This Master Subscription and Services Agreement (this “Agreement”) is between Fugue, Inc. and the individual or entity identified in the Order Form that references this Agreement who places an order for the Fugue Software. Once executed by the parties, each Order Form will become a part of this Agreement.
1. License to the Fugue Software; Restrictions
1.1. Grants of Rights. Subject to the terms and conditions of this Agreement and applicable Order Forms, Fugue hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license during the applicable Order Term to (a) download, install, and use the Fugue Software, (b) use Ludwig, (c) download and use Compositions, and (d) download and use the Documentation in connection with Customer’s use of the Fugue Software, in each case for Customer’s internal purposes only. Each Order Form will describe the commercial terms that govern the quantities of the Fugue Software purchased by Customer and identify the Cloud Service Provider in connection with which the Fugue Software may be used. Except as expressly set forth in an Order Form or this Agreement, no other right or license of any kind is granted by Fugue to Customer hereunder with respect to the Fugue Software, Ludwig, or Compositions.
1.2. Third Party Products. It is Customer’s responsibility to obtain the right to use any Third Party Products, including Cloud Service Provider’s services, that may be necessary to use the Fugue Software or Ludwig. Customer shall be responsible for all fees incurred from the providers of such Third Party Products (“Third Party Providers”) and shall be solely responsible for complying with the terms and conditions of any agreement between Customer and a Third Party Provider. Subject to the foregoing, Fugue may in its sole discretion make available to Customers certain Third Party Products in connection with Customer’s use of the Fugue Software or Ludwig, provided that Fugue may cancel, suspend, or cease to make available such Third Party Products to Customer at any time.
1.3. Restrictions. Customer may not (a) download or install quantities of the Fugue Software in excess of the amounts set forth in the applicable Order Form(s), or (b) load the Fugue Software on Cloud Service Provider accounts other than the Cloud Service Provider accounts identified in the applicable Order Form(s) or which are specifically whitelisted by Fugue. Customer may not (and shall not permit any Customer User or other third party to): (i) use Ludwig or any Compositions except in connection with the Fugue Software, including with any other compilers or interpreters; (ii) copy any portion of the Fugue Software; (iii) decompile, disassemble, scrape, or otherwise reverse engineer the Fugue Software or Ludwig or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques embodied in the Fugue Software or Ludwig or any portion thereof; (iv) modify, translate, or create any derivative works based on the Fugue Software or the Documentation; (v) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the Fugue Software, the Documentation, Ludwig, or Compositions in whole or in part, to any third party; (vi) remove or alter any copyright, trademark, trade name, or other proprietary notices, legends, symbols, or labels appearing on or in copies of the Fugue Software, Documentation, or Ludwig; (vii) perform, or release the results of, benchmark tests or other comparisons of the Fugue Software with other programs; (viii) incorporate the Fugue Software or any portion thereof into any other program or product, or use the Fugue Software to provide similar functionality to third parties; or (ix) use the Fugue Software, Ludwig, or any Compositions for any unlawful or tortious purpose. Notwithstanding anything to the contrary in this Agreement, the Fugue Software, Ludwig, and Compositions are licensed and not sold.
1.4. Customer User Compliance. Customer shall ensure that all Customer Users comply with the terms and conditions of this Agreement and each Order Form and shall be responsible for all acts and omissions by its Customer Users. Any act or omission by a Customer User that would be a breach of this Agreement if done by Customer shall be deemed a breach of this Agreement by Customer.
1.5. Usage Data. Fugue may collect data and information in connection with Customer’s usage of the Fugue Software (“Usage Data”). Customer grants to Fugue a perpetual, fully paid-up, royalty-fee, irrevocable, worldwide, non-exclusive, sublicensable license to reproduce, prepare derivative works based on, distribute, display, and otherwise use the Usage Data in order to (a) perform its obligations and exercise its rights under this Agreement, (b) improve Fugue’s products or services, (c) comply with its obligations or protecting its interests under applicable law, and (d) any other business purposes; provided, however, that except as required by applicable law or necessary in order to exercise its rights under this Agreement, Fugue shall not disclose any Usage Data publicly or to third parties (other than its consultants or contractors), except in an aggregated and de-identified form.
