“ Trade Area Data” means all mobile, social and/or other electronic data or information for the Site(s) expressly described in the Order Form for the Period for Collection as well as the Subscription Term as detailed on the Order Form. “ Timetable” refers to the time period after acceptance of the Agreement by You and payment of applicable Fees that Babbage will perform the Services. Continuation of the Services upon expiration of the Subscription Term will require execution of a new Order Form and the payment of additional Fees. “ Subscription Term” means the time period for which You and Users will have access to the PinPoint Software Services as described in the Order Form. “ Site(s)” means collectively, the Primary Site(s) and the Alternate Site(s) described in the Order Form. Each Alternate Site will be listed in the Order Form. “ Alternate Site(s)” means each individual location for which You have requested Trade Area Data as it relates to one or more Primary Site(s). “ Primary Site(s)” means each individual location (for example, physical destination, center, site, location and/or store) and described in an Order Form for which You have purchased Trade Area Data to be extracted, analyzed and reported on and incorporated into the PinPoint Software Services. Only the Period of Collection described on the Order Form will be contained in the Trade Area Data utilized in the PinPoint Software Services and the Trade Area Report. “ Period of Collection” means the time period for which the Trade Area Data relates. Order Forms shall be deemed incorporated herein by reference. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were You, the original party hereto. The Order Form will state the Timetable for delivery of the Services, including without limitation of the Subscription Term, the Extended Subscription Term, the number of Site(s), the Period of Collection for the Trade Area Data, the Fees and such other information agreed upon by Us. “ Order Form” means the document for placing orders hereunder that are entered into between You and Babbage from time to time, including, addenda and supplements thereto which shall be incorporated by reference. “ User” or “ Users” means with respect to You, Your employees, consultants, contractors and agents who register and receive identifications and passwords to access and utilize the PinPoint Software Services Your number of authorized Users is unlimited and You will determine in advance how many Site(s) a User has access to. “ Fees” are the fees for the Services as described in an Order Form and are payable as stated in the Order Form and in this Agreement. “ Services” means the PinPoint Software and Consulting Services that are ordered by You under an Order Form. “ Consulting Services” means analysis and delivery of the Trade Area Data for the Sites described in the Order Form which are organized and input and delivered to You. “ PinPoint Software” or “ PinPoint Powered by Alexander Babbage Software Services” or “PinPoint” means the computer programs and the Trade Area Data developed, owned and licensed by Babbage and its licensors and available for Your use under this Agreement and a corresponding Order Form. “ Agreement” means this document and its corresponding Order Form(s), any exhibits and/or addenda. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “ Affiliate” means any entity, which directly or indirectly controls, is controlled by, or is under common control with the subject entity. The terms defined below and throughout the Agreement shall have the following meanings: This Agreement is effective between You and Babbage as of the Effective Date of the Order Form. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. YOUR EXECUTION OF AN ORDER FORM THAT REFERENCES THIS AGREEMENT CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. THIS SERVICES AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
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