KEBS End-user License Agreement

KEBS, an independent division of Kaar Enterprise Business Suite, an independent division of Kaar Technologies, Level 8, Shyamala Towers, 136, Arcot Road, Saligramam, Chennai – 600093, India and , (hereinafter “Customer”)

Relevant KEBS Partner: (hereinafter “KEBS Partner”)

This KEBS Cloud Services EULA Acceptance Form as issued by KEBS is a binding offer by KEBS. It  becomes effective from the date it is duly signed by Customer and returned to KEBS for availing KEBS cloud services. 

2.1 Cloud Service 

• For the Initial Term and, if applicable, any Renewal Term, the Customer receives the right to use each “KEBS Cloud Service” in line with the Usage Metric and volume set forth in Schedule (“Cloud Service”) in accordance with the terms and conditions set out in the Agreement (as defined below). 
• The Cloud Services available in the KEBSCloud are part and parcel of this Agreement and no separate fees will be chargeable under the head of Cloud Services. 

2.2 Subscription Term 

• Customer’s initial subscription term will begin on the earliest Product Start Date and will be effective until the latest Product End  

Date as set forth in Schedule 1 (“Initial Term”). 

• Thereafter, the Initial Term and any renewal subscription term for KEBS Cloud Service is automatically extended for subsequent periods of 12 months (each a “Renewal Term”) unless it is explicitly agreed between Customer and KEBS not to renew the agreement. 

Renewal Type: Automated 

2.3 License Volume: 

License volume is determined by the number of active users registered in the KEBS system month on month. Active users are directly referred to the active Employees maintained in the Customer Employee Master (Including the temporary employees, contract employees).  

2.4 Service Level Claims 

Customer may raise service level claims themselves.  

 2.5 Authorized Administrators

• Customer contacts for system notices are: 
• Technical administrator name: Subha Kumar 
• Technical administrator e-mail: subha@cspl.com 

3.1 Grant of Rights 

Subject to all fees paid by the Customer to KEBS, KEBS grants to Customer, a non-exclusive, non-transferable and world-wide right to use the KEBS Cloud Service, Materials and Documentation solely for Customer’s and its Affiliates’ internal business operations. Permitted uses and restrictions of the KEBS Cloud Service also apply to Materials and Documentation.  

3.2 Authorized Users 

Customer may permit Authorized Users to use the KEBS Cloud Service. Usage is limited to the Usage Metrics and volumes stated in Schedule 1 of the KEBSCloud Service EULA Acceptance Form. Access credentials for the KEBSCloud Service may not be used by more than one individual but may be transferred from one individual to another if the original user is no longer permitted to use the KEBSCloud Service. Customer is responsible for breaches of the Agreement caused by Authorized Users. 

3.3 Authentication Terms and Conditions 

The KEBS Cloud Service

• Generates and provides to the end user via an API call, an authentication token (‘JWT Token’) generated in response to the request for such a token by the User on the login screen or by integrating with Active Directory (In such case KEBS uses the token generated by the Active Directory and
• Authenticates the token received to the end user credentials after the KEBS Cloud Service’s receipt via the API Call (In the case of Active Directory integration, it checks the validity of the token with the issuing Active Directory system). A Token is a combination of numeric and alphanumeric characters with information of Customer email and organization information. The token generated follows an algorithm of HS256 with a secret key stored as a ‘Salt Hash’ in the KEBS Cloud Service. The token generated has an expiry period of 30 Min (or by the limit set by the issuing system) post which the user will be redirected to the login screen. 

3.4 Acceptable Use Policy 

With respect to the KEBS Cloud Service, Customer will not: 

1. disassemble, decompile, reverse-engineer, copy, translate or make derivative works, 
2. transmit any content or data to any third party other than for the use of the Customer that is unlawful or infringes any intellectual property rights, or 
3. circumvent or endanger its operation or security. 

3.5 Verification of Use 

Customer will monitor its own use of the KEBS Cloud Service and report any use in excess of the Usage Metrics and volume to KEBS. KEBS also may monitor the use by the Customer from time to time, upon prior intimation to the Customer, to verify compliance with Usage Metrics, volume and this Agreement. KEBS will be permitted to bring it to the attention of the Customer any data regarding use in excess of the Usage Metrics, volume and this Agreement by the Customer and the Customer shall set it right upon receiving such information. 

3.6 Suspension of KEBS Cloud Service 

KEBS may suspend use of the KEBS Cloud Service if continued use may result in material harm to the KEBS Cloud Service or its users. KEBS will promptly notify Customer of the suspension. KEBS will limit the suspension in time and scope as reasonably possible under the circumstances. However it is agreed that suspension shall not be imposed  without affording the Customer an opportunity to explain and set right the issue raised by KEBS. KEBS shall extend the validity period proportionately if the suspension limited in time was invoked for no fault of the Customer.  

