Application Service Provider (ASP) Agreement
Category: ASP, Hosting, Outsource
APPLICATION SERVICE PROVIDER AGREEMENT
This Application Service Provider Agreement (the “Agreement”) is made as of February 1, 2001 (the “Effective Date”) by and between TransactTools, Inc., together with its Affiliates (“TransactTools”), a corporation organized and existing under the laws of the State of Delaware having its principal place of business at 135 W. 29tb St., 9th Floor, New York, New York 10001, and Archipelago, LLC (“Customer”), a limited liability company having its principal place of business at 100 South Wacker Drive, Chicago, IL 60606.
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DEFINITIONS
The following terms, when capitalized, will have the meanings designated in this Definitions section:
Access: An event in which Customer or one of Customer’s Trading Partners logs on to the TransactTools application services using an identifying “key” that has been given to Customer or to such Trading Partner by Customer.
Affiliate: Any entity or person directly or indirectly controlling, controlled by or under common control with Customer or any entity or person with whom Customer has a business relationship. For the purpose of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to Customer, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Customer, whether through the ownership of voting securities or by contract or otherwise.
Confidential Information: Any and all information disclosed by either party to the other that is marked “confidential” or “proprietary,” including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the other party within 30 days of the oral disclosure, pricing, terms, attachments, exhibits and all information related to the software associated with this Agreement. Confidential Information shall be deemed to include the Licensed Software, and the TransactTools Testing Services. “Confidential Information” does not include any information that the receiving party can demonstrate is: (a) rightfully known prior to disclosure; (b) rightfully obtained from a third party authorized to make such a disclosure, without breach of the terms and conditions of this Agreement; (c) independently developed by the receiving party as demonstrated by contemporaneous documents; (d) available to the public without restrictions; (e) approved for disclosure with the prior written approval of the disclosing party; or (f) disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure.
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