1.6. Support; Updates. Fugue will provide certain support services (“Support Services”) to Customer as specified in Fugue’s Support Services Terms and Conditions available at https://fugue.co/support-terms/ (which may be updated from time to time). Except as set forth in an Order Form or Fugue’s Support Services Terms and Conditions, Fugue is under no obligation to support the Fugue Software, Ludwig, or any Compositions in any way, nor to provide any modification, error correction, bug fix, new release or other update to the Fugue Software or Ludwig (each an “Update”). In the event Fugue makes an Update available to Customer, such Update shall be deemed to be part of the Fugue Software or Ludwig as applicable and shall be subject to the terms and conditions of this Agreement. For the avoidance of doubt, Fugue will have no obligation to provide any support for any Third Party Products.
1.7. Professional Services.
1.7.1. Onboarding Services. Customer may engage Fugue to perform certain professional services in connection with training, installation, and implementation of the Fugue Software, Ludwig, or Compositions as set forth in the Order Form (collectively, the “Onboarding Services”). Except as otherwise provided in an Order Form, the terms and conditions governing Fugue’s provision of the Onboarding Services are set forth in this Agreement.
1.7.2. Additional Services. From time to time, Customer may request that Fugue perform certain training and/or professional services related to the Fugue Software, Ludwig, or Compositions which are beyond the scope of the Onboarding Services (“Additional Services” and, collectively with Onboarding Services, the “Professional Services”). Upon Customer’s request, Fugue will prepare a Statement of Work that includes the terms and conditions relevant to the Additional Services to be performed. Statements of Work will, to the extent applicable, contain: (a) a description of the Additional Services to be performed; (b) any applicable assumptions, milestones, deliverables, and timelines for delivery; (c) applicable fees and payment terms; and (d) other terms applicable to such Additional Services. Each fully executed Statement of Work shall form a part of this Agreement and be subject to the terms and conditions set forth herein.
2. Orders and Payments
2.1. Orders. The initial order for the Fugue Software, Support Services, and Onboarding Services (if any) is set forth in the first Order Form that references this Agreement. During the term of this Agreement, Customer may order additional licenses for the Fugue Software (or other software made available by Fugue), Support Services, or Onboarding Services in accordance with Fugue’s then-current rates and policies in effect when such order is placed. Fugue shall issue a quote for such additional licenses, Support Services, or Onboarding Services. Once executed by Customer and accepted by Fugue, this quote shall be deemed an Order Form, governed by this Agreement.
2.2. Fees; Payment. Customer shall make non-refundable payments to Fugue for the Fugue Software, Support Services, and Professional Services (that are not provided free of charge) in accordance with each Order Form. Customer shall reimburse Fugue for all reasonable travel, lodging, communications, shipping charges and other out-of-pocket expenses incurred by Fugue in connection with providing the Professional Services. Fugue will invoice Customer for all fees (including expense reimbursements) payable under this Agreement and Customer shall pay such invoiced amounts within thirty (30) days of the date of the invoice. For all amounts not paid within thirty (30) days from the date of the invoice, Customer agrees to pay interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less). All fees payable under this Agreement shall be made without recoupment or set-off.
2.3. Taxes. In addition to all fees payable pursuant to this Agreement, Customer will pay or reimburse Fugue for all federal, state, local or other taxes, including sales, use, excise and property taxes, or amounts levied in lieu thereof, based on charges set forth in this Agreement; provided, however, that Customer will have no responsibility for taxes imposed on Fugue’s net income by any taxing authority.
3. Limited Warranties; Disclaimer
3.1. Limited Warranties. Fugue warrants that the Fugue Software shall perform substantially in accordance with the Documentation therefor. In the event of a breach of the foregoing warranty, Fugue’s sole obligation, and Customer’s sole and exclusive remedy, shall be for Fugue to make commercially reasonable efforts to promptly correct the non-conforming functionality of the Fugue Software without charge.
