By executing a Exhale Order Form, the Client named therein ("the "Client") agrees to be bound by these SaaS Terms and Conditions (this "Agreement") effective as of the Subscription Commencement Date set forth in the Order Form (the "Effective Date"). Exhale Financial, Inc. ("Exhale") and Client are individually referred to in this Agreement as a "Party" and collectively as the "Parties." Capitalized terms not defined in the text of this Agreement shall have the meanings set forth in Section 13 below.
Exhale owns, develops, maintains, and operates a variety of products based upon the Exhale platform, an online system that utilizes Exhale's proprietary Software to provide customers and their employees with access to a wide variety of financial services, offerings and related materials, and other services that may be added to Exhale's website and service offerings from time to time (Exhale's website, services, and any related software, mobile applications and other applications, are referred to collectively herein as the "Exhale Services").
1.1 Order Forms. The specific Exhale Services ordered by the Client will be set forth in one or more order forms (including any online forms) issued by Exhale specifying the Exhale Services to be provided hereunder ("Order Forms"). Executed Order Forms shall be made a part of and subject to the terms of this Agreement. [Client may also elect to separately purchase professional and consulting services. Orders for consulting services shall be set forth in an Order Form executed by the Parties.]
2.1 Software. Exhale shall provide the Client and its Employee End Users with the Software products ordered by Client, and use of and access to the Exhale Services, as set forth in an Order Form.
2.2 Provision of Services. Exhale makes the Exhale Services available pursuant to this Agreement and any applicable Order Form, the Exhale Terms of Use (https://exhalefi.com/policies/tos), the Consumer Account Agreement (https://exhalefi.com/policies/consumer-account-agreement), the Exhale Privacy Policy (https://exhalefi.com/policies/privacy), and any other supplemental policies or terms referenced herein or which Exhale may provide to the Client or Employee End Users to review and accept at the time such party subscribes to the applicable Exhale Service (collectively, "Supplemental Terms"), all of which are hereby incorporated into and form a part of this Agreement. In the event of conflict between the provisions of this Agreement and any Supplemental Terms, the Supplemental Terms will control.
2.3 Data. Exhale will provide Client and its Employee End Users with access to the System Data and Third Party Data ordered by Client, as set forth in the Order Form. Client is responsible for all Client Data uploaded, posted or stored through the use of the Exhale Services hereunder, and represents and warrants that it has the necessary rights, licenses, and permissions to use, make available and distribute the Client Data in connection with the use of the Exhale Services. Client grants Exhale a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable license to copy, display, upload, perform, distribute, store, modify and otherwise use the Client Data in order to provide the Exhale Services, including as set forth in this Agreement, and the Supplemental Terms.
2.4 License Grant. Subject to the terms of this Agreement, Exhale hereby grants Client and its Employee End Users, a non-exclusive, non-transferable, non-sublicensable license to use and operate the Exhale Platform during the Term.
2.5 Restrictions on Use. Client shall have no right under the license granted hereunder to sell, resell, license, sublicense, transfer, convey or otherwise make available to any person or entity, other than its Employee End Users, the Exhale Platform or Exhale Services provided hereunder or any portion thereof. Client shall not (i) modify, reuse, disassemble, decompile, reverse engineer or otherwise translate any software contained in or made available with the Exhale Platform, or any portion thereof; (ii) create derivative works based on the Exhale Platform, or any portion thereof; or (iii) delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by Exhale on or in the Exhale Platform or any portion thereof.
2.6 Platform Maintenance. Exhale shall automatically provide Client with all updates released in connection with the Exhale Platform.
2.7 Third Party Products.
(a) Independent Services. The Exhale Services are designed to work with many Third Party Products; however, Third Party Products are not Exhale Services. Exhale does not provide any representations, warranties, indemnities, or support with respect to Third Party Products, unless expressly provided herein or an applicable Order From. Use of such Third Party Products and any exchange of data, including Client Data, between Client or an Employee End User and any such third party is solely between Client or an Employee End User and such third party provider. Client grants Exhale permission to allow the Third Party Product and its provider access to Client Data as required for the interoperation of that Third Party Product with the Exhale Services. Exhale is not responsible for any use, disclosure, modification or deletion of Client Data that is transmitted to, or accessed by, a Third Party Product, and the handling of such Client Data within the Third Party Product will be exclusively governed by the separate terms and agreements, if any, between Client or an Employee End User and such third party provider. Client and Employee End Users will comply with all terms and conditions applicable to the use of Third Party Products, and will not use Exhale integrations with Third Party Products in any manner that damages, disables, overburdens, or impairs any websites, servers, or otherwise interferes with the Third Party Products. Client has sole responsibility for, and assumes all risks arising from, use of any Third Party Products. Exhale does not guarantee the continued availability, operation, or utility of Third Party Products or Exhale Services features integrated with Third Party Products, and may cease providing certain Third Party Products via the Exhale Platform without notice or entitling Client to any refund, credit, or other compensation.
