BY CLICKING THE “ACCEPT” BUTTON FOR THIS AGREEMENT OR ACCEPTING ANY MODIFICATION TO THIS AGREEMENT IN ACCORDANCE WITH THE TERMS BELOW , OR COMPLETING THE SIGN UP PROCESS FOR CLOUD3D SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” OR "CUSTOMER" SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST CANCEL THE SIGN UP PROCESS AND MAY NOT USE THE SERVICES.

This Master Agreement (“Agreement”) is between 3D Inspection Systems, Inc. (3D), and Customer. Parts of this Agreement may not apply to a particular Customer, if an alternate signed agreement is in force.

Modifications to this Agreement: You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement at any time by posting a revised version of the Agreement or such Additional Policy on the 3D Website. The revised terms shall be effective as follows: if the revised terms are for (a) any Services which we are adding at the time of the revision, (b) the Privacy Notice, (c) the Terms of Use, or (d) any other general terms and conditions applicable to our services, web sites or other properties, then the revised terms shall be effective upon posting (unless we expressly state otherwise at the time of posting); and if the revised terms are for any then-existing Paid Services, then the revised terms shall be effective (10) days after posting.

By continuing to use or receive the Services after the effective date of any revisions to this Agreement or any Additional Policies, you agree to be bound by the revised Agreement or any revised Additional Policies. It is your responsibility to check the 3D Website regularly for changes to this Agreement or the Additional Policies, as applicable.

PART ONE – CLOUD3D SUBSCRIPTION SERVICES

1. Access to the Subscription Services. 3D grants Customer a right to receive the Subscription Services. The services covered by this Agreement include both free or promotional services that 3D and its affiliates make available for no fee for a predetermined amount of time or in a limited capacity, and services that we make available for a fee. The Free Services and the Paid Services are referred to collectively in this Agreement as the “Services.” Each Free Service and Paid Service is referred to individually as a “Service.”
1.1. The Software is located on servers that are not controlled by 3D. Customer may access the Software, but has no right to receive a copy of the object code or source code to the Software. Third parties are not responsible for providing any support in connection with the Software or Services. 3D may change the prices charged to Customer for Server access on thirty (30) days prior written notice due to increases in the prices charged by vendor. As part of providing the Service, 3D may store and process Customer Data in the United States or any other country in which 3D or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing and storage of Customer Data.
1.2. Customer must have a high speed Internet connection, and hardware and software that is compatible with the Subscription Services, as set out in the Documentation. None of these things are 3D’s responsibility.
1.3. 3D may upgrade or update the Subscription Services. This means that the Subscription Services are continually evolving. Some of these changes will occur automatically, while others may require Customer to schedule and implement the changes or install upgrades. The changes may also mean that Customer needs to upgrade its equipment in order to make efficient use of the Subscription Services. 3D will provide Customer with notification in this case. You further acknowledge that 3D may change or remove features or functionality of the Services at any time, and that 3D may set a maximum file size or otherwise impose limitations on traffic or usage.
1.4. 3D recognizes that Customer may have legitimate business reasons for not immediately upgrading to a new version of the Subscription Services or desktop or mobile apps. However once a newer version has been released, customers have 90 days from receipt of the newer upgrades to verify that all hardware in use has been upgraded to the current version.  After 90 days, support may become unavailable for any computers or devices using outdated software or services, and 3D may remove Customer’s access to that version, or it may no longer work with the current Services or software.
1.5. 3D solely owns the intellectual property in the Software (except for third party components) and the Documentation.
1.6. Customer must provide 3D with all information, access, and full good faith cooperation reasonably necessary to enable 3D to deliver the Subscription Services. If Customer fails to do this, 3D will be relieved of its obligations to the extent that the obligations are dependent upon Customer’s performance.

