Effective July 1, 2023
1. DEFINITIONS. Capitalized terms used herein without definition will have the respective meanings set forth in the Agreement.
“Active User” means any Member who uses Media Shuttle in a given month except for those Members who only use the Product to receive fewer than three (3) file transfers in such month.
“Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with the applicable party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. Signiant Affiliates include, without limitation, Levels Beyond, Inc.
“Agent” means an instance of Signiant Home Agent or Peered Agent software for transfer or relay use in connection with Flight Deck.
“Ancillary Software” means any software provided by or on behalf of Signiant in connection with a Product, including without limitation Managers, Agents, APIs, SDCX Server, and Data Plane API (also known as Media Shuttle SDK).
“Annual Subscription Price” means the fee (excluding Overage) for each one-year period (or other period mutually agreed upon in writing) of the Term for use of the Product, as specified in the applicable Ordering Document(s).
“Cloud Data” means the total amount of data, in gigabytes, that Customer may consume in the applicable period as described in the relevant Ordering Document. For the sake of clarity, Cloud Data consumption includes use of features that pass data through the cloud and files that pass through a Signiant service tier in the cloud. Examples include “app-less transfers” and “Play”.
“Customer” means the company identified as such in the applicable Ordering Document(s).
“Customer Content” means materials transmitted, uploaded or received by Customer or generated at Customer’s direction through its use of Product(s) and/or Services, but excluding in all cases Prohibited Content.
“Data Out” means a fee charged by Customer’s cloud storage provider for data transferred from the Customer’s cloud storage.
“Documentation” means any specifications, guides, reference documents or other documentation provided by Signiant to Customer in connection with a Product.
“Endpoint” means a server or servers where Jet-related software is installed.
“Flight Deck” means the cloud-enabled Product named Flight Deck.
“Jet” means the software-as-a-service Product named Jet.
“Jet Connector” means the virtual token that is consumed (one on each end) when a Route is created using Jet.
“Manager” means a Signiant Manager used in connection with Flight Deck.
“Media Engine” means the Signiant Platform feature named Media Engine.
“Media Shuttle” means the software-as-a-service Product named Media Shuttle.
“Member” means a unique email address registered on the Media Shuttle system. A Member may or may not be an Active User in any given monthly period.
“Ordering Documents” means a SaaS Ordering Document, subscription order schedule, purchase order or other Product subscription ordering document accepted by Signiant.
“Overage” means the fees charged to Customer in the event that, (i) in the case of Media Shuttle, the number of actual Active Users in a monthly period exceeds the number of Active Users included in the Annual Subscription Price; (ii) in the case of Jet, the number of actual Jet Connectors consumed exceeds the number of Jet Connectors included in the Annual Subscription Price; (iii) in the case of Flight Deck, the number of actual Managers or number and applicable type of actual Agents exceeds the number of Managers or such number and type of Agents, as applicable, included in the Annual Subscription Price; (iv) in the case of Media Engine, the number of actual Media Engine users in a monthly period exceeds in the aggregate the number of such users included in the Annual Subscription Price; (v) in the case of Reach Engine, the number of users, workflows, or other usage metric, if any, included in the Annual Subscription Price; or (vi) Customer consumes, across all Products, Cloud Data in aggregate excess of the amounts included in the Annual Subscription Price.
“Permitted Third Parties” means third parties such as customers, consultants or vendors of Customer whom Customer authorizes to access or use the Product(s) pursuant to the Agreement and the functionality available in the Product.
“Product” means the applicable Signiant product subscribed to by Customer under the Agreement and the applicable Ordering Document(s).
“Prohibited Content” means data, information or other content comprising (i) classified information under any applicable law, regulation or governmental authority, (ii) materials, the possession or transmission of which is illegal under applicable law, or (iii) personal data of or relating to minors.
“Reach Engine” means the Product named Reach Engine.
“Registered” means, in connection with Flight Deck, that the Agent security certificate located within the Product has been stored in the Manager or exchanged with other Manager(s).
“Route” refers to the transmission path between two Endpoints, as defined by two discrete Jet Connectors. Individual Routes may not share Jet Connectors.
“Services” means any professional services provided by Signiant in connection with the Agreement and delivered pursuant to a Statement of Work.
“Signiant” means Signiant, Inc. and/or its Affiliates, as applicable.
“Signiant Platform” means the Signiant online platform made available by Signiant to customers of its software-as-a-service and web-enabled Products.
“Statement of Work” means a statement of work signed and entered into by Signiant and Customer pursuant to this Agreement.
“Term” as to any Product means the term specified in the applicable Ordering Document.