(b) Authorizations for Third Party Products. To connect the Exhale Services with Third Party Products, Client authorizes Exhale to, as applicable: (i) store and access relevant account information, (ii) gather and export from such Third Party Product any data or other information reasonably necessary to provide related Exhale Services, and (iii) otherwise take any action in connection with such Third Party Product as may be reasonably necessary to provide related services hereunder, including without limitation opening accounts and making changes to such accounts with such third-party institutions.
3.1 Fees. The Client shall pay Exhale the fees and expenses, if any, set forth in each Order Form according to the payment schedule set forth in the Order Form. Except where a date certain is specified in an Order Form, all invoiced amounts are due and payable within 30 days of receipt by the Client of an invoice.
3.2 Taxes. All amounts listed and payable under this Agreement exclude any and all applicable taxes related to sales or use, and any other taxes, and all applicable export and import fees, customs, duties, and similar charges. Client shall remain responsible for the payment of any such applicable charges; provided that if Client is exempt from sales and use tax, Client shall provide a copy of the sales and use tax exemption issued by the appropriate state to the following email address: legal@exhalefi.com.
4.1 Term. The term of this Agreement shall commence on the Effective Date and, unless sooner terminated in accordance with Section 4.2 hereof, shall continue until the end of the period specified in the Order Form (the "Term"). This Agreement may be renewed by the parties on agreed-upon terms (each, a "Renewal Term").
4.2 Termination. This Agreement may be terminated: (a) by either Party, upon 90 days written notice to the other Party, in the event of a material breach of this Agreement by the other Party that remains uncured after such 90 day period has expired; (b) by either Party upon notice to the other Party in the case of the insolvency of the other Party, the voluntary or involuntary filing of an application or petition for protection under creditor's rights or other similar laws, or any general assignment of assets by the other Party for the benefit of creditors, (c) by written agreement of the Parties, or (d) by Client without cause upon 30-day advance written notice, provided that as a condition to such termination, Client shall pay Exhale the full amount of the Subscription Fees due during the remainder of the Term or Renewal Term, as applicable, such payment to be made on or before the effective date of such termination. Upon any termination of this Agreement, the Parties will cooperate in good faith to effect an orderly transition of services.
4.3 Suspension. Without limiting its other rights or remedies, Exhale may temporarily suspend access to any portion of the Exhale Services without prior notice if (a) Exhale reasonably determines that (i) there is a threat or attack on the Exhale Services or other event that may create a risk to the Exhale Services, Client or any other customer or user of Exhale; (ii) Client's use of the Exhale Services disrupts or poses a security risk to the Exhale Services or any other Exhale customer; or (iii) Client is in breach of Section 2.5 (Restrictions on Use) or Section 6.2 (Compliance with Law) or (b) Exhale has notified Client that any amount owed by Client under this Agreement is 30 or more days overdue, and Client has failed to submit payment in full within five days of receipt of such notice (collectively, "**_Service Suspensions_**"). Exhale will provide notice of any Service Suspension following the commencement of the Service Suspension and provide updates regarding resumption of Exhale Services thereafter. Exhale will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Client may incur as a result of any Service Suspension.
4.4 Dispute Resolution. Except as otherwise provided in Section 4.5, upon the occurrence of any dispute under this Agreement, the Parties will use good faith efforts to resolve such dispute and will escalate unresolved issues as appropriate through management of both Parties, including, in the case of Exhale, its executive officers.
4.5 Equitable Relief. Notwithstanding Section 4.4 above, either Party may immediately seek injunctive or other equitable relief in any court of competent jurisdiction as such Party deems necessary.
5.1 Confidential Information. Exhale and Client each acknowledge the need for confidentiality of the information furnished to it by the other Party and agree that confidential and proprietary information hereunder shall include, without limitation, the terms of this Agreement, all information concerning the architecture, operation, or performance of the Exhale Platform and all components thereof, information regarding costs, pricing, marketing and business strategies, and all other information generally treated by businesses in a confidential and proprietary manner, in whatever form or medium maintained (collectively, the "Confidential Information"). Each Party agrees to hold the Confidential Information of the other Party as confidential, and agrees not to use such information for any purpose other than the performance of this Agreement, and not to disclose such information except as permitted herein. Each Party agrees to limit access to the other Party's Confidential Information to those of its representatives who have a need to know such information to perform his or her function. Each Party's obligations under this paragraph will continue during the Term and will survive any termination of this Agreement.
