APALEO TERMS & CONDITIONS

apaleo Cloud Service Agreement ( “Agreement”)

IMPORTANT NOTICE: This offer of a Agreement is not intended for private persons (B2C). It is only intended for legal entities (B2B).

  1. Accepting the Agreement. Please scroll down and read the following terms carefully.  By clicking “I Accept” or by attempting to register your company for, or access or use the apaleo Cloud PMS for your company, you on behalf of your company (the company hereinafter referred to as “Customer”) agree that these terms form a legally binding agreement (the “Agreement”) between the apaleo (hereinafter, “apaleo”) and Customer. You represent that you have the authority to bind such company defined as Customer to this Agreement. 

  2. AGREEMENT ELEMENTS. This Agreement consists of the following elements in their then current version (incorporated by reference therein, where applicable) in the following hierarchical order, unless stipulated otherwise therein:
    – this Agreement including The APALEO CLOUD SERVICE General Terms and Conditions

  3. The Cloud Service. The Cloud Service are apaleo hosted services that may be accessed by Customer to use and leverage the available apaleo Cloud PMS functionalities, and leverage apaleo Cloud Service APIs, to build and run Customer Applications. The apaleo Cloud PMS functionalities and APIs are collectively referred to as “apaleo Cloud Service”.

  4. AUTHORIZATION BY CUSTOMER. Through apaleo Cloud Service, Customer’s Organization can authorize other users to collaborate with Customer’s Organization to build Customer Applications. Customer is legally bound by and responsible for the actions and declarations of users it authorizes as part of its Organization. 

  5. SUPPORT AND SLA. Support for apaleo Cloud Service will be provided by apaleo as agreed in the Agreement. The system availability of the Cloud Service and excluded downtimes including applicable maintenance windows for the respective Cloud Service are set forth in this Agreement.

APALEO CLOUD SERVICE GENERAL TERMS AND CONDITIONS (“GTC”)
  1. Definitions
    In addition to the definitions set forth in a apaleo Cloud Service Agreement, the capitalized terms used in this document shall have the meaning stated in the Glossary attached at the end of the GTC.

  2. Usage Rights and Restrictions

    1. Grant of Rights. apaleo grants to Customer a non-exclusive, non-transferable and worldwide right during the Subscription Term to access the apaleo Cloud PMS functionalities and APIs (“Cloud Service”) for the internal business operations of the Customer and its Affiliates.

    2. Authorized Users. Customer may grant access to the Cloud Service to Authorized Users only. Customer is responsible for the acts and omissions of all Authorized Users as if they were the acts and omissions of Customer.

    3. Acceptable Use Policy.  Except as permitted in Section 2.1, Customer shall not (sub)license, sell, lease, rent or otherwise make any Cloud Service, Cloud Materials or Documentation available to third parties.  With respect to the Cloud Service, Customer shall not, and shall ensure that Authorized Users do not:

      1. (except to the extent that such rights cannot be validly waived by law) disassemble, decompile, reverse-engineer, copy, translate or make derivative works,

      2. transmit any content or data that is harmful to the Cloud Service, unlawful or infringes any intellectual property rights, or

      3. circumvent or endanger its operation or security.

    4. Notice and Take Down Procedure. apaleo will address claims of copyright infringement on an apaleo website or an apaleo Cloud Service.

    5. Verification of Use.  Customer will monitor its own use of the Cloud Service and report to apaleo any use in excess of the Usage Metrics and volume. apaleo may monitor use of the Cloud Service to verify compliance with Usage Metrics, volume and the Agreement.

    6. Suspension of Cloud Service.
      apaleo may suspend use of the Cloud Service if continued use may result in material harm to the Cloud Service or its users.  apaleo will promptly notify Customer of the suspension. apaleo will limit the suspension in time and scope as reasonably possible under the circumstances.

    7. Third Party Web Services.
      The Cloud Service may include integrations with Third Party Web Services made available on external websites by third parties (other than apaleo GmbH) that are accessed through the Cloud Service and subject to terms and conditions with those third parties.  These third party web services are not part of the Cloud Service and the Agreement does not apply to them. The content of such websites is the sole responsibility of these third parties. Customer is solely responsible for any use of or inability to use such Third Party Web Services by Customer or its Authorized Users, and compliance with the third party terms and conditions applicable to such Third Party Web Services.