“Upgrades” means patches, releases, modifications and updates to, and new versions of, the Product or any of its components, in each case as provided by Signiant to its customers generally and at no additional charge, but does not include any Product marketed by Signiant as a separate product or as a module for which Signiant generally charges additional fees
“Work” means any work, ideas, inventions, discoveries, methods, methodologies, processes and improvements, computer programs, software products, specifications, operating instructions, notes, and all other documentation, in each case created or conceived by or on behalf of Signiant, alone or with others, in connection with Services rendered hereunder to which Customer is provided access to and/or use of under a Statement of Work.
2. THE SIGNIANT PLATFORM AND PRODUCTS GENERALLY.
2.1 For each Product specified in the applicable Ordering Document(s), and subject to the additional Product-specific terms set forth below, if any, Signiant grants to Customer a personal, nonexclusive, nontransferable, non-sublicensable, limited right to access and use the Product (and, for applicable Products, the Signiant Platform) during the Term in accordance with the Ordering Document and the Documentation, which may include local installation of the object code version of certain elements of such Product or Ancillary Software at premises owned or controlled by Customer. Customer will use Signiant Platform and each Product and its Documentation only for Customer’s internal business use, and not for the benefit of any third party, whether on a time-rental, sharing, service-bureau or similar basis. Notwithstanding the foregoing, where enabled by Signiant within or in connection with the Product, Customer may permit Permitted Third Parties to use the Product(s) solely in the course of conducting business with Customer and solely in connection with Customer’s use of such Product(s) subject to the terms and conditions of this Agreement.
2.2 Customer acknowledges that the Product, including the Documentation, is protected by federal copyright law and international treaties. Customer will not copy or permit any third party to copy the Product or any portion thereof except, in the case of a locally installed Product or elements of the Product or Ancillary Software, (i) as necessary for the purpose of executing it on a single machine (whether a stand-alone computer or a workstation of a multi-terminal system) or (ii) to create an archival copy. Except as otherwise expressly set forth in this Agreement or expressly agreed by Signiant in writing, and except in connection with a documented data-recovery re-installation in the event of equipment failure or replacement, each licensed copy of any locally installed Product element or Ancillary Software, as specified on the applicable Ordering Document or otherwise enabled by the Product or permitted by Signiant, may be installed only once, and Customer must not transfer or create any other instance of such element, or Ancillary Software or otherwise transfer access to the foregoing to any third party.
2.3 Customer must not make any attempt to unlock or bypass any initialization system or system designed to control use or encryption techniques utilized by the Product or the Signiant Platform. To the fullest extent permitted by applicable law, Customer must not copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Product or the Signiant Platform or create derivative works based on the Product, the Signiant Platform or Documentation or access, install or use the Product or Signiant Platform in such manner as to enable unlicensed use of any Products. To the extent Customer or any Permitted Third Party may be considered an agency, department or instrumentality of the U.S. Government, use of the Product and the Signiant Platform is subject to the terms of this Agreement, and the Product and Signiant Platform are furnished solely as unpublished, copyrighted, trade secret, proprietary data and is “commercial computer software,” “restricted computer software,” or with “restricted rights” as defined in applicable regulations.
2.4 Customer acknowledges and agrees that for any applicable Product or component thereof or for Ancillary Software, (i) failure to implement all Upgrades supplied by Signiant or (ii) any attempts by Customer to alter any Product or component thereof or Ancillary Software without Signiant’s written direction or consent will be at Customer’s sole risk and may render the Product or such component or Ancillary Software unusable or nonconforming to the applicable Documentation. In no event will Signiant have any obligation to support or maintain any Product or any component or Ancillary Software except as otherwise expressly agreed in writing, and in any event Signiant will be under no obligation to support or maintain any Product, component or Ancillary Software that has been altered or for which Upgrades have not been applied promptly after their release by Signiant. Signiant will not be responsible or liable for warranty or infringement claims, errors or any nonconformance with the applicable Documentation if such claims arise out of or are related to (i) any alteration made by Customer; (ii) Customer’s failure to implement any Upgrades within a reasonable period of time after their release by Signiant or (iii) the use or combination of the Product, component or Ancillary Software with other items not provided by Signiant.
2.5 Customer must not use any Product or Ancillary Software to transmit Prohibited Content or to create any product or service that competes with Signiant or that exists for the purpose of providing a technology or service offering for the accelerated movement of files of any type other than as purely incidental to Customer’s existing Member experience, service offering, or application. Customer has no right to repackage, divert, license, sublicense, rent, or resell any Product or Ancillary Software to or for the benefit of any third party.
