Legal

Glossary

  Administrator. Any person so designated by Member or Covisint in a notice to the other party.

 Aggregated Data. Data collected, retained, stored or accumulated through use of the Exchange regarding no fewer than two (2) Members, in a form from which no Member, no Member Content and no specific transaction can reasonably be identified or segregated.

Authorized User. Any person or automated process or system to whom/which Member's Administrator issues a Password and User ID, from the time of such issuance until Administrator notifies Covisint that such Password and User ID are no longer valid.

Client-Side Software. Software intended to be operated on Member computers to facilitate Member's access to the Exchange and Services.

Confidential Information. In the case of Member, Member Confidential Information, and in the case of Covisint, Covisint Confidential Information, in each case except to the extent such information (i) is or becomes publicly known other than through a breach of this Product Agreement; (ii) is known to the recipient prior to disclosure; (iii) is after the date hereof lawfully obtained by the recipient from a third party that is not under any obligation of confidentiality to the discloser; or (iv) is independently developed by the recipient by personnel who did not have access to the corresponding Confidential Information.

Content. Any content or other material a Member supplies, posts or otherwise makes available via or through the Exchange.

Covisint Confidential Information. (i) all content, data and information on the Exchange made available to Member excluding: (A) the public portion of the Covisint Site that is accessible without any Password and User ID; and (B) Member Content; (ii) all information and related data regarding transactions on the Exchange other than transactions involving Member; (iii) all technology (including software and documentation) made available by the Covisint Group for use by Member in its activities on the Exchange; (iv) all business, technical, operational, financial or other information of Covisint, including, without limitation, training materials or process flows, user documentation, and the identity of Covisint Suppliers; (v) all Covisint Intellectual Property; (vi) Content of other Members; (vii) all information and materials of suppliers or contractors of Covisint provided other than through the Exchange but pursuant to Services acquired by Member; (viii) pricing information relating to the Services; (ix) all Passwords and User IDs, except those of Member's Authorized Users; and (x) all information that meets any of the foregoing requirements and which was disclosed to Member prior to the effective date hereof.

Covisint. Compuware Corporation.

Covisint Group. Covisint, its affiliates, subsidiaries, agents, Suppliers and their respective employees, contractors, directors, officers and shareholders.

Covisint Intellectual Property. (a) the registered and unregistered trademarks and service marks of Covisint; (b);all Covisint copyrights, trade secrets, patents and proprietary information; (c) software, hardware, technology, implementation tools, documentation, text, typefaces, graphics, logos, button icons, images, audio clips, designs, illustrations, configurations, displays, screens, concepts, and other materials and information appearing on, displayed in connection with, embodied in or contained within the Exchange, or as may be provided by the Covisint Group; (d) the Software and documentation; (e) except as otherwise provided in a Product Agreement or Professional Services Agreement, any improvements, modifications, enhancements or derivative works to, of or from the Member Content created by or on behalf of Covisint; (f) Aggregated Data; (g) Covisint Confidential Information; and (h) any and all Member feedback, evaluation results, reports of errors, problems or defects and suggestions related to the Exchange or the Services.

Designated User. A person designated by Member in a notice to Covisint as authorized to execute Product Agreements, any amendments to the contracts between Covisint and Member and any new agreements. Until such further designation is made by Member, Designated User means the individual who signed the Application Form on behalf of Member. A Designated User also could include an officer of Member's company or other person able to legally bind the company.

Exchange. The Covisint Exchange located at www.covisint.com or any successor location designated by Covisint, and all related Services

Force Majeure Event. As to either party, any event beyond such party's reasonable control.

Help Desk Support Services. The technical support services provided by Covisint to Member with respect to the Services pursuant to a Product Agreement.

Implementation Services. Initial set-up, installation and integration services performed by Covisint with respect to the Services or Software.

Intellectual Property. All intellectual property of any kind and includes without limitation, in the case of Covisint, Covisint Intellectual Property, and in the case of Member, Member Intellectual Property.

Intellectual Property Rights. All patent rights (including applications, reissues, divisions, continuations and extensions thereof), copyrights, trademark rights, trade secret rights, and all other intellectual property or proprietary rights.

Losses. All claims, losses, expenses, damages, liabilities, judgments, costs and expenses (including without limitation reasonable attorneys' fees and court costs).

Member. Legal entity which has agreed to access the Exchange in accordance with the terms and conditions of a Services and Fees Schedule and/or applicable product agreement.

Marked. As to any information or materials, marked or otherwise identified as confidential or proprietary.

Member Confidential Information. (i) all Member Content, Member Transactional Data and all Authorized User Passwords and User IDs, and (ii) any Marked materials, documentation or other information provided to Covisint by Member other than through the Exchange but pursuant to Services acquired by Member.

Member Intellectual Property. Member Content, Member Transactional Data and Member Confidential Information.

Objectionable. As to any information in any medium or format, including without limitation text, data, graphics, audio or video, content (or use of the content) that: (a) is defamatory, unlawful, or plagiarized; (b) a reasonable person would consider harassing, abusive, threatening, obscene, hate speech, or racially or ethnically offensive; (c) constitutes a breach of any person's privacy or publicity rights; (d) violates any statute, regulation or ordinance; or (e) promotes software or services that deliver unsolicited mail.

Password and User ID. A Member or Authorized User's unique password and unique user identification.

Services. Any services provided by Covisint, whether directly or indirectly through Suppliers, relating to or in support of the Exchange, including services performed by Covisint Group pursuant to a Professional Services Product Agreement, if applicable.

Software. Any computer software and/or implementation tools made available by Covisint (including Third Party Software and Client-Side Software) as part of the Exchange or the Services.

Suppliers. Any suppliers, vendors, contractors, licensors or service providers of Covisint.

Third Party Software. Software provided by Suppliers, licensed by Covisint and made available to Member through the Exchange or the Services.

Transactional Data. Any information or data comprising transactions on the Exchange, but excluding any Member Content.

Unavailability. A period commencing at the time of a Member-reported and Covisint-verified unsuccessful attempt to access any Service and ending when such Service is next made available to Member, provided that Unavailability excludes any such periods arising due to scheduled maintenance, Force Majeure Events and any problem or interruption (including without limitation, connectivity or infrastructure problems/interruptions) occurring or originating beyond Covisint's "point of presence" routers.