    8. Free Trial.  If Customer registers for or executes an agreement for the use of a free trial or beta version of a Cloud Service, Customer agrees that:

      1. the Cloud Service may not be used in a production mode for any productive business purposes;

      2. neither Customer nor any Authorized User shall upload or otherwise transmit any personal data or other sensitive information to the Cloud Service; and

      3. to the extent permitted by applicable law, apaleo has no obligation to provide any particular service level or assistance services for the Cloud Service and apaleo may cease providing access to such Cloud Service at any time without notice.

        This Section 2.8 prevails over any conflicting term of the Agreement.

    9. Excluded Components. Customer may not use, and may not authorize any Authorized Users to use, any Excluded Components in connection with the Cloud Service.  “Excluded Components” means any software, data, content or other material (collectively, “Components”) that is subject to a license that requires, as a condition of the use, access, and/or modification of the Component, that any other software or service interacting with or hosted alongside such Component: (a) be disclosed or distributed in source code form, (b) be licensed to recipients for the purpose of making derivative works, (c) be licensed at no charge, (d) not be used for commercial purposes, or (e) be otherwise restricted or encumbered in any manner.

  3. apaleo RESPONSIBILITIES AND OBLIGATIONS

    1. Customer Assistance.   apaleo will provide support in the form of customer assistance for the Cloud Service via it’s Zendesk Ticketing System (“Support”), on which Customer can create new support tickets for the apaleo Cloud PMS.

    2. Security.  apaleo uses reasonable security technologies in providing the Cloud Service. As a data processor, apaleo will implement technical and organizational measures referenced in the Agreement to secure personal data processed in the Cloud Service in accordance with applicable data protection law.

    3. Modifications.  The Cloud Service and apaleo Policies may be modified by apaleo.  apaleo will notify Customer of modifications by email, release notes, Documentation or the Cloud Service. Modifications may include optional new features for the Cloud Service, which Customer may use subject to the then-current Supplement and Documentation.

    4. Analyses.  apaleo or apaleo Affiliates may use anonymous information relating to use of the Cloud Service to prepare analyses. Analyses do not contain Customer Confidential Information. Examples of analyses include: optimizing resources and support, research and development, verification of security and data integrity, internal demand planning, industry trends and developments and anonymous benchmarking with other customers of such Cloud Service. apaleo may provide non-anonymous benchmarking services with Customer’s prior written consent.

    5. System Availability.  Unless otherwise stipulated in the herein, apaleo will maintain an average monthly system availability for the apaleo Cloud Service of 95%.

  4. Customer Data and Personal Data; Customer Responsibilities and Obligations

    1. Data Scanning. Customer will ensure that any content that Customer uploads into a Cloud Service, is scanned before the upload with enterprise-grade security software designed to remove any malicious or hidden mechanisms or code that could damage or corrupt the Cloud Service, and that such security software contains up to date signatures and definitions. In addition, Customer hereby grants apaleo the right to screen and review any uploaded content and to reject the content in case it does not meet the safety requirements defined above.

    2. Customer Data.  Customer is responsible for the Customer Data and entering it into the Cloud Service.  Customer grants to apaleo a nonexclusive right to process Customer Data (including personal data) solely to provide and support the Cloud Service.

    3. Personal Data.  Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws.

    4. Security.  Customer will maintain reasonable security standards for its Authorized Users’ use of the Cloud Service.

    5. Access to Customer Data.

      1. During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case apaleo and Customer will find a reasonable method to allow Customer access to Customer Data.

      2. Before the Subscription Term expires, Customer may use apaleo’s self-service export tools (if available) to perform a final export of Customer Data from the Cloud Service.

      3. At the end of the Agreement, apaleo will delete the Customer Data remaining on servers hosting the Cloud Service unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement.

