1. 1. SERVICE

1. 1.1 Access and Use. During the agreed Subscription Term and subject to the Product/Services Offered section, the Licensee may (a) access and utilize the MixRank Platform Service; and (b) reproduce and employ the provided Software and Documentation as necessary to access and use the MixRank Platform Service. The Licensee must undertake these activities solely for internal business purposes and only in compliance with the terms of this Agreement.

• 1.2 Service Level. In the presence of a Service Level Agreement (SLA), and if MixRank Platform Service fails to meet the SLA standards, MixRank will provide the remedies defined in the SLA and will not be accountable for other forms of redress. Any credits accrued under the SLA will be applied solely to future invoices and will lapse if the Agreement terminates. Furthermore, no SLA remedies will be provided if the MixRank Platform Service is momentarily unavailable due to scheduled maintenance, unscheduled emergency maintenance, or circumstances beyond MixRank’s reasonable control. MixRank will endeavor to inform the Licensee ahead of scheduled service disruptions via the MixRank Platform Service or by email. 

• 1.3 Support. Throughout the Subscription Term, MixRank will provide Technical Support that Licensees can avail by reaching out to us via email at support@mixrank.com. This line of communication is always open, and Licensees are encouraged to use it not only for resolving technical issues but also for arranging training and onboarding for new user seats. In addition, Licensees may request MixRank to conduct custom reports or analysis specific to their needs. MixRank is dedicated to fostering a responsive, informative, and proactive support environment to ensure that our Licensees can make the most of our services.

• 1.4 User Accounts. Licensee is responsible for all activities conducted on its Users’ accounts and for ensuring Users’ adherence to this Agreement. The Licensee and Users are responsible for maintaining the confidentiality of their passwords and login credentials. The Licensee must promptly inform MixRank if any fraudulent activity related to its accounts, passwords, or login credentials is suspected or detected, or if they are compromised.

• 1.5 Affiliates. If authorized in a MixRank Platform Subscription Order Form, individuals from the Licensee’s Affiliates may access the Licensee’s account as Users under the Licensee’s Agreement. The Licensee will be responsible for its Affiliates’ compliance with this Agreement. If an Affiliate of the Licensee enters into a separate MixRank Platform Subscription Order Form with MixRank, that act creates a separate agreement between MixRank and the Affiliate. In such a scenario, MixRank’s responsibility towards the Affiliate is individual and separate from the Licensee, and the Licensee is not accountable for its Affiliates’ agreement.

• 1.6 Feedback and Usage Data. Licensee may, but is not obliged to, provide MixRank with Feedback, which if given, is offered “AS IS”. MixRank may use all Feedback without any restrictions or obligations. Furthermore, MixRank may collect and analyze Usage Data and may freely utilize Usage Data to maintain, improve, and enhance MixRank’s products and services without any limitations or obligations. However, MixRank may only share Usage Data with others if the data is aggregated and does not identify the Licensee or its Users.

• 1.7 Customer Content. MixRank may reproduce, display, modify, and utilize the Licensee’s Content only as necessary to provide and maintain the Product and related services. The Licensee is responsible for the accuracy and content of the Licensee’s Content.

1. 2. RESTRICTIONS & OBLIGATIONS

1. 2.1 Restrictions on Licensee. Except as explicitly permitted by this Agreement, the Licensee shall not (and will not permit anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the MixRank Platform Service (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise permit others to access or use the MixRank Platform Service; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the MixRank Platform Service; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the MixRank Platform Service; (vi) access accounts, information, data, or portions of the MixRank Platform Service to which the Licensee does not have explicit authorization; (vii) use the MixRank Platform Service to develop a competing service or product; (viii) use the MixRank Platform Service with any High-Risk Activities or with activity prohibited by Applicable Laws; (ix) use the MixRank Platform Service to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the MixRank Platform Service any Content to which the Licensee and Users do not have the proper rights.

1. 2.2 Suspension. If the Licensee (a) maintains an outstanding, undisputed balance on its account for more than 30 days past the Payment Term; (b) violates Section 2.1 (Restrictions on Licensee); or (c) utilizes the MixRank Platform Service in contravention of the Agreement or in a manner that significantly and negatively impacts the MixRank Platform Service or other users, then MixRank reserves the right to temporarily suspend the Licensee’s access to the MixRank Platform Service with or without prior notice. However, MixRank will attempt, where feasible, to inform the Licensee prior to suspending the account. MixRank will only reinstate the Licensee’s access to the Product once the underlying issue has been adequately resolved.

