THIS MASTER AGREEMENT (“AGREEMENT
”) GOVERNS CUSTOMER’S ACQUISITION AND USE OF THE PRODUCTS AND SERVICES PROVIDED BY PMR, INC. (d/b/a XTRA), A DELAWARE CORPORATION WITH A PRINCIPAL BUSINESS LOCATION AT 115 W 18th ST, NEW YORK, NY 1001 (“XTRA
”). CUSTOMER ACCEPTS THIS AGREEMENT BY (1) EXECUTING AN SOW THAT REFERENCES THIS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, OR (2) ACCESSING THE XTRA PLATFORM TO USE THE PRODUCTS AND SERVICES (“EFFECTIVE DATE
”). IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF ANOTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER
” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THIS AGREEMENT, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS AND SERVICES.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. Capitalized terms not otherwise defined in the first instance of their use shall have the meanings ascribed to them in this Section 1.
” means any entity which directly or indirectly controls, is controlled by, or is under common control with the applicable entity. For purposes of this definition, “control” means, direct or indirect, ownership or control of more than fifty percent (50%) of the applicable entity.
” means all data or information submitted, posted or created by or on behalf of Customer or Users in the course of using the Products and/or Services, including Personal Data.
“Data Protection Laws”
mean all applicable privacy, data protection or similar laws and regulations anywhere in the world, as the same may be amended from time to time, including to the extent applicable to this Agreement: (i) the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., as amended (“CCPA
”); and (ii) the EU General Data Protection Regulation ( “GDPR”
) (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016), and any applicable implementing legislation or any amendment thereto.
” means the website located at https://xtravision.ai/
(or any successor or affiliated website XTRA designates), and any mobile applications and other online platforms operated by XTRA and through which the Products and Services may be made available to Customer.
” means Customer Data that is aggregated, de-identified and/or compiled on a generic basis.
” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
” means the online, web-based application provided by XTRA via the XTRA Platform or other designated application service providers as described on the XTRA Platform and licensed in accordance with the applicable SOW.
” means services provided by XTRA or XTRA’s third party affiliates as described on the XTRA Platform and in accordance with the applicable SOW.
“Statement of Work”
” means an ordering document for Customer’s purchases of Products and/or Services from XTRA that is executed by the parties and references this Agreement.
” means the XTRA terms and conditions, as amended from time to time, regulating the use of the XTRA Platform by each person accessing the same, currently available at https://www.xtravision.ai/masteragreement/
” means individuals who are authorized or solicited by Customer to use the Products and Services pursuant to this Agreement, and who have been supplied user identifications and passwords by Customer or by XTRA. Users may include but are not limited to clients, employees, consultants, contractors and agents of Customer and its Affiliates.