liability) will not apply to: (a) Junto’s indemnification obligations under section 7 (Indemnification); (b) either party’s infringement of the other party’s Intellectual Property Rights; (c) Customer’s violation of section 2 of the License Agreement); or (d) any liability that may not be limited by law.

11.4. Further Limitations. Junto’s liability for any third-party software embedded into the Software or Cloud Services is subject to this section 8 (Limitation of Liability). Junto’s suppliers have no liability under the Agreement, and Customer may not bring claims directly against them. Junto has no liability with respect to any Third-Party Content.

12. DATA USE AND PRIVACY

12.1. Support Requests and Professional Services. Customer is responsible for taking steps necessary to protect any sensitive information or Personal Data that it provides to Junto while receiving Support Services or Professional Services. Those steps may include obfuscating or removing such information or working with Junto at the time of submission to limit disclosure.

12.2. Required Disclosures. Junto may disclose Customer Content or Confidential Information if Junto is required by law or by order of a judicial or administrative body of competent jurisdiction (a “Demand”). Unless legally prohibited from doing so, Junto must provide Customer with notice and a copy of the Demand. If the Demand relates to Cloud Services, Junto must (i) inform the relevant authority that Junto is a service provider acting on Customer’s behalf and all requests for access to Customer Content should be directed in writing to the contact Customer identifies (or if no contact is timely provided, to Customer’s legal department) and (ii) only provide access to Customer Content with Customer’s authorization. If Customer requests and at Customer’s expense, Junto must take reasonable steps to contest the Demand. If Junto is legally prohibited from notifying Customer of the Demand, Junto must evaluate the validity of the Demand, and, if Junto does not believe the Demand is legal, Junto must challenge the Demand. Junto must limit the scope of any disclosure to the minimum information required to comply with the Demand.

13. MISCELLANEOUS

13.1. Transfer and Assignment. Customer may not assign the Agreement or any Order without Junto’s consent. Once validly assigned, the Agreement will bind and inure to the benefit of the parties and their respective successors and assigns.

13.2. Notice. All notices must be in writing. Notices to Customer will be given: (a) by email to the email address associated with Customer’s account, if Customer has subscribed to email notices; or (b) by posting in the Junto customer portal. Legal notices to Junto will be given to Juntorout, Inc., 8520 Allison Pointe Blvd., Ste. 220, Indianapolis, IN, 46250, United States of America, Attention: Legal Department.

13.3. Waiver. Waiver of a breach of the Agreement will not constitute a waiver of any later breach.

13.4. Severability. If any part of the Agreement is held to be invalid or unenforceable, all remaining provisions will remain in force to the extent feasible to effectuate the intent of the parties.

13.5. Compliance with Laws. Each party must comply with all applicable laws.

13.6. Export Control. The Offerings are subject to the U.S. Export Administration Regulations (including “deemed export” and “deemed re-export” regulations) and may be subject to the export control laws of other countries. Customer represents and warrants that: (a) Customer and any User, are not, and are not acting on behalf of: (1) any person who is a citizen, national, or resident of, or who is controlled by, the government of any country to which the United States has prohibited export transactions; or (2) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List, or any similar applicable designated persons list; (b) Customer, and any User, will not permit the Offerings to be used for any purposes prohibited by law, including any prohibited development, design, manufacture, or production of missiles or nuclear, chemical, or biological weapons; and (c) Customer, and any User, are not subject, either directly or indirectly, to any order issued by any agency of the United States government revoking or denying, in whole or in part, Customer’s United States export privileges. Customer must notify Junto promptly if Customer or any User becomes subject to any order of that type.

13.7. Governing Law. THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF INDIANA, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF INDIANA APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF INDIANA (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES UNDER INDIANA LAW).  THE INDIANA COURTS (STATE AND FEDERAL), SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS AGREEMENT; ANY ACTION OR OTHER PROCEEDING WHICH INVOLVES SUCH A CONTROVERSY SHALL BE BROUGHT IN THOSE COURTS IN MARION COUNTY AND NOT ELSEWHERE.  THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS. ANY PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY, AMONG OTHER METHODS, BE SERVED UPON EITHER PARTY BY DELIVERING IT OR MAILING IT, BY REGISTERED OR CERTIFIED MAIL, DIRECTED TO THE ADDRESS FIRST ABOVE WRITTEN OR SUCH OTHER ADDRESS AS EITHER PARTY MAY DESIGNATE.  ANY SUCH DELIVERY OR MAIL SERVICE SHALL BE DEEMED TO HAVE THE SAME FORCE AND EFFECT AS PERSONAL SERVICE WITHIN THE STATE OF INDIANA.

13.8. Third Party Rights. Other than as expressly stated, the Agreement does not create any rights for any person who is not a party to it. Only persons who are parties to the Agreement may enforce or rely on any of its terms.

