Capitalised terms in the Agreement have the following meanings:
“Addendum” shall mean all current and subsequent attachments to this Agreement titled, “Addendum (number),” signed by both parties containing such additional information and obligations for, or referred to in, this Agreement. All Addendums are hereby incorporated into the Agreement as if fully stated therein.
“Add-On Services” means an arrangement under which Bubble charges additional fees for optional Software Services or Professional Services that are non-standard or not covered by existing Statements of Work. In all cases, optional Add-On Services have their own Pricing Sheet(s), or SoW(s), agreed by Bubble and Customer, in advance of additional services being invoiced or commencing.
– Optional Add-On Software Services are determined by; a fixed pricing sheet (according to Bubble standard Optional Software add-ons Services Catalog), an agreed Change Order, or an applicable Add-On Software Statement of Work (SoW).
– Optional Add-On Professional Services are determined by a fixed/costed Professional Services Statement of Work (SoW), or by the amount of Bubble personnel time and materials used in providing the Professional services, plus reimbursable expenses, rather than by the results achieved. In both cases, optional Professional Services may be billed by the Person-hour, the Person-day, or any other unit agreed upon by Bubble and Customer. Where Professional Services are agreed to be of a speculative or undefined nature, the Customer bears the risk of cost overruns and delays on work agreed to be performed on a Time and Materials Basis.
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party to this Agreement. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of an entity: (a) through ownership of fifty percent (50%) or more of the voting or equity securities of such entity; or (b) pursuant to an agreement with other shareholders or members. Customer’s rights in this Agreement related to an Affiliate will continue only for so long as such affiliation continues to exist.
“Agreement” means this Cloud Software Service Master Agreement and any exhibits or attachments hereto.
“Applicable Laws” means (a) any law and any legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body and any legally binding industry code of conduct or guideline, in each case; and (b) any non-binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body and any non-binding industry code of conduct or guideline, which, in each case, relates to this Agreement and/or the Cloud Software Service and/or the activities which are comprised in all or some of the Cloud Software Service or the use or application of the output from the Cloud Software Services.
“Best Industry Practice” means the exercise of reasonable skill, care, prudence, efficiency, foresight, and timelines that would be expected from a reasonably and suitably skilled, trained and experienced person performing the same or similar services.
“Bubble®” is a registered company trademark owned and managed by Bubble ltd.
“Bubble PPM™” is a trademarked name for the Bubble® Project and Portfolio Management Software provided via this Cloud Software Service.
“Change” means any change, modification, or enhancement to a Statement of Work.
“Change Order” means a written document that describes costed changes/extensions to a Statement of Work that is signed/sanctioned by both parties before Change work commences.
“Cloud Software Service(s)/Software Service(s)” means the online web-based Software as described and designated in the applicable Statement(s) of Work (SoW), Exhibit(s), Change Order(s), or Pricing Sheet(s), provided by Bubble hereunder. Bubble shall host the Software Service(s) and may update the content, functionality and user interface thereof with Error Corrections, Improvements and other modifications from time to time at its discretion.
“Cloud Software Service Availability Target” means the provision of availability to the Cloud Software Service by Bubble in accordance with the targets described in the applicable Exhibit (Bubble Ltd Service Level Agreement – SLA).
“Competitor” means any entity that may be reasonably construed as offering competitive functionality or services to those offered by Bubble. If the parties cannot agree on whether an entity is a Competitor, then the opinion of three (3) industry analysts with adequate knowledge of the portfolio management (chosen by mutual agreement of the parties) commissioned at Bubble’s expense, shall make such determination.
“Configuration and Deployment” means the set of activities defined in the applicable Statement(s) of Work (SoW), Change Order(s), or Pricing Sheet(s) leading to the delivery of the associated Cloud Software Service(s) and applicable User License/Subscription fees.
“Consultants” are users from a 3rd Party Organization who are working for, or collaborating, with the customer and who are working under the customer’s authority.
