Updated March 2020

End User License Agreement


Please read carefully the following legally binding License Agreement between Cocoon Data and Licensee for the Software. By clicking the "I Accept" button (or any button or check box having similar wording or meaning), installing, copying or otherwise using the Software, and/or by entering into an Order, Licensee acknowledges that Licensee has read, understands, and agrees to be bound by the terms of this License Agreement. If Licensee does not agree with the terms of this License Agreement, Licensee should not install or otherwise use the Software. Certain capitalized terms in this License Agreement are defined in Section 12 below.

For purposes of this License Agreement, "Cocoon Data" means (i) with respect to any License applicable to the territory of the United States (as set forth in an Order), and (ii) with respect to any License applicable to the territory of Australia (as set forth in an Order), Cocoon Data Australia Pty Limited (ACN 156 175 245), a company formed under the laws of Australia.

If Licensee does not agree with any of the terms or conditions of this License Agreement, Licensee is not authorized to use the Software for any purpose whatsoever. Also, by installing, copying or otherwise using updates and/or upgrades from Cocoon Data, Licensee agrees to be bound by any additional license terms that accompany such updates and/or upgrades. If Licensee does not agree to the additional license terms that accompany such updates and/or upgrades, Licensee may not install, copy or use such updates and/or upgrades. The Software will not function unless it is installed on a computer, server or device which meets its minimum installation requirements as may be set forth in the Documentation.

Where a reseller, service provider, consultant, contractor or other party downloads or otherwise provides the Software for Licensee, installs or activates the Software on Licensee's behalf prior to Licensee's use of the Software, and/or enters into an Order on Licensee's behalf, such reseller, service provider, consultant, contractor or other party will be deemed to be Licensee's agent acting on Licensee's behalf and Licensee will be deemed to have accepted all of the terms and conditions of this License Agreement as if Licensee had directly downloaded, installed or used the Software, and in such instance such reseller, service provider, consultant, contractor or other party represents and warrants that it has the necessary right and authority to enter into this License Agreement on behalf of Licensee and bind Licensee to the terms hereof.

1. Grant of License.

1.1 In consideration of the terms set out in this License Agreement, Cocoon Data grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software and use the Documentation during the License Term in accordance with (a) the terms of this Agreement; (b) the Documentation; (c) the limitations of the License Type licensed by the Licensee; and (d) other applicable limitations set forth in the Order.

1.2 Scope of Use. Cocoon Data licenses the Software by way of Server Licenses, User Licenses or a combination thereof for use on Licensee's servers and/or user level devices such as personal computers, tablets, and smartphones.

(a) Server Licenses. Cocoon Data licenses some Software components (i.e., The Cocoon Data Platform, Access Service and Content Service of the Cocoon Data solution (collectively, the "Cocoon Data Services") as a service. Licensee may use the Cocoon Data Services in a virtual or physical environment, owned, leased, or otherwise controlled by Licensee, and only the number of users set forth on a given Order may utilize such Cocoon Data Services at a given time. For purposes of this Agreement, "use" of the software means loading the Cocoon Data Services into the temporary or permanent memory of a computer. Installation of the Cocoon Data Services on a network server solely for distribution to other computers is not "use" of the Cocoon Data Services, and is permitted, as long as Licensee has a license for the Cocoon Data Services (virtual or physical) to which the Cocoon Data Services are distributed. The Cocoon Data Services may not be used on or distributed to a greater number of services than Licensee has Licenses.

(b) User Licenses. Cocoon Data licenses the Cocoon Data Applications (i.e., Cocoon Data Safe Share) (collectively, the "End User Software") to specified end users based on a unique E-mail ID that provides the user identified by the unique E-mail ID access to one or more of the End User Software products listed. If Licensee has multiple Licenses for the End User Software, Licensee may use as many copies of the End User Software for as many unique E-mail IDs as Licensee has Licenses. For purposes of this Agreement, "use" of the End User Software means loading the End User Software into the temporary or permanent memory of a computer or mobile device. Installation of the End User Software on a network server solely for distribution to specific end users is not "use" of the End User Software, and is permitted, as long as Licensee has a license for each unique E-mail ID to which the End User Software is distributed. The End User Software may not be used on or distributed to a greater number of end users than Licensee has Licenses and may only be distributed to end users with unique E-mail IDs listed on the applicable Order. For clarity, an Email ID may only be assigned to a single end user, and such License shall only give that individual a right to use the Software hereunder. Notwithstanding the foregoing, an end user may place the Software on multiple devices simultaneously, provided such end user is the only user of such Software under this User License on all such devices.

