Adobe Analytics + Dynamics Integration Terms of Service
Updated: August 6, 2019
PLEASE READ THE AA+Dynamics INTEGRATION TERMS OF SERVICE CAREFULLY BEFORE ACCESSING AND USING THE SERVICE.
These TERMS OF SERVICE (the “Terms”) form a legally binding contract between the Customer (“Licensee” or “You” or “Customer”) and Stoke Analytics LLC (“Stoke”).  Stoke provides the Integration (as defined below) to the Customer subject to and conditioned upon the Terms outlined below.
Stoke wishes to provide access to its Stoke AA+Dynamics Integration software-as-a-service and provide certain associated professional services to Licensee and Licensee wishes to be granted such access and services.
BY ACCESSING AND USING THE INTEGRATION IN ANY WAY, THE CUSTOMER AND ITS USERS AGREE TO BE BOUND BY THE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS, DO NOT ACCESS AND USE THE INTEGRATION.
A. Definitions
The following definitions apply in the Terms:
a) “AA+Dynamics Integration” means Dynamics and Adobe Analytics data available through the INTEGRATION that originates from the Customer.
b) “Confidential Information” means all information of a confidential nature relating, directly or indirectly, to the Customer or any of each such party’s respective subsidiaries or their respective assets or operations that is provided to the other party hereto, including without limitation, the Terms.
c) “Customer” means any entity or user which accesses, views, or manages the INTEGRATION.
d) “Documentation” means all written and verbal materials provided to the Customer to assist the Customer in the Customer’s use of and access to the Customer’s INTEGRATIONS, whether provided electronically or in physical format.
e) “INTEGRATION” means the online data stitching environment that is dedicated to the Licensee and that assists the Licensee to manage the data, basic user policy management, analytics, and access rights.
f) “Authorized User” or “Author” means a party that the Customer has authorized and paid for the right to access and use the INTEGRATION and who views, uses, contributes to any of The Customer’s content accessible via the INTEGRATION, through use of the Customer’s INTEGRATION.
B. Grant of License
License.
a) By entering into a statement of work (SOW) with Stoke, we hereby grant to the customer outlined in the SOW a nonexclusive, limited, license to use, execute and access the INTEGRATION for the Customer’s business purposes. The Customer and its Authorized Users may access and use the INTEGRATION from any location and on any equipment, as set out in the Documentation.
License Restrictions.
a) The Customer agrees not to (i) modify, adapt, do harm, misuse, nor hack the INTEGRATION or (ii) modify another website so as to falsely imply that it is associated with Stoke, or any other of Stoke’s sites or services.
c) The Customer agrees that it shall not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages. The Customer also agrees that it and its Authorized Users shall not knowingly transmit any worms or viruses or any code of a destructive nature to or over the INTEGRATION.
d) Stoke prohibits the use of the INTEGRATION for any illegal or unauthorized purpose. Licensee and its Authorized Users agree that, in using the INTEGRATION, they will not violate any laws in any applicable jurisdiction (including but not limited to criminal, tort, intellectual property or privacy laws), or violate or breach any third-party rights (including but not limited to proprietary, contractual or privacy rights) or any confidentiality obligations Licensee or its Authorized Users may bear.
The parties hereto further acknowledge and agree that:
a) The Terms sets out the terms and rules of the Customer and Authorized Users accessing and using the INTEGRATION.
b) Any new features that augment or enhance the current INTEGRATION, including the release of new tools, applications and resources, shall be subject to the Terms. Continued use of the INTEGRATION after any such changes shall constitute the Customer’s consent to such changes.  If any new tools, applications or resources are subject to an additional fee, such fee will not be charged to the Customer without the Customer’s written agreement.
c) We reserve the right to amend or modify the terms and conditions of the Terms in any manner upon providing the Customer ninety (90) days’ prior notice. Continued use of the INTEGRATION after any such changes shall constitute the Customer’s consent to such changes.