3.2. Disclaimer. EXCEPT AS SET FORTH IN SECTION 3.1, FUGUE MAKES NO WARRANTIES WITH RESPECT TO THE FUGUE SOFTWARE, LUDWIG, PROFESSIONAL SERVICES, SUPPORT SERVICES, DOCUMENTATION, COMPOSITIONS, OR ANY THIRD PARTY PRODUCTS, INCLUDING CLOUD SERVICE PROVIDER SERVICES, EXPRESS OR IMPLIED, RELATING THERETO, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE AND ALL STATUTORY WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT POSSIBLE. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL FUGUE BE RESPONSIBLE OR LIABLE FOR ANY ACTIONS OR OMISSIONS OF ANY CLOUD SERVICE PROVIDER IN CONNECTION WITH THE PERFORMANCE OF THE FUGUE SOFTWARE, LUDWIG, THE DELIVERABLES OR ANY COMPOSITIONS OR FUGUE'S PERFORMANCE OF THE PROFESSIONAL SERVICES. FUGUE MAKES NO WARRANTIES OR REPRESENTATIONS AND WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS.
4. Proprietary Rights
4.1. General. As between Fugue and Customer, Fugue retains all right, title, and interest in and to the Fugue Software, Ludwig, the Compositions (but, for the avoidance of doubt, not any compositions that Customer creates using Ludwig) and all modifications and updates thereto and derivative works therefrom. In addition, unless otherwise provided in an Order Form or Statement of Work, Fugue will own (and Customer hereby assigns to Fugue) all right, title, and interest to any work product that Fugue creates or develops, alone or jointly with others, in the course of performing the Professional Services.
4.2. Feedback. If Customer (including any Customer User) provide to Fugue any ideas, proposals, suggestions or other materials relating to the Fugue Software, Ludwig, Compositions, Support Services, or Professional Services (“Feedback”), such Feedback will be non-confidential, gratuitous, unsolicited and without restriction, and will not place Fugue under any fiduciary or other obligation. By submitting Feedback to Fugue, Customer hereby assigns and agrees to assign to Fugue all right, title, and interest in and to the Feedback, and agrees to assist Fugue in perfecting such rights and obtaining assignments of such rights from all individuals involved in generating the Feedback. Customer waives all “moral rights” in connection therewith.
5. Confidential Information
5.1. Confidential Information. Each party acknowledges that in connection with this Agreement it may obtain the other party’s confidential or proprietary information or material that is marked as (or if disclosed orally or in other intangible form or in any form that is not so marked, that is identified as confidential at the time of such disclosure), or provided under circumstances reasonably indicating it is, confidential or proprietary (“Confidential Information”), which shall include, without limitation, a party’s trade secrets, know-how, inventions, techniques, processes, software, algorithms, software designs and architecture, computer code, documentation, design and functional specifications, and product requirements. Fugue’s Confidential Information shall include, without limitation, the Fugue Software and all Updates thereto. Confidential Information shall not include information or material that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was rightfully known by the receiving party before receipt from the disclosing party, as evidenced by the receiving party’s contemporaneous written records; (c) becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party that does not owe a duty of confidentiality to the disclosing party with respect to such information or material; or (d) is independently developed by the receiving party without the use of or reference to the Confidential Information of the disclosing party.
5.2. Use and Disclosure Restrictions. The receiving party shall not disclose any Confidential Information to any third party, other than to its employees, contractors, and consultants who need to know such information in connection with this Agreement and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Except as otherwise set forth in this Agreement, the receiving party shall not use any Confidential Information other than in connection with exercising its rights or performing its obligations under this Agreement (including, in the case of Fugue, pursuant to Section 1.5). The receiving party shall take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid unauthorized use or disclosure of Confidential Information. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to third parties to the extent the receiving party is legally compelled to disclose such Confidential Information, provided, however, that prior to any such compelled disclosure, the receiving party shall, to the extent permissible under the circumstances, give the disclosing party reasonable advance notice of any such disclosure and shall cooperate with the disclosing party in limiting such disclosure.
5.3. Equitable Relief. Each party agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information or any other breach of any provision of this Section 5 may cause irreparable harm and significant injury to the disclosing party, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, each party agrees that, in addition to any other available remedies, the other party shall have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Section 5 without the necessity of posting any bond or other security.