      4. In the event of third party legal proceedings relating to the Customer Data, apaleo will cooperate with Customer and comply with applicable law (both at Customer’s expense) with respect to handling of the Customer Data

  5. FEES, BILLING AND PAYMENT

    1. Fees.

      1. The Usage Metric for the Cloud Service is number of rooms in case not stated differently in a separate Services Description.

      2. apaleo Cloud Service may include a free tier of pricing.  A free tier will be identified in the Service Description.  If a free tier applies to the Cloud Service, apaleo will not charge Customer a fee to use the applicable Cloud Service until Customer’s use exceeds the Usage Metric threshold described in the Service Description. When Customer exceeds the Usage Metric threshold, Customer will be charged for all usage in the month in which the threshold is exceeded. 

      3. Customer must provide valid Bank Account details to establish and use an account on the apaleo Cloud Service. 

      4. Fees for the initial term and each renewal term will be assessed by apaleo based on the actual Usage Metric in the preceding one (1) month billing period as measured by apaleo. 

    2. Billing. Customer’s will be billed for each billing period seven (7) Business Days after the end of such billing period during the Subscription Term for use of the Cloud Service based on the actual Usage Metric measured by apaleo. For Customer’s reference, apaleo will provide Customer an invoice within three (3) Business Days after the end of the applicable billing period for use of the Cloud Service based on the actual Usage Metric measured by apaleo.

    3. Payment Terms. Customers are obliged to transfer the billed amount within fourteen (14) days from receiving the invoice. In the case of unpaid fees for the Cloud Service, apaleo may, after providing at least ten (10) days prior written notice to Customer, temporarily suspend Customer’s ability to access the Cloud Service until payment is made. Customer acknowledges that a Customer issued purchase order is for administrative convenience only and that apaleo has the right to collect payment without a corresponding purchase order. All fees are non-refundable. Customer shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in a Cloud Service or Cloud Materials.

    4. Taxes. Fees and other charges imposed under this Agreement shall not include Taxes except as otherwise provided herein, all of which shall be for Customer’s account.  Customer shall be responsible for payment of all of such Taxes. Any applicable or valid tax-exemption or other similar permits or certificates must be provided to apaleo prior to the placing an order for a Cloud Service.  If apaleo is required to pay Taxes, Customer shall reimburse apaleo for such amounts.  Customer hereby agrees to indemnify apaleo for any Taxes and related costs paid or payable by apaleo attributable to Taxes. Each party shall be responsible for its own payroll tax collection, remittance, reporting and filing obligations.

  6. Term, Termination and Termination

    1. Agreement Term and Termination.

    2. The Effective Date of this Agreement is the date that Customer first accepts the terms of this Agreement by the electronic means provided there, and it shall be in effect from the Effective Date until it expires or is terminated as provided in this Agreement.

    3. This Agreement ends with the effective date of termination of Customer’s last Agreement entered into on the basis of this Agreement.  Customer may terminate this Agreement by terminating all its Agreements with apaleo Cloud Service via the process described in Section 6.2. The terms of this Agreement shall remain in effect until the last day of final Subscription Term terminated by Customer.

    4. This Agreement may be terminated for convenience by either party as follows: By Customer via email to contracts@apaleo.com with a one (1) month’s notice period to the end of a calendar month and by apaleo via email to the contact person designated by Customer with a three (3) months’ period to the end of a calendar month.

    5. Agreement Term and Termination

      1. The term of every Agreement entered into on the basis of this Agreement shall be governed by the following: The Effective Date of a Subscription Term for apaleo Cloud Service is the date apaleo makes the apaleo Cloud Service available to Customer (“Subscription Term Effective Date”). 

      2. The initial Subscription Term for apaleo Cloud Service starts from the Subscription Term Effective Date and ends on the last day of the calendar month in which the Subscription Term Effective Date occurs (“Initial Term”). The Initial Term and each renewal term of the subscription shall automatically renew for additional periods of one (1) calendar month unless terminated or not renewed in accordance with the terms of the Agreement (each a “Renewal Term”). 

      3. apaleo may elect not to renew the subscription effective as of the end of the Initial Term or any Renewal Term by providing Customer three (3) months’ notice by email.