5.2 Exclusions. The provisions of this Section 5 do not apply to any Confidential Information which (i) becomes publicly available through no fault of the non-disclosing Party, (ii) is disclosed to a Party by a third party that is legally entitled to disclose such information, (iii) was known by the Party prior to its receipt from the disclosing Party hereunder, (iv) is developed by a Party independently of any disclosures made by the other Party hereunder, or (v) is required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by subpoena, summons or other legal process, or by law, rule or regulation, provided that prior to such disclosure, the Party whose Confidential Information is to be disclosed is given reasonable advance notice of such order (to the extent legally permissible) and an opportunity to object to or limit such disclosure.
5.3 Return of Information. Upon any termination of this Agreement, each Party will return or destroy all Confidential Information belonging to the other Party in such Party's possession or control and, upon request, certify the completion of such steps; provided that each Party may retain archival records of such information as the Party is required to retain under applicable law, for such period as may be set forth in such law. Nothing in this Section 5.3 shall in any way diminish the confidentiality obligations of either Party under this Agreement.
6.1 Data Security. Exhale will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any Client Data that is provided through the Exhale Services and that Exhale hosts, directly or indirectly through a third party provider. Exhale will take commercially reasonable measures to investigate, contain and mitigate any incident that has or potentially has compromised the security, confidentiality or integrity of any Client Data. Exhale will promptly notify Client upon becoming aware of an incident that has compromised the security, confidentiality or integrity of such Client Data, and will comply with all notification obligations required by applicable laws and regulations.
6.2 Legal Compliance. Each Party shall comply with all federal, state, and local laws and regulations applicable to its business and in connection with the Exhale Services and the use of the Exhale Platform.
7.1 Data Rights. All Client Data shall be the sole and exclusive property of Client. Exhale shall not use or disclose Client Data except as necessary to perform this Agreement or as permitted by the Supplemental Terms. Subject to applicable federal and state laws and regulations, Exhale may use aggregate statistical data or data stripped of individual identifiers ("Abstracted Data") for quality control, product development, and maintenance of the Exhale Platform.
7.2 Exhale Intellectual Property. Exhale shall own and retain all right, title and interest in and to the Intellectual Property Rights embodied in and appertaining to the Exhale Platform, including, without limitation all such rights in the Software and System Data, whether originated or developed in the performance of the Exhale Services or otherwise, together with all Exhale trademarks, service marks, designs, and logos, (collectively, the foregoing is the "Exhale Intellectual Property"). To the extent that ownership of the Exhale Intellectual Property does not automatically vest in Exhale by virtue of this Agreement or otherwise, Client hereby transfers and assigns, and agrees to execute such further documents as may be required to transfer and assign, to Exhale all Intellectual Property Rights in the Exhale Intellectual Property.
7.3 Client Intellectual Property. Client own and retain all right, title and interest in and to the Intellectual Property Rights embodied in and appertaining to all Client Data and all Client trademarks, service marks, designs, and logos, (collectively, the "Client Intellectual Property"). To the extent that ownership of the Client Intellectual Property does not automatically vest in Client by virtue of this Agreement or otherwise, Exhale hereby transfers and assigns and agrees to execute such further documents as may be required to transfer and assign to Client all rights, title and interest in the Client Intellectual Property.
8.1 Representations and Warranties.
(a) Authority. Exhale represents and warrants to Client that it has the right and authority to enter into and perform its obligations under this Agreement.
(b) Warranty of Title. Exhale represents and warrants that it has and shall continue to have for the term of this Agreement, the right to grant to Client the license to use the Exhale Platform as set forth in this Agreement without violating the rights of any third party and that there is no actual or threatened suit by any third party based on an alleged violation of such right by Exhale. To the extent Exhale incorporates third party rights into the Exhale Platform, Exhale warrants that it shall have obtained the rights from those third parties to vest in or grant to Client the various license rights necessary under this Agreement.
(c) Warranty Against Viruses and Time Locks. Exhale warrants (i) unless authorized in writing by Client or (ii) necessary to perform valid duties under this Agreement, any Software provided to Client by Exhale for use by Exhale or Client shall not replicate, transmit or activate itself without control of a person operating the system on which it resides, or alter, damage, or erase any data or computer programs without control of a person operating the system on which it resides.
