Effective starting: September 1, 2014
This is a supplement to the Datylon Customer Agreement (the “Agreement”) and is included in the Agreement. Any capitalized terms used but not defined below have the meanings in the Agreement. The purpose of this supplement is to allow your customers to be Authorized Users, subject to the terms below.
- If you designate any of your customers as Authorized Users, you will be responsible for their use of the Software or Hosted Services as you would be for any other Authorized User. Accordingly, you must enter into valid, binding agreements with your customers that require them to comply with the applicable terms of the Agreement (including this supplement), including any conditions or restrictions with respect to use of, or access to, the Software or Hosted Services.
- For the avoidance of doubt, allowing your customers to be Authorized Users does not mean that you may distribute, resell, or OEM any Software or Hosted Services, or make the products available to your customers on a standalone basis. Rather, it means only that your customers may access your instance of the Software or Hosted Services in order to support their use of your own products and services that are unrelated to the Software or Hosted Services (“Your Products”).
- Examples include:
3.1 Your customer accessing your Datylon instance to view content based on Datylon templates that you have published in your Datylon instance and that are rendered with data that you, your customer or a third party provides;
3.2 You using your Datylon instance as a customer-facing extranet for communicating data-driven information about Your Products;
3.3 Your customers accessing your Datylon instance to provide you with data-driven customer feedback on the use or development of Your Products.
- You may not charge your customers for any use of the Software or Hosted Service itself, but may charge your customers as part of an overall program that includes access to your instance of the Software or Hosted Service. An example would be charging your customers for Your Product, where Your Product is a paid service offering that includes, as a minor component, access to your Datylon instance to get data-driven updates related to your service offering.
- As an Authorized User, your customers may interact with the Software or Hosted Service but may not receive any administrator, configuration or similar access to the Product. For example, your customers may post data or publish Datylon templates, but you may not permit any of your customers to administer project and global site level configurations, nor to use your Datylon instance for any of their own needs or requirements which have no correlation with the service or product you offer them.
- Datylon will not have any direct or indirect liability or obligation to any of your customers. For the avoidance of doubt, your customers are not parties to, or third party beneficiaries under, the Agreement.
- You will defend, indemnify and hold harmless Datylon from and against any loss, cost, liability or damage, including attorneys’ fees, for which Datylon becomes liable arising from or relating to any claim brought against us by your customers arising out of their use of the Software or Hosted Services through you.