“Customer Data” means all pre-existing or electronic data or information submitted by Customer to the Cloud Software Service.
“Customer Suggestions” means suggestions, ideas, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation or functionality of the Cloud Software Service(s), excluding Customer Data and Confidential Information.
“Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
“Data Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller.
“Data Protection Legislation” means (i) the GDPR as defined below and the e-Privacy Directive (2002/58/EC); (ii) any laws and/or regulations implementing the above legislation which are applicable to the Services; (iii) all other applicable laws and regulations relating to the Processing of Personal Data and privacy; and (iv) the guidance and codes of practice issued by a relevant regulator.
“Data Subject” means the Identified or Identifiable Natural Person to whom Personally Identifiable Data (PID) relates.
“Documentation” means the online Knowledge Base and/or associated digital assets for the Cloud Software Service(s), as updated from time to time, that describe the functions, operation, and use of the Cloud Software Service, and that Bubble makes generally available to subscribers of the Cloud Software Service.
“Error” means any material error or defect in the Cloud Software Service that causes it not to conform in material respects to the Documentation.
“Error Corrections” means modifications that correct Errors.
“Exhibit” means supplementary documents that contain details relevant to this Master Service Agreement
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the European Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
“Improvements” means enhancements, extensions, modifications, and new releases to the Cloud Software Service (other than Error Corrections) that Bubble elects to incorporate into and make a part of the Cloud Software Service, and for which Bubble does not charge an additional fee.
“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto (whether or not any of the above are registered) and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of actions).
“Kick-Off Date” means the mutually agreed date when Bubble/Customer commence Configuration and Deployment activity of Software Services.
“Liability” means all liabilities, losses, demands, claims, damages, amounts agreed upon in settlement, costs and expenses (including all legal and other professional fees, expenses and disbursements).
“Person-day/hour” means the services of one person full-time for one eight (8) hour workday/for one (1) full hour.
“Personally Identifiable Data” “(PID)” means data that (i) directly identifies an individual Data Subject (e.g., name, email address, etc.) or (ii) by which an agency intends to identify specific individual(s) in conjunction with other data elements.
“Pricing Sheet” means a description of services where the level of required information to make an informed decision on the purchase is deemed insufficient to require a full Change Order or Statement of Work (SoW).
“Professional Services” means the person led or technical services described in one or more Statement(s) of Work or Change Order(s) attached to and incorporated into this Master Agreement.
“Service Levels” means support level standards and system availability commitments set out in the applicable Service Level Agreement (SLA)
“Software” means computer programs in machine-readable object code form set forth on the applicable Statement(s) of Work to which access is provided as part of the Cloud Software Service(s).
“Single Sign-On” or “SSO” means authorised user access via a customer defined 3rd party identity provisioning platform.
“Statement of Work” or “SoW” means any Statement of Work, or pricing sheet, for purchases of Cloud Software Services or Professional Services agreed to between the parties in writing from time to time, that are executed hereunder and deemed incorporated into this Agreement from time to time and that specify, among other things and as appropriate, the services to be provided, the number of Subscriptions ordered, the Subscription term, the scope of work, and the applicable fees.
“Support Services” means Bubble’s standard support services for the Cloud Software Service as set out in the associated SoW.
“Users” means Customer’s employees, Consultants, and contractors (provided they are not direct Competitors of Bubble) who are authorized by Customer to use the Cloud Software Service(s) and have been supplied user identifications and passwords/access via SSO, by Customer (or by Bubble at Customer’s request).
“User Licenses/Subscriptions” means the recurring fees paid by Customer for Users to access the applicable Software Service(s).
“Work Product” means works of authorship (other than Software) that Bubble delivers to Customer in the course of providing Professional services. Work Products may be created during performance of the Professional Services or otherwise (such as those that pre-exist provision of the Professional Services). Examples include tangible deliverables, interface and other customized code, specialized or tailored training curriculum and course materials, custom reports, logic, and design.