13.9. Force Majeure. Except for Customer’s payment obligations, neither party will be liable for any delay or failure to perform due to any cause beyond the party’s reasonable control, including labor disputes, industrial disturbances, systemic utility failures, acts of nature, pandemics, embargoes, riots, government orders, acts of terrorism, or war.

13.10. No Agency. Nothing in the Agreement is intended to constitute a fiduciary relationship, agency, joint venture, partnership, or trust between the parties. No party has authority to bind the other party.

13.11. Counterparts. The Agreement may be signed electronically or in counterparts, in which case each signed copy will be deemed an original as though both signatures appeared on the same document.

13.12. Entire Agreement. The Agreement contains the entire agreement of the parties and supersedes all previous or contemporaneous communications, representations, proposals, commitments, understandings, and agreements, whether written or oral, between the parties regarding its subject matter. The Agreement may be amended only in writing and signed by both parties.

DEFINITIONS

“Affiliate” means an entity that is directly or indirectly controlled by, is under common control with, or controls that party, where “control” means an ownership, voting, or similar interest representing more than 50% of the total interests outstanding of that entity at that time.

“Confidential Information” means information or materials provided by a party (“Discloser”) to the other party (“Recipient”) that: (a) is in tangible form and labelled “confidential” or similar; or (b) information which a reasonable person knew or should have known to be confidential. Confidential Information includes: (1) license keys; (2) Junto pricing, product roadmaps or strategic marketing plans; (3) non-public materials relating to the Offerings; and (4) Customer Login Credentials.

“Customer Content” means content uploaded by Customer or any User into the Cloud Service or provided to Junto as a part of Support Services but does not include Third-Party Content or account information. For purposes of this definition, “content” means any data, including all text, sound, video, or image files, and software (including machine images).

“Deliverables” means any reports, analyses, scripts, templates, code, or other work results delivered by Junto as specified in the applicable SOW for Professional Services.

“Delivery means:” (a) for Cloud Services, when Junto emails the Login Credentials to the email address associated with Customer’s account; (b) for Software, when Junto notifies Customer of availability of Software for download; (c) for Support Services, upon Junto’s issuance of an invoice for those Support Services; (d) for Professional Services, as specified in the applicable SOW; (e) for purchasing program credits, when Junto makes the fund balance available in the applicable portal; and (f) for shipping and delivery of physical objects, Ex Works Junto’s regional fulfillment facility

“Documentation” means the product documentation describing the features, functionality, and use of the Offerings published and updated by Junto from time to time.

“Evaluation” means an Offering (or part of an Offering) made available free of charge, for evaluation, trial, proof of concept, or similar purpose.

“Indemnified Materials” means the Cloud Services, Software, and Deliverables.

“Infringement Claim” means any claim by a third party that the Indemnified Materials infringe any patent, trademark, or copyright of that third party, or misappropriate a trade secret (only to the extent that misappropriation is not a result of Customer’s actions).

“Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, knowledge, inventions, patents, patent applications, moral rights, and all other proprietary rights, whether registered or unregistered.

“Offering(s)” means, collectively, Services or Software.

“Order” means an enterprise order, SOW, quote, or other ordering document for Offerings, issued by Customer to Junto or to Customer’s Junto authorized reseller and accepted by Junto described in section 2 of these General Terms (Orders and Payments).

“Perpetual License” means a license to the Software with a perpetual term.

“Professional Services” means those services described in the applicable SOW.

“Service(s)” means Cloud Services, Support Services, or Professional Services.

“SOW” means a written agreement or Statement of Work between Customer and Junto containing project-specific details of the Professional Services or Junto online datasheet.

“Subscription Software” means Software that is licensed for a specific term.

“Subscription Term” means the period Customer is permitted to use a Cloud Service or Subscription Software, stated in the applicable Order. For any on-demand Cloud Services, Subscription Term means the period during which Customer uses the Cloud Service.

“Support Services” means Junto support and subscription services that are purchased under an Order or included with purchase of Subscription Software or Cloud Services.

“Third-Party Agent” means a third-party delivering information technology services to Customer under a contract with Customer.

“Third-Party Content” means content provided by a third party that interoperates with a Cloud Service, but that is not part of the Cloud Service. Third-Party Content is optional and is subject to the third-party terms accompanying the Third-Party Content.

“U.S. Public Sector End User” means a U.S. Federal End User or a U.S. State or Local Government End User, as those terms are defined in the U.S. Public Sector Exhibit.

“User” means an employee, contractor, or Third-Party Agent that Customer authorizes to use the Offerings as permitted under the Agreement or under Customer’s Login Credentials.

“Junto” means Junto, Inc. and Juntorout, Inc.