6. Fugue’s Entire Liability
TO THE EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) IN NO EVENT SHALL FUGUE OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INADVERTENT DISCLOSURE OF DATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY ORDER FORM OR STATEMENT OF WORK, EVEN IF FUGUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (B) FUGUE’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY ORDER FORM OR STATEMENT OF WORK, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE) SHALL NOT EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO FUGUE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR FOR A CLAIM ARISING BEFORE TWELVE (12) MONTHS AFTER THE EFFECTIVE DATE, THE AGGREGATE FEES PAID BY CUSTOMER TO FUGUE DURING THE FIRST TWELVE (12) MONTHS OF THE TERM).
7. Term and Termination
7.1. Term of this Agreement. This Agreement shall commence on the Effective Date of the initial Order Form entered into in connection with this Agreement and, unless sooner terminated pursuant to terms hereof, shall expire upon the expiration of the last Order Term under this Agreement. Upon any termination or expiration of this Agreement, all Ordering Form(s) shall immediately terminate.
7.2. Order Term. Unless otherwise specified in an Order Form, the term of each Order shall commence on the Effective Date of such Order Form and, unless sooner terminated pursuant to the terms hereof, shall continue in full force and effect for a period of one (1) year following the Effective Date of such Order Form and shall automatically renew for successive one (1) year periods unless either party provides the other party with written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term (each such term, including any renewals thereof, an “Order Term”). Any renewal of an Order Form pursuant to the preceding sentence will be for the same quantities of licenses for the Fugue Software and other products and services as set forth in the applicable Order Form. Purchase of any additional licenses for the Fugue Software or other products and services shall require the execution of an amendment to the applicable Order Form or the execution of a new Order Form (including in accordance with Section 2.1).
7.3. Termination. Either party may terminate this Agreement, an Order Form, or a Statement of Work upon written notice to the other party if the other party breaches the terms thereof and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party. Customer shall notify Fugue within twenty-four (24) hours of Customer becoming aware of any breach (other than by Fugue) of the terms and conditions of this Agreement, an Order Form, or a Statement of Work. In addition, either party may immediately terminate this Agreement if the other party: (a) is dissolved or liquidated or takes any corporate action for such purpose; (b) is adjudicated to be insolvent; (c) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
7.4. Effect of Termination. Upon the expiration or termination of this Agreement, the rights granted to Customer hereunder shall terminate, Customer will cease all use of the Fugue Software, Ludwig, Compositions, Support Services, Professional Services, and Documentation, return to Fugue or destroy the Fugue Software in its possession, and, upon Fugue’s request, so certify such actions to Fugue. Any costs incurred in returning or destroying the Fugue Software upon expiration or termination shall be borne by Customer. Sections 1.3, 1.4, 1.5, 2.3, 3.2, 4, 5, 6, 7.4, 8, and 9 shall survive any expiration or any termination of this Agreement. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.
8. General Provisions
8.1. Force Majeure. Neither party shall be responsible for any delay or failure in performance (except payment of fees payable) to the extent that such delay or failure is caused by fires, strikes, embargoes, explosions, earthquakes, floods, wars, labor disputes, government requirements, civil or military authorities, acts of God or by the public enemy, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers, or other causes beyond its reasonable control.
8.2. Notices. Any notice, request, demand or other communication required or permitted hereunder shall be in writing, shall reference this Agreement and shall be deemed to be properly given: (a) when delivered personally; (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt. All notices shall be sent to the address set forth on the Order Form(s) and to the notice of the person executing this Agreement (or to such other address as may be designated by a party by giving written notice to the other party pursuant to this Section).
8.3. Assignment. This Agreement, including the Order Form(s) and any Statement(s) of Work, may not be assigned, in whole or part, whether voluntarily, in connection with a merger or acquisition, by operation of law or otherwise, by Customer without the prior written consent of Fugue. Subject to the preceding sentence, the rights and liabilities of the parties hereto shall bind, and inure to the benefit of, their respective assignees and successors and is binding on the parties and their successors and assigns. Any attempted assignment other than in accordance with this Section shall be null and void.