      4. apaleo shall have no obligation to return Customer Data upon expiration of a Subscription Term to apaleo Cloud Service, unless required by applicable law.

    6. Effect of Expiration or Termination.  Upon the effective date of expiration or termination of the Agreement:

      1. Customer’s right to use the Cloud Service and all apaleo Confidential Information will end,

      2. Confidential Information of the disclosing party will be returned or destroyed as required by the Agreement, and

      3. Survival.  Sections 1, 4, 8, 9, 10, 11, and 12 shall survive the expiration or termination of the Agreement.

  7. Warranties by apaleo

    1. Compliance with Law. Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with:

      1. in the case of apaleo, the operation of apaleo’s business as it relates to the apaleo Cloud Service, and

      2. in the case of Customer, the Customer Data and Customer’s use of the Cloud Service.

    2. Good Industry Practices. apaleo warrants that it will provide the Cloud Service:

      1. in substantial conformance with the Documentation; and

      2. with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the Cloud Service.

    3. Remedy.
      Customer’s sole and exclusive remedies and apaleo’s entire liability for breach of the warranty under Section 7.2 will be:

      1. the re-performance of the alleged deficient Cloud Service, and

      2. if apaleo fails to re-perform, Customer may terminate its subscription for apaleo Cloud Service. Any termination must occur within three months of apaleo’s failure to re-perform.

    4. Warranty Exclusions.
      The warranties in Sections 7.1 and 7.2 will not apply if:

      1. the Cloud Service is not used in accordance with the Agreement or Documentation,

      2. any non-conformity is caused by Customer, or by any product or service not provided by apaleo, or

      3. the Cloud Service was provided for no fee.

    5. Disclaimer.
      Except as expressly provided in the Agreement, neither apaleo nor its subcontractors make any representation or warranties, and apaleo and its subcontractors disclaim all representations, warranties, terms, conditions or statements, which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, all of which are hereby excluded to the fullest extent permitted by law, including the merchantability, suitability, originality, or fitness for a particular use or purpose. Further, except as expressly provided in this Agreement, neither apaleo nor its subcontractors make any representations, warranties, terms, conditions or statements of non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free.  Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of apaleo or product roadmaps in obtaining subscriptions for any Cloud Service.

  8. THIRD PARTY CLAIMS

    1. Claims Brought Against Customer.

      1. apaleo will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the apaleo Cloud Service infringes or misappropriates a patent claim, copyright, or trade secret right belonging to such third party. apaleo will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement apaleo enters into) with respect to these claims.

      2. apaleo’s obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of Section 2, (ii) use of the Cloud Service in conjunction with any product or service not provided by apaleo, or (iii) use of the Cloud Service provided for no fee.

      3. In the event a claim is made or likely to be made, apaleo may (i) procure for Customer the right to continue using the Cloud Service under the terms of the Agreement, or (ii) replace or modify the Cloud Service to be non-infringing without a material decrease in functionality.  If these options are not reasonably available, apaleo or Customer may terminate Customer’s subscription to apaleo Cloud Service upon written notice to the other. 

    2. Claims Brought Against apaleo. Customer will defend apaleo against claims brought against apaleo, its Affiliates and subcontractors by any third party related to Customer Data. Customer will indemnify apaleo against all damages finally awarded against apaleo, its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.

    3. Third Party Claim Procedure.

      1. The party against whom a third party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. 

      2. The party that is obligated to defend a claim will have the right to fully control the defense.

      3. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought. 

    4. Exclusive Remedy. The provisions of Section 8 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights.

  9. LIMITATION OF LIABILITY

    1. Unlimited Liability. Neither party will exclude or limit its liability for damages resulting from:

      1. the parties’ obligations under Section 8.1(a) and 8.2,

      2. unauthorized use or disclosure of Confidential Information,

      3. either party’s breach of its data protection and security obligations that result in an unauthorized use or disclosure of personal data,

      4. breach of the obligations imposed by s.12, Sales of Goods Act 1979 or s.2, Supply of Goods and Services Act 1982,

      5. fraud or fraudulent misrepresentation,

      6. death or bodily injury arising from either party’s negligence, or

      7. any failure by Customer to pay any fees due under the Agreement.