1.3 Under the License granted, Licensee may permit Third Party Agents to access, use and/or operate the Software on Licensee's behalf for the sole purpose of delivering services to Licensee, provided that Licensee will be fully responsible for the Third Party Agents' compliance with the terms and conditions of this License Agreement and any breach of this License Agreement by a Third Party Agent shall be deemed to be a breach by Licensee.

1.4 Licensee may make one copy of the Software in machine-readable form solely for backup purposes. Licensee must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. Licensee may not sell or transfer any copy of the Software made for backup purposes.

1.5 The Software contains proprietary and confidential information of Cocoon Data and its licensors, including copyrights which are protected by international copyright laws, inventions which are protected by patents (or patents pending in Australia), trade secrets and trademarks contained in the Software. Title to and ownership of the Software, including without limitation all Intellectual Property Rights in and to the Software, are and shall remain the exclusive property of Cocoon Data and its licensors, and except for the limited license granted to Licensee by Cocoon Data, Cocoon Data reserves all right, title and interest in and to the Software. Licensee shall not take any action to jeopardize, limit or interfere with Cocoon Data and its licensors' ownership of and rights with respect to the Software. Licensee acknowledges that any unauthorized copying or unauthorized use of the Software is a violation of this Agreement and is strictly prohibited. Any bug reports, usability reports, test results, feedback made by Licensee, or any other data transmitted to or from the Software shall be the sole property of Cocoon Data and its licensors and may be used by Cocoon Data and its licensors for any purpose.

1.6 Cocoon Data may collect and use technical and related information from Licensee's computer system to facilitate any updates or product support or to improve the Software, and to check compliance with this License Agreement.

2. Restrictions.

2.1 All rights not expressly granted to Licensee under this License Agreement are reserved. Without limiting the foregoing, Licensee must not, directly or indirectly:

(a) Subject to any statutory rights Licensee may have, modify, adapt, reverse disassemble, decompile or reverse engineer the whole or any part of the Software or otherwise attempt or allow any other party to attempt to discover the source code of the Software or to obtain the algorithms by which the Software performs its functions;

(b) In connection with the Software, use, share, upload, create or deal in any way with material that contains "viruses", "trojan horses", "copybots", "worms", spyware, "time bombs", "cancelbots" or any other computer programs or codes that are intended to damage, interrupt, destroy, detrimentally interfere with or limit the functioning of the Software data and other information used in connection with the Software or any Maintenance;

(c) Sublicense, rent, lease, re-sell or lend any portion of the Software save as provided under this License Agreement unless Licensee obtains a separate license from Cocoon Data for such purposes. For example, Licensee may not embed the Software into another application and then distribute such to third parties unless Licensee first acquires an appropriate license from Cocoon Data;

(d) Use the Software in or in association with safety critical applications where the failure of the Software to perform can reasonably be expected to result in a significant physical injury, or in loss of property, or loss of life. Any such use is entirely at Licensee's own risk, and Licensee agrees to hold Cocoon Data harmless from any and all claims or losses relating to such unauthorized use;

(e) Remove any proprietary notices from any copy of the Software;

(f) Make any false, misleading or deceptive statement or representation regarding Cocoon Data and/or the Software;

(g) Use the Software for the benefit of any third party, or charge any person, or receive any compensation for the use of the Software or do any of the foregoing in any manner not permitted by the licenses granted herein;

(h) Use the Software to, or in any way that would, violate any applicable law, regulation or ordinance; and

(i) Use the Software for the purposes of competing with Cocoon Data, including without limitation competitive intelligence.

3. Term and Termination.

3.1 This License Agreement is effective from the moment of acceptance as described in the first paragraph of this License Agreement or from the Start Date, whichever date is earlier.

3.2 This License Agreement shall remain in force either until the expiration date specified in the Order or, upon renewal of Licensee's License by mutual agreement of the parties in writing, the expiration date of Licensee's renewed License as set out in an Order provided to Licensee by Cocoon Data, or until terminated as provided in Clause 3.3 below, whichever is the sooner.

