The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement, an Order Form or in LocalStack’s DPA.
- “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with the Customer.
- “Authorized User” means any individual employee, contractor or agent of Customer authorized by Customer to use the LocalStack Assets.
“Beta Features” means any LocalStack Asset features, functionality or services which LocalStack may make available to Customer to try at no additional cost, and which is designated as beta, trial, Non-Production or another similar designation.
“Confidential Information” means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement and each Order Form, and: (i) with respect to LocalStack, the LocalStack Pro Software, Service and Usage Data; and (ii) with respect to Customer, the Customer Data. Confidential Information does not include information that: (A) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (B) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (D) is obtained by Receiving Party without restrictions on use or disclosure from a third party.
“Control” means ownership, directly or indirectly, of 50% or more of the voting interest with the power to direct or cause the direction of the management and policies of such entity.
“Customer Application” means an application owned and operated by Customer.
“Customer Data” means all data provided by, or on behalf of, Customer in connection with or by means of the Software and/or Service, including any Personal Data as that term is defined under the DPA or as otherwise set under applicable laws. Notwithstanding anything to the contrary in this Agreement, Customer Data does not include Usage Data.
“Customer Environment” means equipment, systems, servers, and workstations owned or managed solely by Customer.
“
Data Processing Agreement” or “
DPA” means LocalStack’s Data Processing Agreement available at:
https://www.localstack.cloud/legal/DPA.
"Deployment Type" means the deployment type of the Software and/or Service purchased by Customer identified in an Order Form and that specifies the permitted use under this Agreement.
“Documentation” means the user guides, operating manuals and all other materials provided by LocalStack that describe the installation, operation, use or technical specifications of the LocalStack Assets.
“LocalStack API Server” means LocalStack’s application programming interface for the subscription authentication server.
"LocalStack Assets" means the Software, Service and Documentation.
"LocalStack Pro" is Software that Customer must download and install in the Customer Environment to connect with the Service.
“LocalStack Web Application” means LocalStack’s web application that provides (i) monitoring and analytics related to Customer’s use under the Deployment Type including related to the implementation of the Software and/or Service, and (ii) general Customer account and subscription administration.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs designed to intentionally disrupt or disable any systems, software, applications, files or other data.
“Non-Production” means an internal only use (e.g., testing, development, staging, evaluation) of the Software and/or Service solely by Customer’s Authorized Users that does not involve any of Customer’s production workloads whether for the Customer Application or otherwise.
“Order Form” means an ordering document for a subscription to access and use the LocalStack Assets: (i) signed in writing by Customer and LocalStack; (ii) purchased through the Service (e.g., by means of the Service dashboard); or (iii) via a third-party marketplace (e.g., via Amazon AWS Marketplace).
“Prohibited Content” means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including, but not limited to, privacy, intellectual property rights and trade secrets; (iii) contains false, misleading, or deceptive statements, depictions, or practices; or (iv) contains Malicious Code.
“Quantity” means the number of permitted uses by Customer’s Authorized Users during the Subscription Term for a certain product and/or service identified in the applicable Order Form.
"Service" means LocalStack’s proprietary software solution for cloud service emulating software for development and testing cloud apps locally which includes the Software, LocalStack API Server, and Documentation.
“Software” means software that LocalStack develops and maintains in order to provide the Service, including the Beta Features, LocalStack Pro, LocalStack Web Application, and all modifications, enhancements, updates, upgrades, patches, workarounds, and fixes thereto, and any derivative works thereof to each of the foregoing.
“Subscription Term” is the length of the subscription specified in the applicable Order Form.
“Support” has the meaning specified in Section 3(c) below.
“Taxes” means any and all customs, duties, sales, use, value added, withholding, or other taxes, federal, state or otherwise, however designated, which are levied or imposed because of the transactions contemplated by this Agreement.
“Usage Data” means all data provided by, or on behalf of, Customer in connection with or by means of the Service, including via Support. Usage Data is not Customer Data and does not consist of Personal Data (as defined in the DPA).