(d) Warranty of Skills. Exhale warrants and represents that Services performed by Exhale or by a permitted subcontractor or agent of Exhale shall be performed on a professional basis, consistent with the best practices in the industry and in a diligent, workmanlike, and expeditious manner. Exhale acknowledges that time is of the essence for all Services provided hereunder.
8.2 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE ATTACHED EXHIBITS, Exhale MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOW OR IN THE FUTURE.
8.3 Nature of Services. The Client agrees and acknowledges that Exhale is not acting as the agent or fiduciary of the Client or any Employee End User in connection with the use of the Exhale Platform or any Exhale Services.
8.4 No Professional Advice. The Client agrees and acknowledges that Exhale does not provide legal, financial, investment, benefits, tax, compliance, or other professional advice. All information provided in connection with the Exhale Services is intended for general use by Client and its Employee End Users only, and does not constitute professional advice of any kind. The Client and its Employee End Users are solely responsible for any actions taken based upon information received from the Exhale Services and are encouraged in all cases to consult with their professional advisors.
9.1 Client Representations. Client represents and warrants to Exhale that: (a) Client has the power and authority to enter into and perform its obligations under this Agreement and that its use of the Exhale Platform will comply with all United States federal and state laws and regulations; (b) Client has reviewed the configuration and intended implementation of the Exhale Platform, and to Client's knowledge, the implementation and operation of the Exhale Platform will not disrupt any Client information systems, machines, devices, or other equipment; (c) Client Data shall be true, complete and correct in all material respects; and (d) Client has all rights in Client Data necessary for the performance of this Agreement including, without limitation all copying, conversion, and broadcast rights required for any such content and all rights necessary to load and display such content on the Exhale Platform, in each case without infringing on the rights of any third party.
10.1 Limited Liability Statement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO A PARTY'S VIOLATION OF THE BUSINESS ASSOCIATES ADDENDUM, A PARTY'S VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT OF THE ANNUAL FEES PAYABLE FOR THE ONE-YEAR PERIOD IN WHICH THE CLAIM OCCURS. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
10.2 Third Party Data and Websites.
(a) Third Party Data. Exhale MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SUITABILITY, RELIABILITY, OR ACCURACY OF ANY THIRD PARTY DATA OR CLIENT DATA.
(b) External Websites. The Exhale Platform may provide Employee End Users with access to websites over the internet and may provide direct links to websites operated by third parties ("External Websites"). CLIENT ACKNOWLEDGES AND AGREES THAT Exhale HAS NO RESPONSIBILITY FOR THE ACCURACY OR AVAILABILITY OF INFORMATION PROVIDED BY EXTERNAL WEBSITES. THE USE OF ANY EXTERNAL WEBSITES DOES NOT CONSTITUTE AN ENDORSEMENT BY Exhale OF THE SPONSORS OR OPERATORS OF SUCH WEBSITES OR THE CONTENT, PRODUCTS, ADVERTISING OR OTHER MATERIALS PRESENTED ON SUCH WEBSITES. Exhale DOES NOT AUTHOR, EDIT OR CONTROL ANY EXTERNAL WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY OF THEIR CONTENT OR PRIVACY AND SECURITY POLICIES. CLIENT ACKNOWLEDGES AND AGREES THAT Exhale SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF, OR RELIANCE ON, ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON SUCH EXTERNAL WEBSITES OR RESOURCES.
11.1 Indemnification by Exhale. Exhale agrees to indemnify and hold harmless Client from and against any and all actions, claims, or demands of third parties, including, without limitation, damages, losses, costs of litigation, and related expenses (including reasonable attorney's fees), ("Claims") resulting from a breach by Exhale of its obligations, representations, or warranties hereunder including, without limitation, any Claim asserting that the Software infringes a third party's U.S. patents, or such third party's copyrights, trademarks or trade secret rights under applicable laws of any jurisdiction within the United States of America.
11.2 Indemnification by Client. Client agrees to indemnify and hold harmless Exhale from and against any Claims resulting from a breach by Client of its obligations, representations, or warranties hereunder.
11.3 Indemnification Procedures. If any Claim for which indemnity is or may be sought hereunder is made or appears reasonably possible, the Party seeking indemnification (the "Indemnified Party") shall (i) promptly notify the other Party (the "Indemnifying Party") in writing of the Claim; and (ii) cooperate with Indemnifying Party in the defense and settlement of such Claim, provided that Indemnifying Party shall not settle any Claim against the Indemnified Party unless such settlement completely and forever releases the Indemnified Party from all liability with respect to such Claim or unless the Indemnified Party consents to such settlement. Notwithstanding the foregoing, the Indemnified Party shall have the right, upon written notice to the Indemnifying Party, to defend itself against any Claim or to participate in the defense thereof by counsel of its own choice.