3.3 Without prejudice to any other rights, this Agreement will terminate automatically if Licensee fails to comply with any of the limitations, fails to pay the Fee or fails to comply with any other requirements described herein. Cocoon Data may terminate this License Agreement if Licensee breaches any term of the Agreement by giving Licensee written notice of Licensee's breach and Cocoon Data's decision to terminate the Agreement. Further, Cocoon Data may terminate this License Agreement upon sixty (60) days prior written notice to Licensee for convenience. Upon termination of the Agreement by Cocoon Data, Licensee agrees to return to Cocoon Data the Software, Documentation, all copies thereof, and all license keys that Licensee has obtained, or to destroy all such materials and provide written verification of such destruction to Cocoon Data.

3.4 Licensee's obligations and Cocoon Data's rights under this License Agreement with respect to Sections 1.5, 2, 3.3, 6, 7, 8, 9, 10, 11 and 12 shall survive any expiration or termination of this License Agreement.

4. Payment Terms.

4.1 Licensee agrees to pay the License Fee and any Maintenance Fee and/or Support Fee set forth on the applicable Order (collectively, the "Fee") during the time period specified on the applicable Order, and if no time period is specified on the applicable Order, prior to the Start Date. Payments made hereunder are non-refundable and there are no refunds or credits for partially used periods. Amounts due under an Order with respect to any License applicable to the territory of the United States shall be in United States Dollars. Amounts due under an Order with respect to any License applicable to the territory of Australia shall be in Australian dollars.

4.2 In the event Licensee is more than thirty (30) days late paying the Fee hereunder, Cocoon Data may charge interest on such overdue sum at the monthly rate of 1.5%, or the maximum rate permitted by applicable law, accruing on a daily basis and being compounded monthly until payment is made.

4.3 Licensee is responsible for paying all taxes associated with its license of the Software hereunder, excluding taxes based on Cocoon Data's net income or property. If Cocoon Data has the legal obligation to pay or collect taxes for which Licensee is responsible under this Section, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides Cocoon Data with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Maintenance and Support.

5.1 This License Agreement may entitle Licensee to receive Maintenance for the License Term if Licensee has purchased such service by way of an Order, or, if Licensee has purchased a license for Software licensed on a perpetual basis, for the Maintenance Term, in all events, provided that Licensee has paid the applicable Maintenance Fee and/or Support Fee in accordance with Section 4.

5.2 Cocoon Data reserves the right in its discretion to limit the number of end users who may contact Cocoon Data technical support.

6. Confidentiality.

6.1 Licensee acknowledges that in connection with Licensee's licensing of the Software and this License Agreement, Licensee will be provided with confidential and proprietary data and information from time to time, including without limitation, through the Software, Documentation, Cocoon Data's provision of support and maintenance, and otherwise ("Confidential Information"). Such Confidential Information shall be owned by Cocoon Data and its licensors.

6.2 Licensee will keep all Confidential Information provided to Licensee by Cocoon Data, or otherwise, strictly confidential. Licensee may disclose any such Confidential Information only to Licensee's employees, officers and directors who need to know such information in order to perform their respective duties; provided that each such person has a legal or contractual obligation to maintain the confidentiality of such Confidential Information. Without Cocoon Data's prior written consent, Licensee will not disclose any such Confidential Information to any third party (except Licensee's employees, officers and directors as set forth above) or use any such Confidential Information other than solely as and to the extent required for Licensee to perform under this License Agreement.

6.3 If Licensee receives any document request, interrogatory, subpoena or other legal process ("Request") that would, by its terms, require the disclosure of any Confidential Information protected by this License Agreement, then promptly upon receipt thereof, and prior to making any response thereto, to the extent permitted by applicable law, Licensee will notify Cocoon Data in writing of Licensee's receipt of such Request, and shall provide a copy thereof.

6.4 Upon Cocoon Data's request or expiration or early termination of this License Agreement, Licensee must immediately return or destroy any and all Confidential Information in Licensee's possession or under Licensee's control. If requested, Licensee will certify in a writing signed by an authorized officer as to the return or destruction of all such Confidential Information.

7. Representations and Warranties.

7.1 Licensee represents and warrants that Licensee: (i) possess the legal right and ability to enter into this License Agreement and to comply with its terms, (ii) will use the Software for lawful purposes only and in accordance with this License Agreement and all applicable laws, regulations, ordinances and policies, (iii) will always provide and maintain true, accurate, current and complete information as requested by Cocoon Data, (iv) will only use the Software on a computer or server on which such use is authorized by the computer's owner or lessee, as applicable, and (v) will not use the Software in association with any illegal or infringing data, code, or Software.