2. Conditions of Use. The Subscription Services provided to Customer are non-exclusive, non-transferable (except as provided in Section 17.4), and are for Customer’s internal business use only. Customer’s right to use the Subscription Services is conditional upon the following. Customer may not:
2.1. transfer to any other person any of its rights to use the Subscription Services;
2.2. sell, rent or lease the Subscription Services;
2.3. make the Subscription Services available to anyone who is not an “Authorized User”. An Authorized User is an employee of Customer, or of a person to whom Customer has outsourced services, who is authorized to access the Software as either a named or concurrent user;
2.4. create any derivative works based upon the Subscription Services or Documentation;
2.5. copy any feature, design or graphic in, or reverse engineer the Software;
2.6. access the Subscription Services (i) in order to build a competitive solution or to assist someone else to build a competitive solution; or (ii) if Customer is an employee of a 3D competitor;
2.7. use the Subscription Services in a way that violates any criminal or civil law;
2.8. load test the Subscription Services in order to test scalability; or,
2.9. exceed the usage limits listed in the purchased subscriber level; or,
2.10 interfere or attempt to interfere in any manner with the functionality or proper working of the Services.

3. Customer Data.
3.1. Customer must provide all data for use in the Subscription Services, and 3D is not obliged to modify or add to the Customer Data. Customer is solely responsible for the content and accuracy of the Customer Data.
3.2. The Customer Data belongs to Customer, and 3D makes no claim to any right of ownership in it.
3.3. 3D must keep the Customer Data confidential in accordance with Section 13 of this Agreement.
3.4. 3D must use the Customer Data strictly as necessary to carry out its obligations under this Agreement, or for customer support purposes. However, 3D may observe or monitor and report back to Customer on Customer’s usage of the Subscription Services, and make recommendations for improved usage of the Subscription Services;
3.5. 3D must take reasonable technical and organizational measures to keep personal data secure and to protect it against accidental loss or unlawful destruction, alteration, disclosure or access; and, must deal with the information only in accordance with Customer’s instructions, provided they are reasonable and lawful.
3.6 You understand that 3D shall have no obligation to continue to store Customer data during any period of suspension or termination of your Services account for non-payment or any other reason, or to permit You to retrieve the same.

4. Subscription Services Warranties. 3D warrants that: (i) the Subscription Services will function substantially as described in the Documentation; and (ii) 3D owns or otherwise has the right to provide the Subscription Services to Customer under this Agreement. The remedies set out in this Section 4 are Customer’s exclusive remedies for breach of either warranty.
4.1. If the Subscription Services do not function substantially in accordance with the Documentation, 3D must, at its option, either (i) modify the Subscription Services to conform to the Documentation; or (ii) provide a workaround solution that will reasonably meet Customer’s requirements. If neither of these options is commercially feasible, either party may terminate the relevant purchased subscriber level under this Agreement, in which case 3D may opt at their discretion to refund to Customer pre-paid fees under the relevant purchased subscriber level, provided more than 10 months of prepaid unused services remain.
4.2. However, 3D has no warranty obligations for:
4.2.1. the extent that Software has been modified by Customer or any third party, unless the modification has been approved in writing by 3D;
4.2.2. a version of the Subscription Services, software, or mobile apps, that have passed its end-of-life date (see Section 1.4); or,
4.2.3. problems in the Subscription Services caused by any third party software or hardware, by accidental damage or by other matters beyond 3D’s reasonable control.

5 Accounts and Credentials. 3D accounts are associated with a master user name (which may be otherwise known as an Account ID, Activation ID, or email address) and password, which are used to access the service. Your user name and password will become Your unique account identifiers (“Account Identifiers”), and you MAY NOT share your master password with employees.  You may generate additional Credentials to Your account as permitted by 3D for the use of Your employees.
5.1 You are responsible for maintaining the secrecy and security of Your Credentials. You are fully responsible for all activities that occur under Your Account Identifiers, regardless of whether such activities are undertaken by You or a third party. Therefore, You should contact Us immediately if You believe a third party may be using Your Credentials, or if Your Credentials are otherwise lost or stolen. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of, Your Customer Data which You submit or use in connection with Your account or the Services.