2. 3. PRIVACY & SECURITY

1. 3.1 Personal Data. Before submitting Personal Data governed by GDPR, Licensee must enter into a “Data Processing Agreement” (DPA) agreement with MixRank. If the parties have a DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement. 

3.2 Prohibited Data.  Licensee will not (and will not allow anyone else to) submit Prohibited Data to the MixRank Platform Service unless authorized by the MixRank Platform Subscription Order Form.

1. 3.3 Security. MixRank will use commercially reasonable efforts to secure the MixRank Platform Service from unauthorized access, alteration, or use and other unlawful tampering. 

2. 4. PAYMENT & TAXES

1. 4.1 Fees and Invoices. All fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights, fees are non-refundable.

1. 4.2 Payment. Licensee will pay MixRank the fees and taxes in each invoice in U.S. Dollars within the Payment Term.

1. 4.3 Taxes. Licensee is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that MixRank itemizes and includes in an invoice. However, Licensee is not responsible for MixRank’s income taxes. 

1. 4.4 Payment Dispute. If Licensee has a good-faith disagreement about the amounts charged on an invoice, Licensee must notify MixRank about the dispute during the Payment Term for the invoice and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days after the end of the Payment Term. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws. 

1. 5. TERM & TERMINATION

2. 5.1 Subscription Period. Unless Licensee cancels prior to the expiration of the current Subscription, MixRank will automatically renew the Subscription at the end of the term of this agreement. Unless specified otherwise in the MixRank Platform Subscription Order Form, Subscriptions must be canceled at least 60 days prior to the anniversary date. Renewals are subject to an inflation adjustment up to a maximum of 5% over the previous term.

2. 5.2 Agreement Term.  Unless specified otherwise in the MixRank Platform Subscription Order Form, the Agreement will start on the Effective Date and continue for the longer of one year or until all Subscription Periods have ended. 

2. 5.3 Termination. Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach; (b) materially breaches the Agreement in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. In addition, either party may terminate an affected Order Form if a Force Majeure Event prevents the MixRank Platform Service from materially operating for 30 or more consecutive days, and MixRank will pay to Licensee a prorated refund of prepaid fees for the remainder of the Subscription Period. A party must notify the other of its reason for termination. 

2. 5.4 Effect of Termination. Termination of the Agreement will automatically terminate all Order Forms. Upon expiration or termination:

1. 5.4.1 Licensee will no longer have any right to use the Product, Technical Support, and/or Professional Services.

1. 5.4.2 Upon Licensee’s request, MixRank will delete Licensee Content within 60 days.

1. 5.4.3 Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.

1. 5.4.4 MixRank will submit a final invoice for all outstanding fees accrued before termination and Licensee will pay the invoice according to Section 4 (Payment & Taxes).

1. 5.5 Survival

1. 5.5.1 The following sections will survive expiration or termination of the Agreement: Section 1.6 (Feedback and Usage Data), Section 2.1 (Restrictions on Licensee), Section 4 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 5.4 (Effect of Termination), Section 5.5 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 13 (Definitions), and the portions of a MixRank Platform Subscription Order Form referenced by these sections.

• 5.5.2 Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.

1. 6. REPRESENTATIONS & WARRANTIES

1. 6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

2. 6.2 From Licensee. Licensee represents and warrants that it, all Users, and anyone submitting Licensee Content each have and will continue to have all rights necessary to submit or make available Licensee Content to the MixRank Platform Service and to allow the use of Licensee Content as described in the Agreement. 

2. 6.3 From MixRank. MixRank represents and warrants to Licensee that (a) it will not materially reduce the general functionality of the MixRank Platform Service during a Subscription Period.  

2. 6.4 MixRank Warranty Remedy. If MixRank breaches a warranty in Section 6.3, Licensee must give MixRank notice (with enough detail for MixRank to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, MixRank will attempt to restore the general functionality of the MixRank Platform Service. If MixRank cannot resolve the issue, Licensee may terminate the affected MixRank Platform Subscription Order Form and MixRank will pay to Licensee a prorated refund of prepaid fees for the remainder of the Subscription Period. MixRank’s restoration and reperformance obligations, and Licensee’s termination right, are Licensee’s only remedies if MixRank does not meet the warranties in Section 6.3.