7.2 If Cocoon Data has reasonable grounds to suspect that Licensee's representations, warranties or promises are inaccurate or breached, Cocoon Data may terminate this License Agreement, deny any or all use of the Software, and pursue any appropriate legal remedies.

8. Indemnity.

8.1 Licensee agrees to indemnify, hold harmless and defend Cocoon Data and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors (collectively, the "Indemnified Parties") at Licensee's expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by Cocoon Data arising out of or relating to Licensee's (a) violation or breach of any term of this Agreement, including without limitation, any breach of Licensee's representations, warranties, promises or the license restrictions herein or (b) use or misuse of the Software.

9. Disclaimer of Warranties.

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, ANY DATA ENCRYPTED BY USE OF THE SOFTWARE, AND ANY ENCRYPTED OR DECRYPTED DATA RECEIVED THEREFROM, IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY Cocoon Data OR Cocoon Data'S LICENSORS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE, ANY DATA ENCRYPTED BY USE OF THE SOFTWARE, AND ANY ENCRYPTED OR DECRYPTED DATA RECEIVED THEREFROM, INCLUDING ANY WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. Cocoon Data AND ITS LICENSORS FURTHER DO NOT REPRESENT OR WARRANT THAT THE SOFTWARE, ANY DATA ENCRYPTED BY USE OF THE SOFTWARE, AND ANY ENCRYPTED OR DECRYPTED DATA RECEIVED THEREFROM, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, WILL OPERATE WITHOUT LOSS OF THE UNDERLYING DATA, OR WILL BE UNHACKABLE OR UNENCRYPTABLE.

9.2 LICENSEE ACKNOWLEDGES THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, ANY DATA ENCRYPTED BY USE OF THE SOFTWARE, AND ANY ENCRYPTED OR DECRYPTED DATA RECEIVED THEREFROM, REMAINS WITH LICENSEE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.3 No oral or written information or advice given by Cocoon Data, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

9.4 As some jurisdictions do not allow some of the exclusions set forth in this Section 9, some of these exclusions may not apply to Licensee. If applicable law requires any warranties with respect to the Software, then to the maximum extent permitted by law, all such warranties are limited in duration to ninety (90) days from the date of delivery.

10. Limited Warranty and Liability.

10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL Cocoon Data AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO LICENSEE. Cocoon Data'S AND ITS LICENSORS' LIABILITY UNDER THIS LICENSE AGREEMENT WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE LICENSE FEES LICENSEE PAID FOR THE SOFTWARE, IF ANY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER Cocoon Data OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2 Notwithstanding clause 10.1, with respect to any License applicable to the territory of Australia, Licensee acknowledges that Cocoon Data's liability under any statutory right or any condition or warranty implied by the Australian Consumer Law and which cannot be excluded is to the extent permitted by law limited at the option of Cocoon Data to:

(a) In the case of any goods, any one or more of the following:

(i) The replacement of the goods or the supply of equivalent goods;

(ii) the repair of the goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv) the payment of the cost of having the goods repaired; and

(b) in the case of any services:

(i) the supply of the services again; or

(ii) the payment of the cost of having the services supplied again.

11. General.

11.1 Licensee hereby agrees that Cocoon Data would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore Licensee agrees that Cocoon Data shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies in any court of competent jurisdiction with respect to breaches of this License Agreement, in addition to such other remedies as Cocoon Data may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

11.2 If Licensee is, or are entering into this License Agreement on behalf of, any agency or instrumentality of the United States Government, the Software is "commercial computer software" and "commercial computer software documentation," and pursuant to FAR 12.212 or DFARS 227.7202, such entities' and their successors', as applicable, use, reproduction, and disclosure of the Software are governed by the terms of this License Agreement.

11.3 This License Agreement, including accepted Orders and any amendments hereto, contain the entire agreement of the parties with respect to the subject matter of this License Agreement and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof. No amendment to or modification of this License Agreement by Licensee will be binding unless in writing and signed by both parties. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in Licensee's jurisdiction. Nothing in this License Agreement shall constitute a partnership, agency or joint venture between Licensee and Cocoon Data. The failure of Cocoon Data at any time or times to require performance of any provision of this License Agreement shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

11.4 Licensee may not assign this License Agreement or any rights hereunder. Cocoon Data may assign this License Agreement, at Cocoon Data's discretion, without consent of or notification to Licensee.

