Redzone Production System

“Intellectual Property Rights” means all copyright, patent or invention, trademark, trade secret, know-how, proprietary, or other intellectual property or similar rights of any kind (whether or not eligible for registration) in any part of the world

“Location” means each of the physical locations where Redzone will provide, and Customer is authorized to use, the Services as specified in the Order Form

“Professional Services” means those services provided by Redzone which are not Software Services, and which are provided to Customer as deliverables separate from Customer’s access and use of the Software Services, including set-up, preparation, implementation, and/or coaching services

“Software Services” means the cloud-based software services provided by Redzone to Customer on a subscription basis, including the applicable features, functionality, hosting, and support thereof, together with any updates, improvements, new releases, or enhancements thereto as may be offered by Redzone from time-to-time
“Software Services” does not include any Professional Services or Third-Party Services (as defined below)

“Services” means the collective Software Services, Professional Services, and any other services that Redzone provides to Customer pursuant to this Agreement

“Third-Party Services” means products or services developed or provided by third parties that may interoperate with the Software Services

“Usage Data” means data generated from use of the Services in an anonymized and/or de-identified format such that Customer and individual Users cannot be identified, which may be derived from Customer’s use of the Software Services

“User(s)” means each and all Customer employees and contractors who are designated and granted access to the Services by or on behalf of Customer

Start Date
Software Services and coaching Professional Services will begin at each Location on the date set forth in the applicable Order Form (each a “Services Start Date”)
Implementation Professional Services will begin promptly after the Order Form effective date and prior to the Services Start Date
The Services Start Date associated with Customer’s earliest Software Services subscription is referred to as a Customer’s “Subscription Start Date
”
Term, Renewal
Customer’s Software Services subscription will begin on the Subscription Start Date and will continue for a period of one (1) year from the Subscription Start Date (the “Initial Term”)
Upon expiration of the Initial Term, Customer’s then-current subscription(s) to all Software Services will automatically renew for successive terms of equal length as set forth in the Initial Order Form (each  “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party notifies the other in writing of its intent to not renew Customer’s subscription at least forty-five (45) days prior to the expiration of the then-current Initial Term or Renewal Term
This MSA will remain in effect until all Services provided to Customer have expired or are terminated in accordance with this Agreement

Co-Terming Added Software Services
Customer may purchase additional Software Services as offered by Redzone during the Term
Customer’s annual subscription to any additional Software Services having a Services Start Date after the Subscription Start Date will continue coterminous with the Term
Customer may not cancel its subscription to any individual Software Services until the end of the then-current Term and by providing Redzone with at least 45 days prior written notice of non-renewal of those Software Services as stated above

Access and Use
During the Term, Redzone grants to Customer the non-exclusive, non-transferable right to permit Users at each Location to: (a) access and use the Software Services detailed in the applicable Order Form; and (b) use, display, and make an unlimited number of copies of the materials or instructional documentation about the use of the Software Services as is made available to Customer by Redzone (whether in print, electronic, or online media) (“Documentation”)

Third-Party Services
Customer acknowledges and agrees that any Third-Party Services purchased by Customer through Redzone are subject to the Third-Party Service provider’s terms applicable to Customer and that Redzone disclaims all responsibilities, support, obligations, and liabilities relating to Third-Party Services

Functionality Updates
Redzone may update and otherwise modify the features and functionality of the Services from time to time, provided that any such modification does not materially diminish the features and functionality of the Services provided to Customer during the Term

Modules
Redzone may offer its Services in separate plans or “Modules,” each of which consists of distinct Software Services and/or Professional Services for purchase by Customer as designated in the Order Form

Service Levels, Hosting, and Support
In connection with the provision of the Software Services, Redzone will host, maintain, and support the Software Services in accordance with Redzone’s Service Level Agreement available at https://rzsoftware
com/sla-and-support-plan
Purchasing
In connection with or in addition to the Software Services, Customer may purchase certain Professional Services offered by Redzone during the Term
The deliverables and terms of any Professional Services will be set forth in the applicable Order Form and/or Schedules thereto

Expense Reimbursement
Customer’s reimbursement of travel and other expenses incurred in connection with Redzone’s performance of Professional Services will be subject to Redzone’s Expense Reimbursement Policy, available at https://rzsoftware
com/expense-reimbursement-policy
Compliance with Customer Policies
Redzone will direct all Redzone personnel to fully comply with any of Customer’s policies and procedures disclosed to Redzone regarding on-site safety while performing Professional Services at Customer’s Locations

Subscription Fees
Customer will pay the subscription fees due for Software Services (“Subscription Fees”) in one lump sum on the date set forth in the applicable Order Form (or, if no date is set forth, then on the Subscription Start Date or Services Start Date, as applicable) and thereafter on each anniversary of the Subscription Start Date

Prorated Subscription Fees
Subscription Fees for any Software Services having a Services Start Date after the Subscription Start Date will be prorated commensurate with the period from the applicable Services Start Date to the next anniversary of the Subscription Start Date thereafter

Professional Services
Customer will pay the fees for all Professional Services (“Professional Fees”) in full and in one lump sum as set forth in the Order Form

Third-Party Services Fees
Fees for any Third-Party Services purchased through Redzone on an annual subscription basis will be added as part of the Subscription Fees under this Agreement

Payment Terms
Redzone will invoice Customer for payment for the Services purchased by Customer
Except as may otherwise be provided for by this Agreement, Order Forms are non-cancellable and all Subscription Fees, Professional Fees, and any other fees due to Redzone under this Agreement (each and together, “Fees”) are non-refundable
All Fees are due and payable in full in one lump sum as set forth in this Agreement
Interest will accrue on any past due Fees at the rate of the lesser of 1
5% per month or the maximum amount allowed by applicable law until such Fees are paid in full
Redzone reserves the right to submit any unpaid Fees owed by Customer to outside collections and, if so submitted, Customer will be responsible for all reasonable attorney’s fees and costs incurred in connection with Redzone’s collection efforts for unpaid Fees

Taxes
Unless otherwise stated in the applicable Order Form, all Fees are exclusive of taxes, and Customer is solely responsible for paying all applicable sales, value-added, use and/or any similar taxes imposed by applicable with respect to the Services or Third-Party Services

Subscription Fees Increase
Redzone may increase the annual Subscription Fees as of the then-next anniversary of Customer’s Subscription Start Date, by an amount not to exceed six percent (6%) more than Customer’s immediately preceding annual Subscription Fees, by providing Customer with written notice at least sixty (60) days prior to the Subscription Start Date anniversary when the increase will take effect

Ownership of Services
Redzone (or its licensors) exclusively owns and retains ownership of all Services (and all components thereof), Documentation, and all right, title, and interest therein, including all Intellectual Property Rights

Customer Data
Customer exclusively owns and retains ownership of all Customer Data and all right, title, and interest therein, including all Intellectual Property Rights
Customer grants to Redzone a non-exclusive, worldwide, royalty-free, sublicensable license to use, modify, copy, store, transmit, create derivate works of, and display Customer Data solely to the extent reasonably necessary to provide the Services to Customer
Customer is solely responsible for the accuracy, quality, and legality of all Customer Data and any consents required to process Customer Data in connection with use of the Redzone Software Services

Usage Data
Redzone may use and aggregate Usage Data solely for Redzone’s own internal business purposes or as may be required by law