C. Authorized Users
The Customer shall acknowledge that:
a) All Authorized Users of the INTEGRATION must be 18 years old or older.
b) The Customer and each of its Authorized Users are respectively and solely responsible for maintaining the security of their respective INTEGRATION account and password(s) in their possession or control. The Customer agrees that Stoke cannot and shall not be liable for any loss or damage from the Customer’s or the Customer’s Authorized Users’ failure to comply with these security obligations.
D. Fees and Payments
For access to the INTEGRATION, we shall invoice the Customer as per the SOW with the fees outlined being due and payable as per the terms of the SOW. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.  Customer shall be responsible for all taxes associated with the license and services other than taxes based on Stoke’s net income.
Fees for Professional Services shall be outlined in the SOW.
If Stoke does not receive payment when due for any reason, this may result in the immediate suspension or termination of the Customer’s Stoke Platform License (INTEGRATION) and access to the INTEGRATION. If any late payment is not made within 15 days following written demand therefor, we may terminate the Terms, any associated SOWs and/or the associated INTEGRATION(s).
All INTEGRATION fees and charges are exclusive of all sales taxes, levies, or duties associated with the Customer’s use of the INTEGRATION imposed by applicable taxing authorities, and the Customer shall be solely responsible for payment of all such sales taxes, levies, or duties except those based on our net income.
E. Term and Termination
The term of the Terms (the “Terms”) begins as of the earlier of the date of the commencement of use of the solution or the date stated in the SOW, and lasts for a period of one (1) year, automatically renewing for further 1 (one) year periods unless stated otherwise in the SOW.
Either party may terminate the Terms and any associated SOWs immediately upon notice to the other party if the other party: (i) materially breaches the Terms or any associated SOW, other than with respect to a payment obligation, and fails to remedy such breach within 15 days after receiving notice of the breach from the other Party, (ii) materially breaches the Terms or any associated SOW in a manner that cannot be remedied, or (iii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business. In the case of termination for material breach by Licensee, Stoke shall refund to Licensee, as applicable, any prepaid fees for the unused portion of terminated services on a pro-rata basis, calculated as of the date of the event giving rise to the material breach. Stoke may terminate the Terms and any associated SOW immediately upon notice to the Customer for material breach of a payment obligation under the Terms or any associated SOW and failure to remedy such breach within 15 days after receiving notice of the breach from us.
These Terms shall automatically terminate concurrent with the termination of the last remaining active associated SOW.
Either party may terminate an SOW by providing to the other party not less than thirty (30) days’ written notice prior to the expiration of the then current upcoming SOW Renewal Date.
Termination of an SOW does not necessarily terminate the Terms. Termination of the Terms terminates any and all SOWs associated therewith immediately upon the effective termination date of the Terms.
Upon termination of the Terms for whatever reason:
a) Stoke shall terminate all of Customers’ Stoke Platform Licenses and its Authorized Users’ access to the INTEGRATION;
b) Any and all amounts outstanding and any unpaid amounts due and owed to us by the Customer up through the date of termination shall become immediately due and payable.
The Customer shall acknowledge and agree that if an INTEGRATION is terminated because either the applicable SOW or these Terms expires or is terminated in accordance with this Section E., Stoke bears no liability to the Customer or the Customers’ Authorized Users whatsoever. 
F. Modifications to the INTEGRATION and Fees
Stoke reserves the right at any time and from time to time to modify, update, add to or discontinue, temporarily or permanently, features of the INTEGRATION provided that the overall utility and quality of the INTEGRATION is not diminished. This includes but is not limited to our ability to implement regularly scheduled maintenance updates, fixes, and new releases.
All fees and charges for INTEGRATION access are subject to change upon renewal of the Term of the applicable SOW provided that Stoke gives the Customer sixty (60) days prior written notice of the new fees and charges.
G. Intellectual Property and Content Ownership
As between the parties hereto, all rights to the Customer’s Data remains with the Customer and, except in order to fulfill Stoke’s obligations under the Terms, no rights are granted to Stoke.
The look and feel of the INTEGRATION, Stoke presentation format and features, and the Stoke Content and Documentation is copyright ©2019 Stoke Inc. all rights reserved. Subject to Section I. and to