3.7 Third Party Web services 

The KEBS Cloud Service may include integrations with web services made available by third parties (other than KEBS) that are accessed through the KEBS Cloud Service and subject to terms and conditions with those third parties. Such third-party web services are part of the KEBSCloud Services provided under this Agreement and commercials agreed upon with the Customer are all inclusive. 

4.1 Provision of purchased licenses 

KEBS will: 

• make the licenses and applicable documentation available to the Customer  
• provide applicable KEBS standard support for the purchased licenses to the Customer at no additional charge 
• use commercially reasonable efforts to make the purchased application available as per the System Availability percentage mentioned in Section 6.4, except for:

(i) planned downtime (of which KEBS shall give advance electronic notice), and

(ii) any unavailability caused by circumstances beyond KEBS’s reasonable control, including, for example, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet Service Provider failure or delay  

• provide the licenses in accordance with laws and government regulations of India. 

4.2 Protection of Customer Data 

KEBS will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users upon prior approval of the Customer). In the event of any unfortunate breach of privacy and protection of the Customer Data, KEBS will be responsible to make good such loss or just compensation as claimed by the Customer in this regard. 

4.3 KEBS Personnel 

KEBS will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with KEBS’s obligations. 

4.4 Modifications 

The KEBSCloud Service and KEBS Policies may be modified by KEBS at any time. Modifications may include optional new features for the KEBSCloud Service, which Customer may use (at no additional cost) and they will not adversely affect the functionality and performance of the KEBSCloud Service offered to the Customer and further, will not reduce or impair any of the agreed services. 

5.1 Customer Data 

Customer is responsible for the Customer Data and entering it into the KEBSCloud Service. Customer grants to KEBS a non-exclusive right to process Customer Data solely to provide and support the KEBSCloud Service.

5.2 Personal Data  

Customer will collect and maintain all personal data contained in the Customer Data in compliance with applicable data privacy and protection laws. Such data shall not be accessed by KEBS, except upon prior written consent of the customer.

5.3 Security 

Customer will maintain reasonable security standards for its Authorized Users’ use of the KEBSCloud Service.

5.4 Access to Customer Data 

1. During the Subscription Term, Customer can access its Customer Data at any time. Customer may export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, in which case KEBS and Customer will find a reasonable method to allow Customer access to Customer Data.
2. Before the Subscription Term expires, Customer may use KEBS’s self-service export tools (as available) to perform a final export of Customer Data from the KEBSCloud Service.
3. At the end of the Agreement, KEBS will delete the Customer Data remaining on servers hosting the KEBSCloud Service unless applicable law requires retention. Retained data is subject to the confidentiality provisions of the Agreement, which will survive even after the termination.
4. In the event of third-party legal proceedings relating to the Customer Data, KEBS will cooperate with Customer and comply with applicable law with respect to handling of the Customer Data. The expense of such proceedings shall be borne by the Customer only if the proceedings arise out of necessary actions omitted or committed by Customer.  

KEBS disclaims all representations, warranties, conditions or guarantees with respect to the KEBSCloud Service express or implied, including without limitation, any implied warranties of merchantability, quality or fitness for a particular purpose except to the extent that any warranties implied by law cannot be validly waived.

6.1 Compliance with Law  

Customer warrants its current and continuing compliance with all laws and regulations applicable to it in connection with the Customer Data and Customer’s use of the KEBSCloud Service.

6.2 Good Industry Practices 

KEBS warrants that:

1. the KEBSCloud Service will substantially conform to the specifications contained in the Agreement during the Subscription Term for the KEBSCloud Service.
2. the KEBSCloud Service will materially conform to the specifications contained in the EULA Agreement and Implementation service contract. It will perform any Service in a workmanlike and professional manner using resources with the skills reasonably required to perform such services.

6.3 Remedy 

• Provided Customer notifies KEBS in writing with a specific description of the KEBSCloud Service’s or the Service’s nonconformance with the warranty in Section 6.2 within the warranty period without undue delay and KEBS validates the existence of such nonconformance, KEBS will, at its option:

(i) with regard to the KEBSCloud Service:

a. correct or replace the nonconforming KEBSCloud Service, or

b. if KEBS fails to correct the nonconformance after using reasonable commercial efforts, terminate the access to the nonconforming KEBSCloud Service.