    2. Liability Cap. Subject to Sections 9.1 and 9.3, and regardless of the basis of liability (whether arising out of liability under breach of contract, tort (including but not limited to negligence), misrepresentation, breach of statutory duty, breach of warranty, claims by third parties arising from any breach of this Agreement), the maximum aggregate liability of either party (or its respective Affiliates or apaleo’s subcontractors)  arising out of this Agreement to the other or any other person or entity for all events (or series of connected events) arising in any twelve month period will not exceed the annual subscription fees paid for the applicable Cloud Service directly causing the damage for that twelve month period.  Any “twelve month period” commences on the Subscription Term start date or any of its yearly anniversaries.  

    3. Exclusion of Damages. Subject to Section 9.1:

      1. Regardless of the basis of liability (whether arising out of liability under breach of contract, tort (including but not limited to negligence), misrepresentation, breach of statutory duty, breach of warranty, claims by third parties arising from any breach of this Agreement), under no circumstances shall either party (or their respective Affiliates or apaleo’s subcontractors) be liable to the other party or any third party for any loss or damage (whether or not the other party had been advised of the possibility of such loss or damage) in any amount, to the extent that such loss or damage is (i) consequential, indirect, special or punitive; or (ii) for any loss of profits, loss of business, loss of business opportunity, loss of goodwill, loss resulting from work stoppage or loss of revenue or anticipated savings, whether any such loss or damage is direct or indirect, and

      2. apaleo will not be liable for any damages caused by any Cloud Service provided for no fee.

    4. Risk Allocation.  The Agreement allocates the risks between apaleo and Customer. The fees for the Cloud Service and Consulting Services reflect this allocation of risk and limitations of liability.

  10. INTELLECTUAL PROPERTY RIGHTS

    1. apaleo Ownership. apaleo, it’s Affiliates or licensors own all intellectual property rights in and related to the apaleo Cloud Service, Cloud Materials, Documentation, Consulting Services, design contributions, related knowledge or processes, and any derivative works of them.  All rights not expressly granted to Customer are reserved to apaleo and its licensors.
      Customer Ownership.  Customer retains all rights in and related to the Customer Application and Customer Data, except for any apaleo intellectual property used to create or incorporated in a Customer Application.

    2. Non-Assertion of Rights.  Customer covenants, on behalf of itself and its successors and assigns, not to assert against apaleo, it’s Affiliates or licensors, any rights, or any claims of any rights, in the apaleo Cloud Service, Cloud Materials, Documentation, or Consulting Services.

  11. CONFIDENTIALITY

    1. Use of Confidential Information.

      1. The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care.  Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 11. Customer will not disclose the Agreement or the pricing to any third party. 

      2. Confidential Information of either party disclosed prior to effective date of the Agreement will be subject to Section 11.

      3. In the event of legal proceedings relating to the Confidential Information, the receiving party will reasonably cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.

    2. Exceptions. The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:

      1. is independently developed by the receiving party without reference to the disclosing party’s Confidential Information,

      2. is generally available to the public without breach of the Agreement by the receiving party,

      3. at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or

      4. the disclosing party agrees in writing is free of confidentiality restrictions.

    3. Publicity. Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that apaleo may use Customer’s name in customer listings or calls with its investors or, at times mutually agreeable to the parties, as part of apaleo’s marketing efforts (including reference calls and stories, press testimonials, site visits). Customer agrees that apaleo may share information on Customer with its Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with apaleo.

  12. MISCELLANEOUS

    1. Severability. If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.

    2. No Waiver.  A waiver of any breach of the Agreement is not deemed a waiver of any other breach.

    3. Electronic Signature. Electronic signatures that comply with applicable law are deemed original signatures.

    4. Regulatory Matters. apaleo Confidential Information is subject to export control laws of various countries, including the laws of the United States, United Kingdom and Germany. Customer will not submit apaleo Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export apaleo Confidential Information to countries, persons or entities if prohibited by export laws.

