Defined Terms

Acceptable Use Policy
“Acceptable Use Policy” or “AUP” means the policy available online at https://sidusgroup.com/aup (or at such other URL as Intelishift may dictate from time to time) which defines the acceptable uses of the Services.

Addendum
Service Addendum

Affiliate
“Affiliate” means any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such first person, with “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, and “person” broadly construed to include any natural person or any incorporated or unincorporated entity or association, trust, joint venture, joint stock company or other entity.

Claim
“Claim” means any claim, demand, action, or proceeding (including lawsuits, arbitrations, or administrative proceedings).

Client Account
“Client Account” means the account set up by Intelishift, attributed exclusively to Client and used for the provisioning and administration of the Services to Client.

Client Data
“Client Data” means personal information relating to Client and data owned or controlled by Client, including (a) names, addresses, and other personally identifiable information pertaining to Client, (b) usage data collected by Client regarding Client’s own use of the Services, (c) Client’s content hosted on the Systems, including Client’s Uniform Resource Locators, Web pages and other website data, software and applications, Protected Healthcare Information as such term is further described in the appropriate section below, and (d) any of the same relating to or owned by an End User.

Client-Provided Equipment | Client Equipment
“Client-Provided Equipment” or “Client Equipment” means any hardware and/or systems owned by the Client.

Client Portal
“Client Portal” means Intelishift’s online portal or interface tool for Client to manage the Client Account and associated Services.

Company
“Company” means that company with which Client entered into an agreement, through an SOF or SOW, to purchase the Services.

Confidential Information
“Confidential Information” means all non-public information, know-how, and trade secrets in any form disclosed by one Party to the other Party and that are designated by the disclosing Party as confidential or are known, or under the circumstances should be known, to be confidential. For the avoidance of doubt, the following items shall be considered Confidential Information: this MSA and Intelishift’s network configuration, and the following items shall not be considered Confidential Information: information that is or becomes publicly known or available without breaching this section, information that is or was previously disclosed to the receiving party from a third party without any confidentiality restriction, information that is independently developed without using any Confidential Information or otherwise breaching this section, reference to the other Party by name as a vendor or customer, or the existence and general nature of this MSA (but not any specific terms of this MSA).

Effective Date
“Effective Date” means the date on which Client clicks to accept this MSA online or signs on the signature page attached hereto (as applicable).

End Users
“End Users” means those parties (including Client’s employees, customers, contractors, consultants, or other third parties) that have access to or use of the Services by or through Client.

Force Majeure
“Force Majeure” means a circumstance beyond a Party’s reasonable control, including a pandemic, natural calamity or disaster, act of God, military or terrorist act, change in law, labor dispute, utility disruption or outage, malfunction of equipment or software, loss or corruption of data, interruption of or delay in transportation, failure by any supplier or other third party to perform, or act or omission of the other Party.

Incident
An event or occurrence that impacts the Intelishift Data Center Infrastructure including the physical building structure, power infrastructure or cooling infrastructure.

Intellectual Property
“Intellectual Property” means any and all rights, title, interest, and ownership, whether by registration, statute, common law or other operation of law, in and to: (a) copyrights, (b) patents, (c) trademarks, (d) trade secrets, (e) any other proprietary, intellectual, or industrial property rights of any kind or nature, (f) registrations and registration applications of the foregoing in any jurisdiction, (g) in Intelishift’s case, Intelishift Data and the Systems, and (h) in Client’s case, Client Data.

Losses
“Losses” means any loss, liability, damage, penalty, cost, or expense (including reasonable lawyer fees, witness compensation, and court fees).

Intelishift Data
“Intelishift Data” means any data relating to Intelishift and all Services and Systems, including (a) Internet Protocol addresses, Uniform Resource Locators, Web pages and other website data, (b) source codes, digital files, encryption keys, and digital certificates, (c) user identifications, account access, log-in information, and passwords, (d) usage data collected by Intelishift regarding Client’s use of the Services, and (e) all other data owned or controlled by Intelishift.

Privacy Notice
“Privacy Notice” means the policy available online at https://sidusgroup.com/privacy-notice (or at such other URL as Intelishift may dictate from time to time) which describes Intelishift’s use and processing of Client Data.

Renewal Term
“Renewal Term” means successive Service periods equal to the length of the SOF Initial Term.

Representatives
“Representatives” means, collectively, Affiliates, directors, officers, employees, contractors, agents, and advisors, including lawyers, accountants, consultants, financial advisors, bankers, and lenders.

Service(s)
“Service(s)” means the service(s) set out on each SOF or SOW that are provided by Intelishift to Client subject to and in accordance with the terms of this MSA.

Service Addendum
“Service Addendum” means an addendum to this MSA that sets forth certain Service-specific terms.

Service Fees
“Service Fees” means the money amounts or rates, specified in, as applicable, the SOF, Client Portal, invoice from Intelishift, or which Client has otherwise agreed to pay to Intelishift in consideration of the Services provided. Unless specified in the SOF, Service Fees recur monthly even if Client does not use the Services.

Setup Fee
“Setup Fee” means the one-time fee specified in the applicable SOF charged to Client for Intelishift to customize and otherwise prepare the Systems according to the specifications in the SOF.

Service Request
A request made by a Client through the Intelishift Support Line or the Intelishift Ticketing System.

SLA
“SLA” or “Service Level Agreement” means the terms governing the availability or uptime of the Services and Systems, and the standards for Intelishift’s Technical Support.

SOF
“SOF” means a Service Order Form that sets forth the specifications of the Services purchased by Client.

SOF Availability Date
“SOF Availability Date” means the date on which Intelishift notifies Client, either by email or through the Client Portal, that the Services are first available to Client for use.

SOF Initial Term
“SOF Initial Term” means the specific Service period described in the SOF, during which time Client may not terminate the SOF, any Services ordered thereunder, or this MSA.

SOF Start Date
“SOF Start Date” means the date on which Client signs the SOF or clicks to accept the SOF in the Client Portal (as applicable).

SOW
“SOW” means a statement of work executed between the Parties for Professional Services performed by Intelishift for Client.

Systems
“Systems” means the technology (including all systems, networks, facilities, infrastructure, computer servers, other hardware, software, online application program interfaces, Internet Protocol addresses, and other technologies) owned, licensed, controlled, or otherwise used by Intelishift to provide the Services to Client, and, as applicable, to End Users and Client Affiliates.

Technical Support
“Technical Support” means the assistance and advice Intelishift’s technical support staff provides to Client, as part of the Services, via electronic mail, telephone, or other means of communication as designated by Intelishift (including Intelishift’s ticketing system).

Termination Fees
“Termination Fees” means the monetary amount equal to the average monthly payment of Service Fees within the 6 months immediately prior to the termination date multiplied by the lesser of (a) the number of months remaining in the SOF Initial Term calculated from the termination date, or (b) 12 months.

Third Party Products
“Third Party Products” means the equipment, software, products or services procured from a Third Party Vendor which Intelishift, in turn, provides to Client as part of, or in combination with, Intelishift’s own products and services which are part of the Services.

Third Party Vendor
“Third Party Vendor” means a third party vendor who provides Intelishift with Third Party Products to be, in turn, provided to Client by Intelishift as part of, or in combination with, the Services.

Third Party Vendor Audit
“Third Party Vendor Audit” means an audit performed by either Intelishift or a Third Party Vendor with respect to the Third Party Products.