(ii) with regard to the Services, re-perform the nonconforming Service

• This does not apply to trivial or non-material cases of nonconformance and is Customer’s sole and exclusive remedy under the warranty in Section 6.2.The written notification of any nonconformance by Customer must include sufficient detail for KEBS to analyse the alleged nonconformance. Customer must provide commercially   reasonable   assistance   to   KEBS   in   analysing   and   remediating   any nonconformance of the KEBSCloud Service.
• For clarification purposes, KEBS will

(i) with regard to KEBSCloud Service: in all cases; and

(ii) with regard to the Services: if KEBS fails to correct the nonconformance of the Service after using reasonable commercial effort, consult with customer to define a reasonable amount (α) by which customer may reduce the subscription fees or the fees for the nonconforming Service, in case customer has already paid  them for  the nonconforming Service, which KEBS will refund to customer to reflect the nonconformance.

6.4 System Availability 

KEBS warrants to maintain an average monthly system availability of 99% for the KEBSCloud Service.

System Availability Percentage = (Total Minutes in the Month – Excluded Downtime – Downtime / Total Minutes in the Month – Excluded Downtime)*100

“Total Minutes in the Month” are measured 24 hours at 5 days a week during a Month. (Revised as per working hours of the Customer) 

“Excluded Downtime” Total Minutes in the Month attributable to: (i) a Scheduled Downtime, or (ii) any Major Upgrade Window for which the customer has been notified in advance or (iii) unavailability caused by factors outside of KEBS’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised.

“Downtime” means the Total Minutes in the Month during which the productive version of the KEBSCloud Service is not available, except for Excluded Downtimes. The Downtime exclusions are subject to calculation based on 99% of working days/hours and KEBS will endeavor to reduce the probability of higher value of downtime and just compensation by necessary extension being given in favor of the Customer. 

6.5 Warranty Exclusions 

The warranties will not apply if:

1. the KEBSCloud Service is not used in accordance with this EULA Agreement or Documentation,
2. the nonconformance is caused by Customer, another third party, or by any product, database, content or service not provided by KEBS, or
3. the KEBSCloud Service was provided for no fee or is a trial license of the KEBSCloud Service or both.

6.6 Disclaimer  

Except as expressly provided in this EULA Agreement, KEBS does not make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the  merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement  or  results  to  be  derived  from  the  use  of  or  integration  with  any  products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of KEBS or product roadmaps in obtaining subscriptions for the KEBSCloud Service.

7.1 KEBS Ownership 

KEBS hereby declares that KEBS and its Affiliates own all intellectual property rights in and related to the KEBS Cloud Service, Materials, Documentation, Services, Design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to KEBS. 

7.2 Customer Ownership 

Customer retains all rights in and related to the Customer Data. KEBS may use Customer provided trademarks upon obtaining specific consent of the Customer, solely to provide and support the KEBS Cloud Service. 

7.3 Non-Assertion of Rights 

Customer covenants on behalf of itself and its successors and assigns, not to assert against KEBS or their Affiliates, any rights, or any claims of any rights, in KEBS Cloud Service, Materials, Documentation, or Services. 

8.1 Use of Confidential Information

• The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement. Customer will not disclose the Agreement or the pricing and Confidential Information to any third party.

• In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.

8.2 Exceptions 

The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:

• is independently developed by the receiving party without reference to the disclosing party’s Confidential Information,
• is generally available to the public without breach of the Agreement by the receiving party,
• at the time of disclosure, was known to the receiving party free of confidentiality restrictions,
• the disclosing party agrees in writing is free of confidentiality restrictions.

8.3 Publicity 

Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that KEBS may use Customer’s name in customer listings or quarterly calls with its investors. at times mutually agreeable to the parties, as part of KEBS’s marketing efforts (including reference calls and stories, press testimonials).  If KEBS requires to share specific information about the Customer with its Affiliates for marketing and other business purposes, it shall secure appropriate prior authorization from the Customer for each such instance, with the particular details it requires to share. The Customer shall agree to each such request to the extent practicable.  

9.1 Claims Brought Against Customer 

• KEBS will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the KEBS Cloud Service infringes or misappropriates a patent claim, copyright or trade secret right. KEBS hereby indemnifies the Customer against all damages awarded against the Customer (or the amount of any settlement Customer enters into, which shall be done upon discussion with KEBS) with respect to these claims. 

• KEBS’s obligations under Section 9.1 will not apply if the claim results from (i) Customer’s breach of Section 1 and for (ii) use of the KEBS Cloud Service by the Customer in conjunction with any product or service not provided by KEBS.  