    5. Notices.  All notices pursuant to the Agreement shall be in writing and shall be deemed duly given when delivered in the form of an electronic notice to Customer’s authorized representative or administrator identified in the account registration details, and for apaleo to the following email address: contracts@apaleo.com.

    6. Assignment. Without apaleo’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party.

    7. Subcontracting. apaleo may subcontract parts of the Cloud Service to third parties. apaleo is responsible for breaches of the Agreement caused by its subcontractors.

    8. Relationship of the Parties. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.

    9. Force Majeure. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

    10. Governing Law. The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of Germany, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in Munich, Germany. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).

    11. Entire Agreement. The Agreement constitutes the complete and exclusive statement of the agreement between apaleo and Customer relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any representation, discussion, collateral contract or other assurance except those expressly set out in the Agreement. Each party waives all rights and remedies which, but for this section, might otherwise be available to it in respect of any such representation, discussion, collateral contract or other assurance. Except as permitted under Section 3.3, the Agreement may be modified solely in writing signed by both parties. An Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if apaleo accepts or does not otherwise reject the purchase order.

    12. Contracts Rights of Third Parties. Notwithstanding any other provision in this Agreement, nothing in this Agreement shall create or confer (whether expressly or by implication) any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person not a party hereto.

Glossary

  1. “Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.

  2. “Agreement” has the meaning set forth in Section 1 of the apaleo as a Service Agreement.

  3. “Authorized User” means any individual to whom Customer grants directly or indirectly access to a Cloud Service through a Customer Application or in any other manner.

  4. “AWS Amendment” means the applicable Addendum to the Data Processing Agreement for apaleo Cloud Services, which is issued by apaleo whenever Amazon Web Services Inc is used by apaleo as a sub processor in relation to a Cloud Service.   

  5. “Cloud Materials” mean any materials provided or developed by apaleo (independently or with Customer’s cooperation) in the course of performance under the Agreement, including in the delivery of any support to Customer. Cloud Materials do not include the Customer Data, Customer Confidential Information or the Cloud Service.

  6. “Confidential Information” means

    1. with respect to Customer: (i) the Customer Data, (ii) and Customer Application (iii) Customer marketing and business requirements, and

    2. with respect to apaleo: (i) the Cloud Service, Documentation, Cloud Materials and analyses under Section 3.4, and (ii) information regarding apaleo research and development, product offerings, pricing and availability.

    3. Confidential Information of either apaleo or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.

  7. “Customer Application” means a proprietary hosted application or service developed by Customer, or by a third party for Customer, that is accessed by Authorized Users.

  8. “Customer Data” means any content, materials, data and information that Authorized Users enter into a Cloud Service via a Customer Application. Customer Data and its derivatives shall not include apaleo’s Confidential Information.

  9. “Documentation” means apaleo’s then-current technical and functional documentation for a Cloud Service which is made available to Customer on the API Docs section of the Dev Portal on apaleo as a Service Platform. 

  10. “apaleo Cloud Service” means the website found at www.apaleo.com, and the associated sub-pages and services provided on those pages, including apaleo Cloud PMS (app.apaleo.com), apaleo Developer Sandbox (apaleo.io), and any subscription based, hosted service made available via an Application Programming Interface (api.apaleo.com) to which Customer has subscribed.

  11.  “apaleo Policies” means the operational guidelines and policies applied by apaleo to provide and support the Cloud Service as incorporated in this Agreement.

  12.  “Subscription Term” means the term of a subscription to apaleo Cloud Service, including all renewals thereto.

  13.  “Third Party Web Services” means:

    1. any and all web services made available by third parties (other than apaleo, any of it’s affiliated companies) that are accessible through or enabled by the apaleo Cloud Service and which require Customer to agree to separate terms with the third party as a condition of use, and

    2. any and all application programming interfaces, web service definition files, and other materials made available by or on behalf of such third party web service providers to facilitate the access to and use of such web services.

  14.  “Usage Metric” means the standard of measurement for determining the permitted use and calculating the fees due for apaleo Cloud Service.