PART TWO - PAYMENT OBLIGATIONS

6. Payment Obligations and Fees. Fees are charged per period as designated for the Purchased Subscription Term the Customer has selected, and payable in advance, and Customer shall pay such fees when due. 3D reserves the right to suspend Services until payment is brought to a current status. You understand You will be charged for full period of charges based on the Purchased Subscription Terms, regardless of the length of time you may actually use the services.
6.1 We may, in our sole discretion, (i) begin charging fees for a Promotional or Free Service, in which case such Service will thereafter be deemed a Paid Service, or (ii) cease charging fees for a Paid Service, in which case such Service will thereafter be deemed a Free Service.
6.1.1 Promotional or Free Services. In the event You do not upgrade to a paid Cloud3D Services upon expiration of any promotional Cloud3D Services, Your usage will be automatically suspended.
6.1.2 Paid Services. Customer agrees to pay for all usage fees calculated during a given billing or usage cycle using the payment method established in the Purchased Subscription Terms for Your paid account.
6.2.1. Payments. All payments due are in U.S. dollars unless otherwise indicated in the Purchased Subscription Terms. Customer may use the credit card on file to make Payments for balances due on its account. Failure of any payment to successfully process will be subject to the suspension or termination of Cloud3D Services. You understand that 3D shall have no obligation to continue to store Your data during any period of suspension or termination or to permit You to retrieve the same.
6.2.2 Automatic Renewal. The default setting for the Services is auto renewal for all Services accounts. If the automatic renewal setting is enabled, after the initial term Customer agrees that 3D may automatically renew the Purchased Subscription Terms for a new term upon expiration or completion of the existing subscription period, and Customer is responsible for full payment of the renewal term unless it is canceled within 30 days of renewal and no actual usage has occurred. Any such payment shall be subject to our general accounts receivable policies as may be amended from time to time.
6.3. Overage Charges. If Customer initially purchases Subscription Services for a term, and exceeds the subscription level agreement, an overage change may be applied which subscriber agrees to pay immediately. Customer agrees to be billed for any usage overage charges either (a) at the time overage usage occurs or (b) at the conclusion of the subscription term when renewal takes place. Overage charges may be added to the fee for a subscription renewal. Although 3D has no obligation to do so, 3D may provide Customer with an option to purchase additional usage or upgrade the Purchased Subscription level at a pro-rated cost prior to expiration of the Purchased Subscription Term to avoid overage charges.  Any prior waiving of any usage fees during a subscription period does not revoke or change 3D's policy to collect usage fees during a future subscription period.
6.4. Chargeback Policy. If Customer attempts to dispute or deny a valid charge for services rendered a suspension will be placed on the Services. 3D will remove the suspension in the event the dispute is resolved or appropriate payments have been received. If the dispute or denial of payment has not been resolved within thirty (30) days from of the date of the violation Customer will be subject to the termination of Cloud3D Services.
6.5. Refund Policy. Customer understands that 3D pre-bills for usage allowance as set out in the Purchased Subscription Terms. As such, any payments processed are not subject to a refund. However, in the event Customer determines there is an error in the summary of usage or the fees charged for the Services used Customer may submit a billing dispute in writing to 3D. In order for billing disputes to be reviewed the dispute must be received no later than thirty (30) days from the date the error took place. 3D will review the dispute and make a determination whether or not there was a valid error with the system computing the usage or the usage fees. If the dispute is validated 3D will issue a usage credit back to the Customer. 3D’s records and data will be the sole basis for all refund credits. In the event Customer is not current in its payment obligations under this Agreement, refund credits will accrue, but will not be issued until Customer becomes current in its payment obligations.
6.6. Taxes. Fees do not include taxes or duties. If 3D is required to pay or collect any federal, state, local, value added, tax or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on 3D's net income, then such taxes and/or duties shall be billed to and paid by Customer immediately upon receipt of 3D's invoice and supporting documentation for the taxes or duties charged.
6.7. Suspension. Upon our suspension of Your use of any Services, in whole or in part, for any reason, (i) fees will continue to accrue for any Services that are still in use by You, notwithstanding the suspension (including Your continued storage of data on the Services during the period of suspension); (ii) You remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services; and (iii) all of Your rights with respect to the applicable Services shall be terminated during the period of the suspension.
6.8. If 3D terminates an purchased subscriber level under this Agreement because of non-payment by Customer, all unpaid fees for the remainder of the Subscription Term or usage overage immediately fall due for payment.