• In the event a claim is made or likely to be made, KEBS may (i) procure for Customer the right to continue using the KEBS Cloud Service under the terms of the Agreement, or (ii) replace or modify the KEBS Cloud Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, KEBS may terminate Customer’s subscription to the affected KEBS Cloud Service upon written notice and suitably compensate the Customer for the unutilized period of subscription, if any. 

9.2 Claims Brought Against KEBS 

The Customer will defend KEBS against claims brought against KEBS by any third party in relation to Customer Data for any wrongful acts committed by or attributable to the Customer. Customer will indemnify KEBS against all damages finally awarded against KEBS (or the amount of any settlement KEBS enters into upon discussion with the Customer) with respect to these claims. This clause will not apply if the third party claim arises out of wrongful use of the Customer Data or if such claim arises out of any wrongful omission or commission on the part of KEBS. 

9.3 Third Party Claim Procedure 

• The party against whom a third-party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. 

• The party that is obligated to defend a claim will have the right to fully control the defense. 

• Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought. 

9.4 Exclusive Remedy 

The provisions of Section 9 state the sole, exclusive, and entire liability of the parties, their Affiliates, Business Partners and subcontractors to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights. 

10.1 Not Responsible 

KEBS and its affiliates will not be liable for any Customer activities if such liability arises from (i) KEBS Cloud Service not being used in accordance with the Documentation, or (ii) if the defect or liability is caused by the Customer or any third-party product or service without the involvement of KEBS, or (iii) if the KEBS Cloud Service is used in conjunction with any product or service not provided by KEBS and if such product or service is the reason for defect, or (iv) for any Customer activities not falling within the purview of this Agreement. KEBS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE KEBSCLOUD SERVICE PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT. 

10.2 Exclusion of Damages; Limitation of Liability 

Anything  to  the  contrary  herein  notwithstanding,  except  for (a) damages  resulting  from 

(i) unauthorized  use  or  disclosure  of Confidential Information; and  (ii)  death  or  personal  injury arising from either party’s gross negligence or arising from either party’s willful misconduct or

(b) KEBS’s obligations under Section 9.1or (c) Customer’s obligations under Section 9.2 and any other breach of the terms specifically agreed in this Agreement, under no circumstances and regardless of the nature of any claim will KEBS or Customer be liable to each other or any other person or entity for an amount in excess of the subscription fees paid by Customer in the twelve months period immediately preceding the events giving rise to the claim for the KEBS Cloud Service directly unless such a specific omission or commission amounting to breach results in damages – be it special,  incidental,  consequential  or  indirect  damages,  loss  of  good  will  or  profits,  work stoppage,  data  loss, computer failure or malfunction, attorney’s fees, court costs, interest or exemplary or punitive damages. In such event, the breaching party shall be liable to compensate the other party in such a manner as to place them on the same pedestal as they would have been, but for the breach of the committing party.  

10.3 Risk Allocation 

This Agreement allocates the risks between KEBS and Customer.  The subscription fee paid by the Customer reflects this allocation of risk and limitations of liability. It is expressly understood and agreed that each and every provision of this Agreement which provides for a limitation of liability, disclaimer of warranties or exclusion of damages, is intended by the parties to be severable and independent of any other provision and to be enforced as such. 

10.4 Extension to group members 

Any limitations to the liability and obligations of both parties according to this Section 10 will also apply for the benefit of any of the party’s Affiliates and permitted assigns. 

11.1 Term 

The initial Subscription Term is as stated in the Schedule 1 of the KEBS EULA Acceptance Form.  

11.2 Termination 

A party may terminate the Agreement: 

• upon thirty days written notice of the other party’s material breach (including without limitation Customer’s failure to pay fees due for the KEBS Cloud Service or non-provision of the KEBS Cloud Service to the Customer in a timely manner) unless the breach is cured during the thirty-day period, 

• immediately, if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors, or otherwise materially breaches Sections 7 or 13.6. 

• as mentioned in clause 13.4(b), by KEBS 

11.3 Effect of Expiration or Termination 

Upon the effective date of expiration or termination of the Agreement: 

• Customer’s right to use the KEBS Cloud Service and all KEBS Confidential Information will end,  

• Confidential Information of the disclosing party will be returned or destroyed as required/requested by the disclosing party at the time of expiry. 

11.4 Survival  

Sections 7, 8, 10, 11, 12 and 13 will survive the expiration or termination of the Agreement.  

This agreement shall be governed and determined in accordance with the laws of India. The Parties agree, in respect of all matters arising out of this EULA Agreement, to the exclusive jurisdiction of the courts of Chennai, India. 