12.1 Independent Contractors. The Parties are independent contractors and neither Party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other Party. As independent contractors, each party is responsible for its own acts or omissions and neither party shall be liable for the acts or omissions of the other party
12.2 Assignment. Neither Party may assign this Agreement to any person or entity without the written consent of the other Party, such consent not to be unreasonably withheld, provided that any assignment made in connection with the sale of all or substantially all of a Party's assets shall not require the consent of the other Party.
12.3 Client List. During the Term of this Agreement, Exhale may include the name of Client in its client list, which may be displayed on Exhale's website, and in other marketing materials, subject to Client's prior written consent.
12.4 Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No delay in exercising, or partial exercise of, any right or remedy hereunder shall constitute a waiver of any such right or remedy, or any other right or remedy, or future exercise thereof.
12.5 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, the remainder of this Agreement shall remain in full force and effect.
12.6 Notice. All notices furnished in connection with this Agreement shall be in writing and shall be deemed to be delivered when received by certified mail, postage prepaid, return receipt requested, or when sent by e-mail with appropriate confirmation. All notices shall be directed to the Parties at the respective addresses given above or to such other address as either Party may, from time to time, designate by notice to the other Party.
12.7 Amendment. No amendment hereof shall be valid unless in writing and signed by both Parties.
12.8 Survival. Sections 5, 6, 7, 10 and 11, and any other provisions of this Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of this Agreement shall continue as valid and enforceable obligations of the Parties, notwithstanding any such termination, cancellation, completion or expiration.
12.9 Force Majeure. If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, war, terrorist act, riot, fire, judicial or governmental action, labor disputes, act of God or other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
12.10 Entire Agreement. This Agreement, the Exhibits attached hereto and the Supplemental Terms constitute the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter of this Agreement, and supersedes all prior or contemporaneous proposals, communications and understandings, oral or written.
12.11 Choice of Law. This Agreement shall be governed by the laws of the State of Delaware, except with respect to its conflicts of laws provisions.
When used in this Agreement, the following terms shall have the respective meanings set forth below:
"Employee End User" means any employee or independent contractor of Client who accesses the features and functions of the Software through the Exhale Platform.
"Client Data"means any and all data, files, works, information, User Information and/or materials created or held under license by the Client and displayed on, linked or transmitted to, from or through the Exhale Platform, including without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, software and text, but excluding Third Party Data and System Data.
"Intellectual Property Rights" means all worldwide statutory and common law rights in, arising out of, or associated with: patents and patent applications including, without limitation, divisions, continuations, continuations-in-part, extensions, and reissues of the foregoing; works of authorship including copyrights, copyright applications, copyright registrations, and moral rights; trade secrets, know-how, inventions, discoveries, designs, processes and other proprietary information, all developments, improvements, and derivative works of any of the foregoing, in each case whether protected or protectable, together with all trademarks, services marks, logos, and trade dress rights, including, without limitation, applications for, registrations of, and goodwill in the foregoing.
"Exhale Platform" means the Software, System Data, Third Party Data and Exhale Services.
"Software" means the computer software programs, applications, algorithms, workflows, interfaces, information management tools, plug-ins, add-ons, and code developed by Exhale or held by Exhale under a valid license and used in the operation of the Exhale Platform, whether or not protected or protectable, whether or not developed with input or feedback from Client, whether in source or object code form, and whether developed prior or subsequent to the date of this Agreement.
"System Data" means any and all data, files, works, information, and/or materials created by Exhale and displayed on, linked or transmitted to, from or through the Exhale Platform by Exhale, including without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, software and text, including Abstracted Data but excluding Third Party Data and Client Data.
"Third Party Data" means any and all data, files, works, information, and/or materials held under license by Exhale from third party providers or accessed by users over the Internet or any web link, and displayed on, within, linked or transmitted to, from or through the Exhale Platform including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages software and text, but excluding System Data and Client Data.
"Third-Party Products" means products and services that are provided by third parties which interoperate with or are used in connection with the Exhale Services.
"User Information" means all information regarding or relating to individual Employee End Users of the Exhale Platform that is displayed on, within, linked or transmitted to, from or through the Exhale Platform, whether furnished by the Employee End Users, the Client, or any third party.