11.5 Cocoon Data may amend the terms and conditions of this License Agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL www.Cocoon Data.com/legal, which amended terms and conditions shall be binding upon Licensee.

11.6 If any provision of this License Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to that provision or part and the rest of such provision, and all other provisions of this License Agreement will continue in full force and effect.

11.7 (i) With respect to any License applicable to the territory of the United States (as set forth in an Order), (a) this License Agreement is governed by the laws of the State of Virginia, United States of America, without regard to choice of law principles, and (b) all disputes arising out of or related to Licensee's use of the Software and/or this License Agreement shall be subject to the exclusive jurisdiction of the courts located in Fairfax County, Virginia, and Licensee agrees to submit to the personal jurisdiction and venue of such courts. (ii) With respect to any License applicable to the territory of Australia (as set forth in an Order), (a) this License Agreement is governed by the laws of the State of New South Wales, Australia, without regard to choice of law principles; and (b) all disputes arising out of or related to Licensee's use of the Software and/or this License Agreement shall be subject to the exclusive jurisdiction of the courts located in Sydney, Australia, and Licensee agrees to submit to the personal jurisdiction and venue of such courts. (iii) The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Licensee is responsible for compliance with all local laws if and to the extent local laws are applicable.

12. Definitions.

12.1 Documentation means documentation that is provided to Licensee by Cocoon Data with the Software, as revised by Cocoon Data from time to time, and which may include end user manuals, operation instructions, installation guides, release notes, and on-line help files regarding the use of the Software.

12.2 E-mail ID means those email addresses identified in an Order where each individual owner of such address is entitled to utilize the Software in accordance with each License purchased hereunder.

12.3 Intellectual Property Rights means any and all present and future intellectual and industrial property rights and includes, without limitation, any registered or unregistered forms of copyright (and rights allied to copyright and any reversions and extensions of copyright), designs, patents, trademarks, service marks, domain names, good will and any commercial information (including know how and confidential information), any application or right to apply for registration of any of these rights, any rights protected or recognized under any laws throughout the world related to the above or any similar laws, and anything copied or derived from such property or rights.

12.4 License means individually, the right of one (1) individual to utilize the Software under the terms of this License Agreement and collectively, the right of all individuals whom Licensee has purchased a right to utilize the Software under the terms of this License Agreement.

12.5 License Agreement means this Cocoon Data End User License Agreement and any associated Orders incorporated herein by reference.

12.6 License Fee means the fee amount outlined on an Order for use of the Software under the terms of this License Agreement.

12.7 License Term means the duration of a License as specified in the Order and set forth in Section 3 of this License Agreement.

12.8 License Type means the type of License applicable to the Software, either a Server License, User License or combination thereof, as described in the Order.

12.9 Licensee means the purchaser of the license rights granted by this License Agreement and ‘Licensee's' means belonging to Licensee or engaged by Licensee or otherwise pertaining to Licensee as the context so allows, whether on a temporary basis or otherwise.

12.10 Maintenance means collectively upgrades and/or updates where applicable to the Software as Cocoon Data deems appropriate, and standard technical support or enhanced technical support if Licensee has paid a Support Fee.

12.11 Maintenance Fee means the sums payable by Licensee in respect of a right to receive Maintenance for the Maintenance Term as set forth in an Order.

12.12 Maintenance Term means the period for which Licensee is eligible to receive Maintenance. For all Software other than Software licensed on a perpetual basis, the Maintenance Term is coterminous with the License Term. For Software licensed on a perpetual basis, the Maintenance Term means the period for which Licensee has paid the applicable Maintenance Fee as may be set out in the Order.

12.13 Order means a purchase order, enterprise license agreement, or other ordering document issued by Cocoon Data to Licensee that references and incorporates this License Agreement.

12.14 Software means Cocoon Data's software supplied to Licensee in connection with this agreement (for example the Cocoon Data suite of software incorporating all or any of the Cocoon Data Safe Share applications) in whole or in part, including upgrades or modifications delivered to Licensee by Cocoon Data (and, if so agreed, any enhancements delivered to Licensee by Cocoon Data);

12.15 Start Date means such date as may be set out in the Order that the License Term commences hereunder.

12.16 Support Fee means the sums payable by Licensee in consideration of the provision by Cocoon Data of enhanced support services, if applicable as may be set out in the Order.

12.17 Third Party Agent means a third party delivering information technology services to Licensee pursuant to a written contract with Licensee.