1.1.“Agreement” shall mean the (i) Master Terms, (ii) supplemental terms (iii) other documents posted on Licensor’s website or other URL which are expressly incorporated therein by reference and (iv) Order Forms
1.2. “Sapper” shall mean and refer to Sapper Software, Inc. the legal entity providing the Services.
1.3. “Application” An Application is a business service, technology service, data store, cloud/SaaS application, on-prem or proprietary application. For example, Salesforce, Workday , ServiceNow, Snowflake, MongoDB database, FTP/SFTP server etc.
1.4. “API” means a Web Service requiring separately configured and distinct application services deployed on Licensor’s platform (“distinct” in that it requires its own reporting system or configuration, developer access key database, inbound or outbound URL, and/or community site instance, or is served by or under a separate legal entity, company business unit, publishing group, product brand or application.
1.5. “Connection” A Connection is the unit of connectivity that enables an Application Task in a workflow to connect to an application endpoint. For example, when Sapper connects to a specific Application Endpoint like Salesforce (via information like Salesforce URL, Authentication Tokens) it establishes a connection to Salesforce. Each such unit of connectivity established between an Application Task and an Application Endpoint is a separate Connection.
1.6. “Credentials” shall mean and refer to a user’s authentication information typically a password, a token, or a certificate.
1.7. “Data pipeline” means automatically collecting data from many disparate sources, then transforming and consolidating it into a destination
1.8. “Source” means, any system like databases, data warehouses, Applications like Salesforce or any object store like S3. Generally, pipelines will ingest data from several sources either by streaming or batch processing.
1.9. “Destination” means, any system like database, data warehouse, data lake, or object store like S3 datastore where the processed data will be staged. Example – Snowflake, Redshift or Azure Blob
1.10. “Container” means an isolated operating system environment on which the Software is licensed to run, that can be limited in terms of CPU, memory and disk usage as well as network access. They are decoupled from the underlying infrastructure; they are portable across clouds and OS distributions.
1.11. “Processed Records” are the total number of records that are ingested and processed through the data pipeline. Our data pipeline pricing is based on number of processed records. For example, Processed Records
1.12. “Licensed Service” shall mean and refer to Sapper’s data pipeline-based software tools enabling the Services identified on the Order Form.
1.13. “Extracted Data” means, any data that you or your Authorized Users enable Sapper to access and extract from the Servers to the Platform.
1.14. “Loaded Data” means, any data that Sapper transfers or loads onto the Servers via the Platform.
1.15. “Metadata” means, any and all data that Sapper may collect from you as a result of your registration with the Platform, Website, and/or Service, including any and all personally identifiable information, and monitoring your use of the Service, the Website and the Platform, including any and all analytics data.
1.16. “Servers” means the servers owned or controlled by you or your third-party hosting providers, which shall host the Extracted Data and/or the Loaded Data after it is extracted and transferred via the Platform. In limited circumstances, upon the agreement of the Parties, Sapper may manage a separate instance for you on the servers of Sapper’s third-party hosting provider.
1.17. “Update” means any release or update of or for the Platform or Services that is made generally available by Sapper to its customers during the term of this Agreement.
1.18. “Platform” means Sapper’s proprietary, cloud-based platform.
1.19. “Core Service Downtime” When a Core Service, is unavailable. For example, if a user tries to access Sapper’s Web Application, and receives a 404 page, or the application will not load it is considered unavailable. Downtime is measured in minutes.
1.20. “Maximum Available Monthly Minutes” is the absolute maximum number of Monthly Pipeline Minutes across all of Customer’s Services, that is not to exceed the total minutes in an average month (43,000).
e.g, if Customer has two pipeline services, HubSpot, which ran for a total of 25,000 minutes, and Greenhouse, which ran for 12,000, Customer’s Maximum Available Monthly Minutes would equal 25,000.
1.21. “Core Service Monthly Uptime Percentage is calculated as Maximum Available Monthly Minutes less Downtime divided by the Maximum Available Monthly Minutes. Monthly Uptime Percentage is represented by the following formula:
MONTHLY UPTIME % = (MAXIMUM AVAILABLE MINUTES – DOWNTIME) / MAXIMUM AVAILABLE MONTHLY MINUTES
1.22. “Core Service Credit Calculation” If a service is considered to be down longer than the Monthly Uptime Percentage, and if Customer has purchased Sapper’s Uptime SLA, Customer will accrue Service Credits. Service Credits for Core Services is represented by the following formula:
SERVICE CREDITS = DOWNTIME * APPLICABLE MONTHLY SERVICE FEES * SERVICE CREDIT PERCENTAGE
1.23. “Downtime for Data Delivery Service” It will begin to accrue after the service has not been successfully loading data into Customers target destination for the length of the Normal Update Time plus the Allowed Downtime Interval. The Allowed Downtime Interval for Data Delivery Services is 12 hours + the connector’s Normal Update Time.
1.24. “Normal Update Time” is the average time between successful syncs over the previous 14 days.
1.25. “Automation” An Automation is composed of one or more Tasks that are automatically carried out to automate a specific function. For example, a Lead Automation can automate the process where a Lead created in Marketo automatically creates a Lead in Salesforce.
1.26. “Subscription Service” shall mean and refer to Sapper’s data pipeline-based software tools enabling the Services identified on the Order Form.
1.27. “Services” shall mean and refer to the Subscription Service and/or the Professional Services provided by Sapper.