7. Downtime and Service Suspensions, Security.
7.1. Downtime and Service Suspensions. In addition to our rights to terminate or suspend Services to You as described above, You acknowledge that: (i) Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) We shall also be entitled, without any liability to You, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit Us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that We determine, in our sole discretion, may create a risk to the applicable Service, to You or to any of our other customers if the Services were not suspended; or (c) in the event that We determine that any Service is prohibited by law or We otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension. To the extent possible, We will provide You email notice of any Service Suspension and to post updates on the 3D Websites regarding resumption of Services following any such suspension, but shall have no liability for the manner in which We may do so or if We fail to do so.
7.2. Security. We strive to keep Your Content secure, but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your content and applications. It is recommended that , where available and appropriate, You endeavor to (a) protect your content from unauthorized access, (b) routinely archive your content, and (c) keep Your applications or any software that You use or run with our Services current with the latest security patches or updates. We will have no liability to You for any unauthorized access or use, corruption, deletion, destruction or loss of any of your content or Applications.

PART THREE – GENERAL.

8. Term of Agreement. This Agreement will commence on the date that You agree to the terms and conditions of this Agreement by signing up to use a promotional trial of the Subscription Services or a purchased subscription level, and ends when 3D no longer is obliged to provide Customer with Services under any purchased subscriber levels.

9. Termination and Suspension.
9.1. Either party may terminate rights granted under a particular purchased subscriber level if the other breaches any material term of the purchased subscriber level (including a material term of this Agreement insofar as it applies to the purchased subscriber level) and the breach is not cured within 30 days of written notice. Customer’s breach of Section 2.9 of this Agreement shall be considered a material breach.
9.2. Instead of terminating rights granted to a Customer under an purchased subscriber level, 3D may suspend the provision of Subscription Services to Customer for a period of up to 45 days. At any time during that period, 3D may terminate the rights granted to Customer.
9.3. Sections 2.4, 2.5, 3.3, 6, 10, 11,12, 13, 14, 15 and 17 continue after this Agreement ends.

10. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND 3D DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 3D DOES NOT WARRANT THAT THE USE OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THIS POSSIBILITY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SUBSCRIPTION SERVICES, SOFTWARE AND DOCUMENTATION NECESSARY TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE USE AND RESULTS OF THE SUBSCRIPTION SERVICES OR WORK PRODUCT. EACH PARTY’S TOTAL LIABILITY FOR ANY DIRECT LOSS, COST, CLAIM OR DAMAGES OF ANY KIND RELATED TO THE RELEVANT PURCHASED SUBSCRIBER LEVEL SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY CUSTOMER TO 3D UNDER SUCH RELEVANT PURCHASED SUBSCRIBER LEVEL DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM OR DAMAGES. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN 3D AND CUSTOMER AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO 3D. HOWEVER, THERE IS NO LIMITATION ON DIRECT LOSS, CLAIM OR DAMAGES ARISING AS A RESULT OF AN INFRINGEMENT OF 3D’S INTELLECTUAL PROPERTY RIGHTS, OR A BREACH OF SECTION 13 OF THIS AGREEMENT, OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS.

12. Confidentiality.
12.1. The Subscription Services, Software, and Documentation contain valuable trade secrets that are the sole property of 3D, and Customer agrees to use reasonable care to prevent other parties from learning of these trade secrets. Customer must take reasonable care to prevent unauthorized access to or duplication of the Subscription Services, Software, and Documentation affairs (including, but not limited to, any information about or involving one of our so-called beta tests or a beta test product that You obtain as a result of Your participation in such beta test).
12.2. The Customer Data may include valuable trade secrets that are the sole property of Customer. 3D must take reasonable care to prevent other parties from learning of these trade secrets.
12.3. Sections 12.1 and 12.2 do not apply to any information that (i) is now, or subsequently becomes, through no act or failure to act on the part of receiving party, generally known or publicly available; (ii) is already known by the receiver at the time of receiving such information; (iii) is subsequently provided to the receiver by a third party, as a matter of right and without restriction on disclosure; (iv) you expressly authorize us to do in connection with the use of the Services or as necessary to provide the Services to you; (v) as nor (iv) is required to be disclosed by law, or the request of a governmental or regulatory body, subpoenas or court orders.