2.6 Signiant, with reasonable prior notice, will have the right to audit the usage of the Product and Work and Customer’s compliance with the Agreement.
2.7 Statistical Usage Data.
2.7.1 Signiant collects statistical usage information from the use of its Products and the Signiant Platform, including use by Customer, Active Users, Members and Permitted Third Parties. Customer acknowledges and agrees that Signiant will have the unrestricted right to compile statistical and performance information related to the provision and operation of the Product, the Signiant Platform and Services and use such data in an aggregate and anonymous manner, provided that such information does not identify Customer or its Active Users, Members or Permitted Third Parties or incorporate file-names or transmitted Customer Content or other Customer Proprietary Information. Signiant retains all intellectual property rights to such aggregated and anonymous statistical information.
2.8 Disclaimer; Privacy; Credentials.
2.8.1 IN ADDITION TO AND WITHOUT LIMITING THE DISCLAIMERS AND LIMITATION OF LIABILTY SET FORTH IN THE AGREEMENT, SIGNIANT IS NOT RESPONSIBLE FOR ANY USE, MISUSE, UNAUTHORIZED DISCLOSURE OR MISAPPROPRIATION OF ANY CUSTOMER, MEMBER OR OTHER USER CONTENT OR INFORMATION, INCLUDING CUSTOMER PROPRIETARY INFORMATION, BY CUSTOMER, ANY MEMBER, ANY SUCH USER OR ANY THIRD PARTY WHO GAINS ACCESS TO ANY SUCH CONTENT OR INFORMATION DIRECTLY OR INDIRECTLY FROM CUSTOMER OR ANY SUCH MEMBER OR USER.
2.8.3 In the event that it is necessary for Customer to provide Signiant with Customer’s cloud storage or other service provider credentials, Signiant will use such credentials for the sole purpose of providing the Product, the Signiant Platform and Services to Customer. Signiant represents that such credentials (i) will not be retained by Signiant after the term of this Agreement and (ii) constitute Customer Proprietary Information.
2.9 Overage; Data Out
2.9.1 If the Annual Subscription Price includes features or functionality that transfer data to or from the cloud or transfer or stream through the cloud, then the Annual Subscription Price will include an aggregate amount of Cloud Data to be used across all Product subscriptions throughout the Term. Once Customer has consumed all allotted Cloud Data included in the Annual Subscription Price for its aggregated Product subscriptions during a given period, Customer will be charged for and must pay Cloud Data Overage at the rate set forth in the applicable Ordering Document. Product-specific Overage other than for Cloud Data is identified in the definition of “Overage” above and applies as set forth in the applicable Product sections below. Customer will be billed for Overage monthly in arrears based on calendar month. All payments are due within thirty (30) days from Customer’s receipt of the applicable invoice.
2.9.2 In addition, Customer will be charged for and must pay any Data Out fees incurred by Signiant from Customer’s cloud storage provider in connection with the use of any Product. Such fees will be charged to Customer on a pass-through basis at the cloud storage provider’s then current rates or at fixed rates, in each case as set forth in the applicable Ordering Document. All payments are due within thirty (30) days from Customer’s receipt of the applicable invoice.
3. FLIGHT DECK.
3.1 Customer may access and use Flight Deck and install and use applicable Ancillary Software, in each case during the Term, subject to the limits on the number of Managers, number and type of Agents, and the amount of Cloud Data set forth in the applicable Ordering Document.
3.2 Customer may install the number and type of Agents licensed by Customer hereunder at a Permitted Third Party’s facility and permit such Permitted Third Party to use such Agent(s) solely to deliver content to or receive content from Customer via Agent(s) licensed for such use.
3.3 Except as otherwise explicitly permitted herein: (i) the Product is for use by Customer personnel only; (ii) the applicable Agent license key(s) may only be applied to a single Manager; (iii) the applicable type of Agents may only be used to communicate directly to a single Manager licensed by Customer or to additional Registered Managers through their primary Manager, as described in the Documentation (sometimes referred to therein as “Cross Trust”). Overage will be assessed if at any time the actual number of Managers or number and type of Agents exceeds the number of Managers or number and type of Agents, as applicable, set forth in the applicable Ordering Document.