13.1 Severability 

If any provision(s) of the Agreement becomes or is held to be invalid or unenforceable for any reason including but not limited to change in legislation, court order, impossibility due to circumstances beyond the control of the parties, etc., such invalidity or unenforceability will not affect the other provisions of the Agreement, which will continue to be binding on the parties herein. 

No Waiver A waiver of any breach of the Agreement is not deemed to be a waiver of any other breach than for which the waiver has been specifically provided. 

13.2 No Waiver 

A waiver of any breach of the Agreement is not deemed to be a waiver of any other breach than for which the waiver has been specifically provided. 

13.3 Electronic Signature 

Electronic signatures that comply with the applicable laws are deemed to be original signatures for the purpose of this Agreement. 

13.4 Regulatory Matters 

• KEBS does not assume any responsibility or liability: 

1. for any delay caused in the delivery and/or granting of access to any or all KEBS Confidential Information or parts thereof if caused by delay in obtaining export or import authorizations or both, having to be obtained from the competent authorities, not being delay caused by KEBS; 
2. if any required authorization, approval or other consent for the delivery of and/or granting of access to any or all KEBS Confidential Information or parts thereof cannot be obtained from the competent authorities for reasons beyond the control of KEBS; 
3. if the delivery of and/or granting of access to any or all KEBS Confidential Information or parts thereof is prevented due to applicable Export Laws; and 
4. if access to the KEBS Cloud Service, or other services have to be limited, suspended or terminated due to applicable Export Law. 

• KEBS may terminate this Agreement with thirty days prior written notice to Customer if KEBS may not deliver or grant access to the KEBS Confidential Information to Customer due to any of the above mentioned embargo, trade sanction or other comparable restrictive measures, which are expected to be in place for six months or longer. 

13.5 Notices 

All notices exchanged between the parties to this Agreement shall be given in writing and delivered to the address set forth in this EULA Agreement with copy to the legal department by Registered Post. Notices by KEBS relating to the operation or support of the KEBS Cloud Service alone may be in the form of an electronic notice to Customer’s authorized representative or administrator as identified in this Agreement. 

13.6 Assignment 

Without KEBS’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party.  

13.7 Relationship of the Parties 

The parties are independent contractors and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by this Agreement. 

13.8 Force Majeure 

Any delay in performance caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance. 

13.9 Arbitration 

Any dispute arising out of the terms of this Agreement shall be resolved by the parties by Arbitration conducted by a Sole Arbitrator to be appointed mutually by both parties. The Arbitrators can however seek expert opinion and the cost for the same can be shared equally by both parties until one of them succeeds. Thereafter the succeeding party shall be entitled to get reimbursement. The Arbitration proceedings shall take place in Chennai in English language and the courts of Chennai shall have exclusive jurisdiction over the disputes raised in this regard. The provisions of this section shall survive termination of this Agreement. 

13.10 Entire Agreement 

The Agreement constitutes the complete and exclusive statement of the agreement between KEBS and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties.  The Agreement will prevail over terms and conditions of any Customer-issued purchase order unless specifically stated otherwise in the purchase order which is accepted by KEBS. 

“Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained. 

“Agreement” means this KEBS End User License Agreement (EULA). 

“Authorized User” means any individual to whom Customer grants access authorization to use the KEBS Cloud Service that is an employee, agent, contractor or representative of  

1. Customer, 
2. Customer’s Affiliates, and/or 
3. Customer’s and Customer’s Affiliates’ 

“Materials” mean any materials provided or developed by KEBS in the course of performance under the Agreement, including in the delivery of any support or Services to Customer. Materials do not include the Customer Data, Customer Confidential Information. 

“Confidential Information” means 

• with respect to Customer: (i) the Customer Data, (ii) Customer marketing and business requirements, (iii) Customer implementation plans, and/or (iv) Customer financial information, and 
• with respect to KEBS: (i) the KEBSCloud Service, Documentation, Materials (ii) information regarding KEBS research and development, product offerings, pricing and availability. 
• Confidential Information of either KEBS or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. 

“Customer Data” means any content, materials, data and information that Authorized Users enter into the KEBSCloud Service or that Customer derives from its use of and stores in the KEBSCloud Service (e.g. Customer-specific reports).  

“Documentation” means KEBS’s then-current technical and functional documentation as well as any roles and responsibilities descriptions, if applicable, for the KEBSCloud Service which is made available to Customer. 

“Subscription Term” means the term of the KEBSCloud Service subscription. 

“Customer” is defined in the KEBS EULA Acceptance Form. 

“KEBS” is defined in the KEBS EULA Acceptance Form.