1. 7. DISCLAIMER OF WARRANTIES

MixRank makes no guarantees that the MixRank Platform Service will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6.3 do not apply to any misuse or unauthorized modification of the MixRank Platform Service, nor to any product or service provided by anyone other than MixRank. Except for the warranties in Section 6, MixRank and Licensee each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

8. 8. LIMITATION OF LIABILITY

8. 8.1 Liability Caps. Notwithstanding any other provision of this Agreement, the total liability of MixRank, and Licensee’s exclusive remedy for damages from any cause whatsoever, including but not limited to damages resulting from warranty, contract, negligence, or otherwise, shall be limited to the amount of fees paid or payable by the Licensee to MixRank in the twelve (12) month period immediately preceding the claim. This limitation will apply regardless of the failure of the essential purpose of any limited remedy. This liability cap is intended to apply to all liability and obligations under this Agreement, regardless of the legal theory on which the claim is based.

9. 8.2 Damages Waiver. Each party’s liability for any claim or liability arising out of or relating to this Agreement will be limited to the fullest extent permitted by Applicable Laws. Under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

9. 8.3 Exceptions. Exceptions to Liability. Notwithstanding the provisions relating to the limitation of liability as stipulated in Sections 8.1 and 8.2 of this Agreement, the caps on liability shall not be applicable to the following circumstances:

8. 8.3.1. Any obligations pursuant to indemnification that arise from the actions of an Indemnifying Party under the indemnification clauses of this Agreement.

8. 8.3.2. A breach of Section 3 (Privacy & Security) which results directly from actions or omissions that constitute gross negligence or willful misconduct.

8. 8.3.3 A breach of Section 10 (Confidentiality) that results directly from actions or omissions that constitute gross negligence or willful misconduct, notwithstanding this, any breach involving data security or related infractions shall be excluded.

8. 8.4 Under the aforementioned circumstances, the limitations on liability enshrined in this Agreement shall not serve to limit or reduce the liability of the offending party, and said party shall bear the full extent of the liabilities and obligations resulting from such breach.

8. 9. INDEMNIFICATION

9. 9.1 Protection by MixRank. MixRank shall indemnify, defend, and hold harmless the Licensee from and against all MixRank Covered Claims made by entities other than the Licensee, Licensee’s Affiliates, or Users, and all direct damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from any such MixRank Covered Claims. For clarity, a “MixRank Covered Claim” refers to any action, proceeding, or claim asserting that the MixRank Platform Service, when used by the Licensee in accordance with the terms of this Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

9. 9.2 Protection by Licensee. The Licensee will indemnify, defend, and hold harmless MixRank from and against all Licensee Covered Claims made by entities other than MixRank or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from any such Licensee Covered Claims. For clarity, a “Licensee Covered Claim” refers to any action, proceeding, or claim that (1) asserts that the Licensee’s Content, when used according to the terms of this Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights, or (2) results from the Licensee’s breach or alleged breach of Section 2.1 (Restrictions on Licensee).

9. 9.3 Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party. 

9. 9.4 Exclusions

8. 9.4.1. MixRank’s obligations as an Indemnifying Party will not apply to MixRank Covered Claims that result from (i) modifications to the MixRank Platform Service that were not authorized by MixRank or that were made in compliance with Licensee’s instructions; (ii) unauthorized use of the MixRank Platform Service, including use in violation of this Agreement; (iii) use of the MixRank Platform Service in combination with items not provided by MixRank; or (iv) use of an old version of the MixRank Platform Service where a newer release would avoid the Covered Claim.

8. 9.4.2. The Licensee’s obligations as an Indemnifying Party will not apply to Licensee Covered Claims that result from the unauthorized use of the Licensee’s Content, including use in violation of this Agreement.

9. 9.5 Exclusive Remedy.  This Section 10 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim. 

8. 10. CONFIDENTIALITY

9. 10.1 Non-Use and Non-Disclosure. Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care. 

9. 10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information. 

9. 10.3 Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Disclosing Party reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information. 

9. 10.4 Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 and Recipient remains responsible for everyone’s compliance with the terms of this Section 10. 

8. 11. RESERVATION OF RIGHTS

Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), MixRank retains all right, title, and interest in and to the MixRank Platform Service, whether developed before or after the Service Start Date. Except for the limited rights in Section 1.7 (Licensee Content), the Licensee retains all right, title, and interest in and to the Licensee’s Content.

13. 12. GENERAL TERMS

13. 12.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. MixRank expressly rejects any terms included in Licensee’s purchase order or similar document, which may only be used for accounting or administrative purposes.