8.4. Governing Law, Jurisdiction and Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Maryland (but expressly excluding the Uniform Computer Information Transactions Act (“UCITA”) as enacted in Maryland) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Maryland (excluding UCITA) to the rights and duties of the parties. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. Any dispute arising out of this Agreement or the subject matter thereof shall be submitted to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the District of Maryland, or, if there is no jurisdiction in such court, to the state courts having jurisdiction over Fredrick County, Maryland.
8.5. Open Source Software. The Fugue Software may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) that are made available under their respective open source license agreements (“Open Source Licenses”) which are identified at https://fugue.co/oss-disclosure/. You agree to the terms and conditions in each such Open Source License and agree to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of this Agreement and any terms of the respective Open Source License, which the Open Source License does not permit, such conflicting terms of this Agreement will not apply. Any fees charged by Fugue in connection with the Fugue Software do not apply to any Open Source Components for which fees may not be charged under the applicable Open Source License. Where the terms of any specific Open Source License entitle Customer to the source code of the respective Open Source Component, that source code may be made available from Fugue upon request (a nominal fee may be charged by Fugue for processing such request).
8.6. Attorneys’ Fees. If any legal action, including, without limitation, an action for arbitration or injunctive relief, is brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration fees and actual attorneys’ fees paid or incurred in good faith.
8.7. No Third Party Beneficiary. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
8.8. Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
8.9. Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
8.10. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor its agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
8.11. Restricted Rights. All software and any technical data contained in the Fugue Software, Ludwig, the Documentation, or any Compositions are “commercial items,” as defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. §12.212. The use, duplication, reproduction, release, modification, disclosure or transfer of the Fugue Software, Ludwig, the Documentation, or any Compositions, and any data relating thereto or derived therefrom, is restricted in accordance with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-2, and 48 C.F.R. §227.7202, as applicable. This is in lieu of, and supersedes, any Federal Acquisition Regulations (“FAR”), the Defense FAR Supplement (“DFARS”), or other agency supplemental clause or provision that addresses government rights in computer software or technical data.
8.12. Entire Agreement. This Agreement, the Order Form(s) and any Schedules and Exhibits attached hereto and incorporated herein by reference, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement or the Order Form(s) and all past courses of dealing or industry custom. Furthermore, the terms and conditions of this Agreement shall prevail over any conflicting terms or conditions contained in any “clickwrap” or “browsewrap” agreements made available Fugue in connection with the provision of the Fugue Software. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of each of Fugue and Customer.
8.13. Electronic Signature and Disclosure Consent Notice. Customer agrees to the use of electronic documents and records in connection with this Agreement and all future documents and records in connection with the Fugue Software or Ludwig, including this electronic signature and disclosure notice, and that this use satisfies any requirement that Fugue provides Customer these documents and their content in writing.
9.1. “Cloud Service Provider” means a provider of cloud computing services, including but not limited to Infrastructure-as-a-Service (IaaS), Software-as-a-Service (SaaS) or Platform as a Service (PaaS) providers, such as Amazon Web Services or Microsoft Azure.
9.2. “Compositions” means the compositions created using Ludwig that are made available by Fugue to Customer under this Agreement.
9.3. “Customer User” means an employee, contractor or agent of Customer who is permitted by Customer to download, install and/or otherwise use the Fugue Software.
9.4. “Documentation” means the manuals, documentation and other supporting materials generally provided to Fugue’s customers in connection with the Fugue Software.
9.5. “Effective Date” means the date that an Order Form, executed by Customer, is accepted by Fugue.
9.6. “Fugue Software” means the software identified in the Order Form.
9.7. “Ludwig” means the language developed by Fugue that enables users to create compositions for the Fugue Software.
9.8. “Order Form” means a quote signed by Customer and accepted by Fugue pursuant to which Fugue provides the Fugue Software to Customer.
9.9. “Third Party Products” means software or services made available by a party other than Fugue that may be used in connection with the Fugue Software, Ludwig, or Compositions, including software or services that are necessary or advisable in order for Customer to exploit the functionality of the Fugue Software, Ludwig, or Compositions.