Exhibit 1 – definitions
“ABUSES” has the meaning set forth under section 5.1;
“ACTIVATION CODE” means the code provided by the reseller or by Navori to the customer to activate an Aquaji software license, for which the terms are found in these terms.
“ADMIN CONSOLE” means a part of the Aquaji UI which is only accessible to an administrator and which allows such an administrator to grant, suspend or add end users.
“ADMINISTRATOR” means an internal end user who is provided access to the admin console by the customer and who is authorized to bind the customer.
“AFFILIATE” is an entity that controls, is controlled by or shares common control with a party, where such control arises from either (a) a direct or indirect ownership interest of more than fifty percent (50%), or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise;
“AGGREGATED DATA” means anonymized data that has been combined with other data as part of a dataset that is not specific to the customer’s activities and which does not allow for the direct or indirect identification of the customer;
“ANONYMIZED DATA” means any data which no longer relates to an identified or identifiable natural person and which is de-identified in accordance with industry standards. for the avoidance of doubt, anonymized data shall not include any personal information;
“APPLICABLE LAWS” means any applicable domestic or foreign law, rule, regulation, order, or other action, decree, or requirement in force at any time during the term which governs or regulates a party and the provision of the Aquaji services;
“AQUAJI UI” means the web application or interface which allows end users to connect to the Aquaji software to visualize the BI data. The Aquaji UI includes the admin console.
“AQUAJI SERVICES” means the Aquaji software and the related services, such as the technical support, maintenance, and hosting, where applicable, of the Aquaji software.
“AQUAJI SOFTWARE” means the Aquaji UI, edge, APIs and technologies which are licensed to customers pursuant to these terms, for the authorized endpoints. the Aquaji software can be hosted by Navori or by a customer.
“AQUAJI SOFTWARE LICENCE” has the meaning set forth under section 3.1.
“AUTHORIZED ENDPOINT” means the camera or video equipment from which the data inputs are collected, and for which an Aquaji software license has been obtained.
“AUTHORIZED RESELLER” means a reseller who is duly authorized by Navori to distribute the Aquaji software licenses for the authorized endpoints.
“BI DATA” means the analytical and business intelligence outputs from the Aquaji software which results from the processing of the data inputs based on attributes and factors, and which is accessible from the Aquaji UI.
“CONFIDENTIAL INFORMATION” means any and all information of a party (the “Disclosing Party“) which has or will come into the possession of the other party (the “Receiving Party“) concerning the business, properties, affairs or finances of the disclosing party, or of any person, firm, cooperation or other entity which the disclosing party is under an obligation to keep confidential, including trade secrets, source code, algorithms, lists of customers, vendors, suppliers, agents and site visitors, business studies and analyses, specifications and uses of products and services; product research, sales, marketing and strategic plans and forecasts; product and availability information and any and all proposals, notes, projections, memoranda, reports, lists and records, whether written, printed or in digital format or otherwise, and shall include any and all other types of information which is identified by the disclosing party, either orally or in writing, as confidential at the time of disclosure to the receiving party, or which the receiving party ought to know by virtue of the circumstances in which it learned of such information, would constitute confidential information. for the avoidance of doubts, the Aquaji UI, Aquaji API, and the Aquaji services’ underlying technologies, including, without limitation, the data models and algorithms, are the confidential information of Navori, and the customer data is the confidential information of the customer.
“CUSTOMER DATA” means (a) Personal information; (b) Anonymized data and bi data; (c) Customer’s confidential information, and (d) Data inputs. customer data excludes aggregated data and usage data;
“CUSTOMER SUGGESTIONS” has the meaning set forth under section 4.2;
“DATA INPUTS” means the information and data collected through the authorized endpoint and ingested into the Aquaji software for analysis.
“DATA PROCESSING ADDENDUM” has the meaning set forth under section 7.1.
“DOCUMENTATION” means the documentation provided by Navori to customer which is officially approved by Navori as specifications and descriptions in relation to the Aquaji services;
“END USER(S)” means an employee or agent of the customer who is authorized to access the Aquaji platform by the customer and is provided with an account by the customer to use the Aquaji services.
“FEES” shall have the meaning set forth under section 9.1;
“FORCE MAJEURE” shall have the meaning set forth under section 15.1;
“INTELLECTUAL PROPERTY” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing. for the avoidance of doubts, the Aquaji UI, Aquaji API, and the Aquaji services’ underlying technologies, including, without limitation, the data models and algorithms, are the intellectual property of Navori.
“NAVORI CONTRACTUAL ENTITY” means (a) If the customer is located in the United States, Canada, and Mexico, Navori inc., a company with a registered address at 1000 Sherbrooke west # 710, h3a 3g4 Montreal, Canada ; (b) If the customer is located elsewhere, Navori SA, a company with a registered address at Avenue Mon Repos 22 4, 1003 Lausanne, Switzerland.
“ORDER FORM” shall mean the proposal, purchase order, statement of work, procurement document, e-commerce or online forms which contain the description of the Aquaji services to be delivered to the customer, the subscription plan, the authorized endpoints, and the corresponding number of Aquaji software license, the subscription term, and any additional terms and conditions the parties include.
“PERSONAL INFORMATION” means any information that would meet the definition of “personal information” (or similar nomenclature) under applicable laws and that is processed through the Aquaji services about end-users;
“RESELLER” means an authorized reseller of the Aquaji software licenses which provides an activation code to the customer and which handles any fees and payments regarding the Aquaji software licenses directly with the customer through a distinct agreement between the reseller and the customer.
“SECURITY BREACH” means any act or omission that materially compromises the confidentiality, integrity, or availability of (a) customer data, including any unauthorized access, use, or disclosure which means requirements for notification under applicable laws, including, without limitation, the general data protection regulation (“GDPR”), and (b) confidential information, including the Aquaji software and the unpublished documentation.
“SUBSCRIPTION PLAN” means a type of subscription for the Aquaji services which includes the features identified in an order form or in the documentation. the subscription plan selected by the customer is identified in the order form.
“SUBSCRIPTION TERM” means the period of months during which the Aquaji services (including a specific Aquaji software license) are provided to customer. the subscription term begins upon the purchase of the Aquaji software license and continues for the period of months indicated in an order form. for each Aquaji software license, the initial subscription term is of twelve (12) months.
“TECHNOLOGY” shall have the meaning set forth in section 17.1;
“TERM” shall have the meaning set forth in section 14.1;
“USAGE DATA” means electronic data generated automatically through the use of the Aquaji services, such as logs collected through the Aquaji UI when hosted by NAVORI.