13. 12.2 Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. However, MixRank may update Technical Support, the SLA, the Security Policy, or the Acceptable Use Policy by giving Licensee 30 days prior notice. During the 30-day notice period, Licensee may terminate the Agreement or affected Order Form upon notice if the update is a material reduction from the prior version and MixRank cannot reasonably restore the prior version or a comparable alternative. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

13. 12.3 Governing Law and Chosen Courts. The law of the state of California will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the courts of the state of California and each party irrevocably submits to the exclusive jurisdiction of these courts.
14. Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies. 

12. 12.4 Injunctive Relief. Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12. 12.5 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12. 12.6 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13. 12.7 No Publicity. Neither party may publicly announce the existence of this Agreement without the prior written approval of the other party.

13. 12.8 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to either accounts@mixrank.com, or to the representative email included in the MixRank Platform Subscription Order Form. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

13. 12.9 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

12. 12.10 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.

• 12.11 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Licensee’s obligations to pay fees.

• 12.12 Export Controls. Licensee may not remove or export from the United States or allow the export or re-export of the MixRank Platform Service or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

• 12.13 Government Rights. The MixRank Platform Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the MixRank Platform Service by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

• 12.14 Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist MixRank or Licensee in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

• 12.15 Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

• 12.16 Signature. The MixRank Platform Subscription Order Form may be signed in counterparts, including by electronic copies or acceptance mechanism. Each copy will be deemed an original and all copies, when taken together, will be the same agreement.

12. 13. DEFINITIONS

13. 13.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest. 

12. 13.2 “Agreement” means these Standard Terms, together with the MixRank Platform Subscription Order Form between MixRank and Licensee that include or reference a single set of Key Terms and the policies and documents referenced in or attached to those MixRank Platform Subscription Order Forms. 

12. 13.3 “Applicable Data Protection Laws” means the Applicable Laws that govern how the MixRank Platform Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term. 

13. 13.4 “Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern MixRank or Licensee. 

13. 13.5 “MixRank Platform Service” means the product described in an MixRank Platform Subscription Order Form. 

13. 13.6 “Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Service Start Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each MixRank Platform Subscription Order Form. Licensee’s Confidential Information includes non-public Licensee Content and MixRank’s Confidential Information includes non-public information about the MixRank Platform Service. 

13. 13.7 “MixRank Platform Subscription Order Form” means a document that is signed or electronically accepted by the parties that incorporates these Standard Terms, identifies MixRank and Licensee, and may include an Order Form, Key Terms, or both. 

13. 13.8 “Covered Claim” means either a MixRank Covered Claim or Licensee Covered Claim. 

13. 13.9 “Licensee Content” means data, information, or materials submitted by or on behalf of Licensee or Users to the MixRank Platform Service but excludes Feedback. 

13. 13.10 “Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party. 

13. 13.11 “Documentation” means the usage manuals and instructional materials for the MixRank Platform Service that are made available by MixRank. 

13. 13.12 “Feedback” means suggestions, feedback, or comments about the MixRank Platform Service or related offerings. 

13. 13.13 “Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disaster like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure. 

13. 13.14 “GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom. 

13. 13.15 “High Risk Activity” means any situation where the use or failure of the MixRank Platform Service could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control. 

13. 13.16 “Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim. 

13. 13.17 “Key Terms” means the portion of a MixRank Platform Subscription Order Form that includes the key legal details and definitions for this Agreement that are not defined in the Standard Terms. The Key Terms may include details about Covered Claims, set the Goverving Law, or contain other details about this Agreement. 

13. 13.18 “Order Form” means the portion of a MixRank Platform Subscription Order Form that includes the key business details and definitions for this Agreement that are not defined in the Standard Terms. An Order Form may include details about the level of access and use granted to the MixRank Platform Service, nature and timing of Professional Services, extent of Technical Support, or other details about the MixRank Platform Service. 

13. 13.19 “Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term. 

13. 13.20 “MixRank Platform Service” means the Cloud Service, Software, and Documentation. 

13. 13.21 “Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws. 

13. 13.22 “Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim. 

13. 13.23 “Recipient” means a party to this Agreement when the party receives Confidential Information from the other party. 

13. 13.24 “Software” means the client-side software or applications made available by MixRank for Licensee to install, download (whether onto a machine or in a browser), or execute as part of the MixRank Platform Service. 

13. 13.25 “Usage Data” means data and information about the provision, use, and performance of the MixRank Platform Service and related offerings based on Licensee’s or User’s use of the MixRank Platform Service. 

13.26 “User” means any individual who uses the MixRank Platform Service on Licensee’s behalf or through Licensee’s account.