Elsa- Full Glossary of Definitions

Except otherwise defined in this Agreement, the capitalized terms used in this Agreement shall have the following meaning. Capitalized terms not defined below carry the meanings in an Accepted Order or in context.

1. “Accepted Service Order” as described in Article ‎3.2 in the Enterprise License Agreement.
2. “Admin” means a designated manager or managers from Customer that will be responsible for managing Customer’s Admin Portal and maintaining contact with the Customer Success Team as needed.
3. “Admin Platform” means a product exclusively designed for businesses or schools on a SaaS basis Product package, that enables them to create different features for their organization, among other things, such as opening accounts and internal teams, defining team managers, assigning tasks to teams or Learners, and viewing organization performance or insights.
4. “Affiliate” means, in relation to any fully owned and controlled entity and/or an entity that directly or indirectly holds a controlling interest of more than fifty percent (50%) in ELSA. An entity is deemed included within the meaning of “Affiliate” even if it qualifies as such after the Effective Date of the applicable Agreement and/or Accepted Service Order.
5. “Customer Success Team” refers to a specialized team from ELSA exclusively for businesses or schools, committed to actively partnering with the Admins of Customer and Customer’s Learners/Users to ensure optimal use of the Service in achieving Customer’s outcomes.
6. “Intellectual Property Rights” refers to any patents, rights in software, utility models, registered and unregistered designs, copyrights, database rights, trademarks, domain names, rights in confidential information, trade secrets, know-how, and all registrations, applications, renewals, extensions, combinations, divisions, continuations or reissues of any of the foregoing of ELSA and its affiliates in any part of the world.
7. “Learner” or “User/s” refers to an individual or group registered by Customer with ELSA to access and utilize the Service.
8. “License” refers to a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable Service Order and subject to Customer’s timely payment of all Service Fees, for Customer and its User to access and use the Product strictly in accordance with (i) this Agreement, (ii) the applicable Accepted Service Order, and (iii) any published Documentation. The License confers no ownership interest in the Product, no right to receive source code, and no right to exploit the Product beyond the scope expressly granted herein.
9. “Platform” means the software platform provided by ELSA to Customer as described in the applicable appendices.
10. “Product” means Software and/or related Services owned by ELSA.
11. “SaaS” means software-as-a-service, a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted.
12. “Service Order” means a written order for the Service submitted by Customer to ELSA as described and defined in Article 3.1 below.
13. “Services” means collectively, the access to the Software (in accordance with the applicable Program, as defined below), the Support and Maintenance Services, and the implementation services related to the use of the Platform, including but not limited to the provision of content, websites, applications, License, access to the Admin portal, accounts for learning English, and materials for using the Platform and the support from Customer Success Team, all in the scope explicitly agreed and set forth under any applicable Service Order.
14. “Software” means ELSA’s proprietary and generic software applications, platforms, tools, algorithms, application programming interfaces (APIs), databases and other software components (in object code only) including as described in the Service Order, available for use on either an API or SaaS basis including without limitation the Platform and any updates, upgrades, modifications, enhancements, fixes, and new versions thereof that ELSA may make available during the Term. The term “Software”expressly excludes any open-source software components and any third-party software or deliverables that may be provided or made accessible to Customer.
15. “Support and Maintenance Services” means the support and maintenance services provided by ELSA, as set forth in Appendix 2 hereto.
16. “Working Day” means a calendar day other than (i) a Saturday, Sunday, (ii) a federal or state public holiday in accordance with the laws of CA, USA, For clarity, any deadline or period specified in this Agreement shall be calculated based on Working Days unless explicitly stated otherwise.