1.28. “Authorized User” means any of your current employees, consultants, or agents whom you authorize to access and use the Platform pursuant to this Agreement; provided, however, that any consultants’ or agents’ access and use of the Platform shall be limited to their provision of services to you. You are responsible for the acts and omissions of your Authorized Users and any other person who accesses and uses the Platform using any of your or your Authorized Users’ access credentials, and all obligations of yours under this Agreement shall apply fully to any such Authorized User or other person as if they were “you” under this Agreement.
1.29. “Billing Information” means any of your billing information, including, without limitation, bank account numbers, credit card or debit card numbers, account details, ACH information, and similar data.
1.30. “Customer Data” means collectively the Loaded Data, the Extracted Data, and any other applications, data, data files and software provided by Customer or any Authorized User of Customer that reside on, or runs on or through, the Platform. Customer agrees not to include any production data in its Customer Data during the Trial Period.
1.31. “Personal Information” means personal or personally identifiable data and/or records of or regarding your or your Affiliates’ officers, directors, employees, investors, customers and/or prospective customers.
1.32. “Destructive Elements” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Platform or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Platform to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operations.
1.33. “Prohibited Content” means content that is illegal under applicable law or contains Sensitive Personal Information or violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets or contains indecent or obscene material contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights or promotes unlawful or illegal goods, services, or activities or contains false, misleading, or deceptive statements, depictions, or sales practices or contains Destructive Elements or is otherwise objectionable to Sapper in its sole, but reasonable, discretion.
1.34. “Sensitive Personal Information” means the following types of data: any financial information (including, without limitation, Billing Information and cardholder or sensitive authentication data, as those terms are defined under the Payment Card Industry Data Security Standard), personally identifiable financial information as defined by and subject to the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLBA”), country identification numbers, (including, without limitation, Social Insurance Number, Social Security Number, or other governmentally-issued identification number such as driver’s license or passport number drivers’ license numbers), data on any minor under the age of thirteen that would be subject to the Children Online Privacy Protection Act (“COPPA”), education records, as defined under the Family Educational Rights and Privacy Act of 1974 (“FERPA”), any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), special categories of personal data identified in Article 9 of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and personal data relating to criminal convictions and offences.
1.35. “Documentation” means the documentation provided with the Platform or Services to Customer, or made available on the Website, together with any and all new documentation releases, corrections and updates furnished by Sapper to Customer under this Agreement.
1.36. “Data Record” means data that is received by Licensor from the Customer, Customer’s authorized vendor, Affiliates, or other designees that is populated from information provided by Customer or Shopper as a result of transactions (such as from e-commerce or HRIS systems), events (such as a website log-in), information associated with custom data attributes as specified by Customer, or responses to Customer’s custom questions in the Subscription service.
1.37. “Enterprise” means (unless otherwise set forth in an Order Form) an unlimited Number of Units of the Software, where the Number of Units is identified as Enterprise in the Order Form, to be deployed by Customer until the Enterprise Term Expiration Date set forth in the Order Form, (the “Enterprise Term”), at which time, the Number of Units by License Type then deployed and in use by Customer becomes fixed and Customer may not thereafter deploy additional Units. During the Enterprise Term and thereafter, Customer’s right to deploy shall not extend to any Extraordinary Corporate Event. Customer hereby agrees to provide Licensor, within sixty (60) days after the end of the Enterprise Term, written notice of the Number of Units deployed at the end of the Enterprise Term by Unit and License Type.
1.38. “ISV Customer” means a Customer who is an independent software vendor and is designated as an ISV Customer in an Order Form.
1.39. “Maintenance” means the provision of Updates and technical support services to resolve defects according to problem severity pursuant to current support and severity levels set forth in the Service Level Guide. Unless otherwise stated in an Order Form, Customer is entitled to the lowest support level available from Licensor for the applicable Software.
1.40. “Multi-tenant” means an environment using the same Software and interfaces to configure resources and isolate Customer-specific traffic and data.
1.41. “Number of Units” means for each Order Form the entitlement to the Software and for multiple Order Forms, collectively, the cumulative entitlement to each of the Software as designated and/or defined in applicable Order Forms, and including, if applicable, the current number of deployed Units as reported by Customer upon expiration of a Project or Enterprise Term.
1.42. “Order Form” means any written order, whether in physical or electronic format, for Software or services, including a Purchase Order, Work Order, statement of work, on-line orders, or other form of an ordering document delivered to or made available to Licensor through a medium or channel approved by Licensor, which is subject to, and incorporates by reference, the Agreement or other terms negotiated by the parties
1.43. “Unit” means a license restriction describing the manner in which a copy (or multiple copies) of the Software may be deployed (including, without limitation, Site, Processor, Pack, Named User, Connected Processor, and Processor Source Locked) and is the mechanism used to determine the Number of Units licensed under this Agreement, an Order Form or a purchase order.
1.44. “Unlimited” means an unlimited Number of Units of the Licensor Software to be deployed by Customer during the Subscription Term. During the Subscription Term, Customer’s right to deploy shall not extend to any Extraordinary Corporate Event.
1.45. “Updates” means Software bug fixes, enhancements, and upgrades, if and when made generally available by Licensor under Maintenance. Updates may include new or additional Platforms that are deemed (at Licensor’s sole discretion) to have no more than a minimum difference in price, features and functionality from previously available Platforms.
1.46. “User Record” means a Shopper’s record that is populated with data received by Licensor from the Customer, Customer’s authorized vendors, Affiliates, or other designees in the Subscription service.
1.47. “Work Order” means an Order Form under which a Customer acquires Consulting Services from Licensor or and which has been signed by Customer.