13. Notices.
13.1. To You. Except as otherwise set forth herein, notices made by Us to You under this Agreement that affect our customers generally (e.g., notices of amended Agreements, etc.) will be posted on the 3D Website. Notices made by Us under this Agreement for You or Your account specifically (e.g., notices of breach and/or suspension) will be provided to You via the email address provided to Us in Your registration for the Services or in any updated email address You provide to Us in accordance with standard account information update procedures We may provide from time to time. It is Your responsibility to keep Your email address current and You will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not You actually receive the email.
13.2. To Us. For notices made by You to Us under this Agreement and for questions regarding this Agreement or the Services, You may contact 3D as follows:
3D Inspection Systems, Inc.
413 NE Van Loon Lane
Suite 126
Cape Coral, Florida 33909
USA

13.3. Language. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

14. Indemnification by Customer. Customer must indemnify and hold harmless 3D, its affiliates, directors, and employees from any and all claims, losses, damages, liability, judgements, penalties, fines, costs and expenses (including reasonable attorneys fees) arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the Customer Data, including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the Customer Data (“Legal Claim”).

15. Publicity.
15.1. 3D may list Customer as a customer and use Customer’s logo on 3D’s website, on publicly available customer lists, and in media releases.
15.2 Feedback. In the event you elect, in connection with any of the Services, to communicate to us suggestions for improvements to the Services, including discussions on community message boards, 3D shall own all right, title, and interest in and to the same, even if you have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback.

16. Miscellaneous.
16.1. This Agreement together with the purchased subscriber level represent the entire agreement of the parties, and supersede any prior or current understandings, whether written or oral. If there is a conflict between the Agreement and purchased subscriber level terms, the purchased subscriber level terms will prevail.
16.2. This Agreement may not be changed or any part waived except in writing by the parties.
16.3. This Agreement will be governed by the laws of Florida (excluding its choice of law rules). The parties consent to the exercise of exclusive jurisdiction by the state or federal courts in the State of Florida for any claim relating to this Agreement.
16.4. Customer must not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of 3D. 3D may not withhold such consent in the case of an assignment by Customer of its rights and obligations to an entity that has acquired all, or substantially all of Customer’s assets, or to an assignment that is part of a genuine corporate restructure.
Any assignment in breach of this Section is void.
16.5. Customer must not export or re-export, directly or indirectly, any Subscription Services, Documentation or confidential information to any countries outside the United States except as permitted under the U.S. Commerce Department’s Export Administration Regulations.
16.6. The Subscription Services and Documentation provided to the U.S. Government are "Commercial Items", as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", within the meaning of 48 C.F.R. 12.212 or 48 C.F.R.227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein, as provided in FAR 12.212, and DFARS 227.7202-1(a), 227.7202-3(a), 227.7202-4, as applicable.
16.7 Third Party Activities. If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.
16.8. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
16.9. Waivers. The failure by Us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by Us must be in writing to be effective.
16.10. Successors and Assigns. This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. 3D may assign this Agreement pursuant to a merger, acquisition, sale of all or substantially all assets, corporate reorganization or other similar transaction or its right to payment hereunder as collateral to any institutional lender.
16.11. Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted on the 3D Website, and constitutes the entire agreement between You and Us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and Us, whether written or oral, regarding such subject matter.
16.12. No Endorsement. You understand and acknowledge that We are not certifying nor endorsing, and have no obligation to certify or endorse, any of Customer Data.
16.13. Relationship. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between You and Us (or any of our affiliates).

PART FOUR – DEFINITIONS.

17. Glossary.
17.1. “Customer Data” means any electronic information or customer files stored in the Software database.
17.2. “Documentation” means user documentation provided electronically by 3D for use with the Subscription Services, as periodically updated.
17.3. “Purchased subscriber level” means terms or level of service agreed to by Customer that describes 3D’s service offering.
17.4. “Software” means the software whose functionality is described in the purchased subscriber level, or which is used along with the Services.
17.5. “Subscription Services” means the hosted customer experience solutions identified in an purchased subscriber level, and any modifications periodically made by 3D.
17.6. “Subscription Term” means the period of time during which 3D is required to provide Customer with the Subscription Services.