Except to the extent expressly provided otherwise:
"Acceptance Criteria" means:
"Acceptance Period" means a period of 30 Calendar Days following the making available of the Hosted Services to the Customer for the purposes of testing in accordance with the Acceptance Procedure found in the related Software as a Service Agreement, or any repeated making available of the Hosted Services to the Customer for the purposes of testing in accordance with the Acceptance Procedure related Software as a Service Agreement;
"Acceptance Tests" means a set of tests designed to establish whether the Hosted Services meet the Acceptance Criteria, providing that the exact form of the tests shall be determined and documented by the Provider acting reasonably, and communicated to the Customer in advance of the first Acceptance Period;
"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
"Agreement" means Software as a Service Agreement;
“Anonymized Data” means Personal Data or Customer Data that has been sanitized to protect the privacy of an individual or the Customer. It is the process of either aggregating, encrypting, pseudonymizing or otherwise removing personally identifiable information from data so that third parties viewing said data sets cannot ascribe the data to the Customer or individuals.
“Business Day" means any weekday other than a bank or public holiday in the People’s Republic of China;
"Business Hours" means the hours of 09:00 to 17:00 China Standard Time on a Business Day;
"CCN" means a change of control notice issued in accordance with Change Control section of related Software as a Service Agreement;
"CCN Consideration Period" means the period of 20 Business Days following the receipt by a party of the relevant CCN from the other party;
"Change" means any change to the scope of the Services;
"Charges" means the following amounts:
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);
"Customer Confidential Information" means any information disclosed by or on behalf of the Customer to the Provider (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential”;
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;
"Customer Indemnity Event" has the meaning given to it in the related Software as a Service Agreement;
"Customer Personal Data" means Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement and may include any information or data derived from Hosted Services that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable privacy law.
"Customer Representatives" means the person or persons identified as such in the SaaS Subscription Order Form, and any additional or replacement persons that may be appointed by the Customer giving to the Provider written notice of the appointment;
"Customer Systems" means the hardware and software systems of the Customer that interact with Hosted Services;
"Customization" means a customization of the Hosted Services, whether made through the development, configuration or integration of software, or otherwise;
"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
"Effective Date" means the date of execution of this Agreement;
"Expenses" means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Provider exclusively in connection with, the performance of the Provider's obligations under this Agreement;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Historical Customer Data" means Customer Personal Data that remains on the Hosted Services and/or Platform after the termination of the agreement necessary to maintain the continued integrity and accuracy of the Services of the Provider. All Historical Customer Data will be protected and treated on the same terms as Customer Personal Data and in accordance with other Provider policies and procedures and as defined under applicable privacy law.
"Hosted Services" means any hosted services provider such as AliCloud (Aliyun), AWS, Google Cloud, or Azure, and as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement; Provider may switch to a new Hosted Services provider if such new provider can provide services that meet the Hosted Services Specification.
"Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect or a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in SaaS Subscription Order Form and in the Documentation;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Minimum Term" means, in respect of this Agreement, the period of 12 months beginning on the Effective Date;
"Mobile App" means the mobile application or applications owned and operated by the Provider or its Affiliates that are made available by the Provider or its Affiliates through the Google Play Store and the Apple App Store or any similar store providing like services;
"Permitted Purpose" means the purpose described in the Services described in the Service as a Software Agreement.
"Personal Data" means data, whether true or not, about an individual who can be identified from that data; or from that data and other information to which the organisation has or is likely to have access;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
"Provider Confidential Information" means:
"Provider Indemnity Event" has the meaning given to it in the related Software as a Service Agreement;
"Provider Representatives" means the person or persons identified as such in the SaaS Subscription Order Form, and any additional or replacement persons that may be appointed by the Provider giving to the Customer written notice of the appointment;
"Remedy Period" means a period of thirty (30) Calendar Days following the Customer giving to the Provider a written notice to the email address compliance@microbenefits.com that the Hosted Services have failed the Acceptance Tests, or such other period as the parties may agree in writing;
“Software as a Service Agreement” means the agreement outlining terms between the Customer and the Provider and any amendments from time to time;
“SaaS Subscription Order Form” means a form emailed or otherwise sent to the Customer from the Provider relating specific dates and orders requested by the Customer relevant to the Software as a Service Agreement.
"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
"Set Up Services" means the configuration, implementation and integration of the Hosted Services in accordance with the SaaS Subscription Order Form and the Software as a Service Agreement;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release and recent releases not older than 24 months of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
"Term" means the term of this Agreement, commencing and ending in accordance with the dates found on the related SaaS Subscription Order Form;
“Unauthorised Person” means individuals, companies, agents, subcontractors, and Affiliates of the Customer that have a conflict of interest in using the Hosted Services and/or Platform and/or are competitors of the Provider.
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