3.4 Customer must neither install Agents at a Permitted Third Party’s facility, nor allow the Permitted Third Party to use such Agents unless such Permitted Third Party has accepted Signiant’s end-user terms applicable to Agents, if any, or entered into a written agreement with Customer that contains terms at least as restrictive with respect to the Product and Agents as those contained herein and includes the following or substantially similar language: “[Permitted Third Party] agrees that all right, title and interest in and to any software (the “Signiant Product”) provided to Customer or [Permitted Third Party by Signiant, Inc. (“Signiant”) belong to Signiant, and no such right, title or interest therein is transferred to [Permitted Third Party], except for the limited license granted hereunder. To the fullest extent permitted by applicable law, [Permitted Third Party] will not (i) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Signiant Product or create derivative works based on the Signiant Product or install or use the Signiant Product in such a manner as to enable the use of unlicensed Signiant Products, or (ii) distribute or transfer the Signiant Product to any party”]. Customer must enforce the terms of any such agreement with the Permitted Third Party, and Customer will be fully liable and responsible to Signiant for any breach by the Permitted Third Party.
4. MEDIA SHUTTLE.
4.1 Customer may access and use Media Shuttle and install and use applicable Ancillary Software, in each case during the Term, subject to the limits on the number of Active Users and the amount of Cloud Data set forth in the applicable Ordering Document.
4.2 Customer may provide access to Members as it deems necessary. Customer will be charged for the number of Active Users in accordance with the pricing set forth in the applicable Ordering Document. Individually identified Member accounts cannot be shared with any other individual(s) or used as pool or group accounts. Each party that is designated by Customer as a Member will be sent a Signiant-owned link and password in connection with the use of the Product. Overage will be assessed if in any calendar month the actual number of Active Users exceeds the number of Active Users set forth in the applicable Ordering Document.
5.1Customer may access and use Jet and install and use applicable Ancillary Software, in each case during the Term, subject to the limits on the number of Jet Connectors and the amount of Cloud Data set forth in the applicable Ordering Document.
5.2 Customer may create Routes using Jet Connectors included in Customer’s Annual Subscription Price. Each Route consumes two unique Jet Connectors. Customer will be charged for the number of Jet Connectors in accordance with the pricing set forth in the applicable Ordering Document. Overage will be assessed if in any calendar month the actual number of Jet Connectors installed exceeds the number of Jet Connectors set forth in the applicable Ordering Document.
5.3 Once a Jet Connector has been used to form a Route, it has been consumed for the duration of the Term and cannot be re-deployed in connection with or to create a new Route.
5.4 In the case of Cloud Data consumed through transfers using Jet, if Customer initiates a transfer to or receives a transfer from a third party, the transfer will be counted against Customer’s allotted Cloud Data.
6. REACH ENGINE.
6.1 Customer may access and use Reach Engine and install and use applicable Ancillary Software, in each case during the Term, subject to the limits, if any, on number of users, workflows, or other usage metric set forth in the applicable Ordering Document.
6.2 Where applicable, Customer is responsible for its own AWS S3/Glacier or other environment(s) and transcoding solution(s) specified by Signiant, as well as for enabling Reach Engine access thereto, in each case in accordance with the applicable Documentation. Reach Engine works in combination with other Products, including Media Shuttle and Jet. Reach Engine workflows that result in transfers using such other Products are subject to the Overage and Cloud Data terms applicable to such Products as set forth herein. Overage for Reach Engine itself, if applicable, will be assessed if in any calendar month the actual amount of the usage metric, if any, exceeds the amount specified in the applicable Ordering Document.
8. THE MEDIA ENGINE FEATURE OF THE SIGNIANT PLATFORM.
8.1 In connection with any Product-enabled access to and use of the Signiant Platform, Customer and its users may access and use Media Engine during the Term of the applicable Product subscription(s) at no additional charge, subject to applicable limits on Customer’s aggregate allotted number of monthly Media Engine users. Additional Media Engine users may be subject to Overage fees.
9.1 The scope of Services, if any, to be performed by Signiant will be set forth in one or more mutually agreed Statement(s) of Work, and each Statement of Work will contain: (a) a description of the Services; (b) the estimated performance schedule, if available; and (c) a description of fees and payment schedule. If applicable, the Statement of Work may contain additional terms and conditions governing the Services.
9.2. Certain Services may include the preparation and delivery of specified deliverables. The definition of associated deliverables will be included in the definition of the Services in the relevant Statement of Work. Unless otherwise specified in a Statement of Work, licenses to deliverables will be governed by Section 2 of the Agreement.
9.3 Signiant will provide Services under any Statement of Work in a professional and workmanlike manner.
9.4 Customer will provide Signiant with such resources, information and assistance as Signiant may reasonably request in connection with the performance of the Customer acknowledges that Signiant’s ability to successfully perform the Services in a timely manner is contingent upon such resources, information and assistance, and Signiant will have no liability for deficiencies in the Services resulting from Customer’s acts or omissions.