Unless otherwise expressly defined among the following definitions (the “Definitions”), the capitalized terms used herein have the meaning assigned to them in Terms and Conditions, with sections set forth below if applicable.
“AAA” means the American Arbitration Association.
“Activation Term” has the meaning set forth in the applicable Order Form.
“Action” means a third-party claim, suit, action or proceeding.
“Agreement” has the meaning set forth in the Preamble.
“API” means application programming interface.
“Confidential Information” means nonpublic, confidential or proprietary information relating to the Disclosing Party’s business.
“Customer” has the meaning set forth in the Preamble.
“Customer Data” means all information and data and other content that is collected or otherwise received by Nautilus from Customer through the Services during the Term, including, without limitation, raw navigational and sensor data generated on Customer Ships.
“Customer Information Technology Infrastructure” means hardware, software, updates or updated versions of software, Internet and telephone connection and all other information technology infrastructures necessary to connect to, access or otherwise use the Services.
“Customer Intellectual Property” means, collectively, all Customer Materials and all Customer Data.
“Customer Materials” means all information and data and other content provided by Customer to Nautilus during the Term to enable the provision of the Services.
“Customer Ships” has the meaning set forth in the applicable Order Form.
“Delivery Location” means the addresses for delivery, performance, and installation of Products.
“Disclosing Party” has the meaning set forth in Section 5 (Confidential Information).
“Dispute” means any disputes arising out of or related to the Agreement.
“Effective Date” has the meaning set forth in the Preamble.
“Feedback” means any and all comments, questions, ideas, suggestions, or the like disclosed or created by Customer or any of its Representatives related to the Services or the Nautilus Intellectual Property.
“Fees” means fees described in any Order Form for the applicable Services.
“Force Majeure” means events beyond the reasonable control of Nautilus, including, without limitation, acts of God, acts of government, acts of nature, strikes or riots, satellite, broadband or network connectivity issues, interruptions or failures, as well as improper performance by Nautilus’s suppliers or defects in objects, materials or software of third parties.
“Initial Term” has the meaning set forth in Section 7(a) (Term).
“Laws” means applicable laws, statutes, orders, regulations or other governmental rules or requirements.
“Losses” means losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including, without limitation, reasonable attorneys’ fees and the costs of enforcing any right to indemnification under the Agreement.
“Nautilus” has the meaning set forth in the Preamble.
“Nautilus Intellectual Property” means: (a) the software applications used by Nautilus to provide the Services (including any software applications that may be incorporated, embedded or otherwise provided by Nautilus for use in connection with any hardware or equipment that may be provided by Nautilus), including, without limitation, all updates, revisions, derivatives, improvements and modifications thereto; (b) the hardware, software, databases, networks, cloud or other hosted solutions, or other information technology infrastructure used by or on behalf of Nautilus in performing the Services; and (c) any other technology, data (whether encrypted or unencrypted), inventions, reports, documents, manuals, instructions or other materials or deliverables that Nautilus creates, develops, derives from, provides or uses in connection with the Services and any other information or materials that otherwise comprise or relate to the Services.
“Order Documents” has the meaning set forth in the Preamble.
“Order Form” has the meaning set forth in the Preamble.
“Pilot Term” has the meaning set forth in the applicable Order Form.
“Preamble” means the preamble of the Terms and Conditions.
“Products” means Nautilus hardware or equipment.
“Recipient” has the meaning set forth in Section 5 (Confidential Information).
“Renewal Term” has the meaning set forth in Section 7(a) (Term).
“Representatives” means a party’s employees, officers, directors, agents, independent contractors, service providers or subcontractors.
“Resultant Data” has the meaning set forth in Section 4(b) (Customer Intellectual Property).
“Services” has the meaning set forth in the Preamble.
“Shipping Fees” means shipping and delivery charges, insurance costs and any and all charges and fees associated with international shipments and deliveries (to the extent applicable), including tariffs, import duties and customs fees.
“SOW” means a statement of work for Nautilus’s professional services that references these Terms and Conditions and is in the form attached to an applicable Order Form.
“Term” has the meaning set forth in Section 7(a) (Term).
“Terms and Conditions” has the meaning set forth in the Preamble.