Definitions
In this Agreement, unless the context or subject matter otherwise require:
‘Annual Partner Points’ means the annual points required by You to retain Partner Platinum status
and the benefits of that status as specified in the Schedule;
‘Business System/s’ means any business or organisational activity, action, process, task, information, method, program, concept, technique and/or other proprietary knowledge that accesses, uses, incorporates, engages, integrates with and/or is developed with or uses MYH’s proprietary framework, program or module;
‘Business System/s Owner’ means any person, business, organisation, Partner or Subscriber who contracts MYPCorp to design, develop, create or construct a Business System or Business Systems;
‘Partner’means the MYP Certified Partner or MYP Partner;
‘Certified Product Training’ means training provided to Users on the Products by a trainer certified by Us that enables the Subscriber to access Level 2 support from Us;
‘Clear Funds’ means money that has been deposited with Us and is free of any encumbrance and can be used in any lawful
manner determined solely by Us;
‘Confidential Information’ shall mean all the information relating to the Products including but not limited to:
- the pricing structure for the Products;
- business plans, marketing plans, information memorandums, product plans, source code and object code for the Products and trade secrets;
- all of Our other trade secrets and proprietary information relating to the Products, business affairs and finances
or other information made available to You in confidence and designated as Confidential Information by Us on or before
the date of such disclosure.
The Confidential Information does not include any information that:
- is or becomes generally known within the Territory without breach of the terms of this Agreement or any other non-disclosure agreement;
- is required to be disclosed pursuant to the order or court or agency or government entity having jurisdiction over
You; or
- is independently developed by You or is acquired by You from a third party through no act of wrongdoing or breach
of any nondisclosure agreement by the Certified Partner or such third party.
‘Current Subscriber/s’ means a person, company, trust or other entity that has subscribed to the Products and who, at that
time, are not in breach of any MYP website or subscription Terms and Conditions;
‘Documentation’ means all manuals, documents, brochures and technical information supplied by Us in relation to the Products;
‘Improvements’ means any improvement, modification, enhancement, derivative, application or use of the Products conceived,
created or arising during or subsequent to Your access to the Intellectual Property Rights including all Future Rights to such
Intellectual Property Rights;
‘Intellectual Property Rights’ means;
- jointly and severally any Rights as they relate to Our Confidential Information, trademarks or corporate indicia, the
copyright, the design rights, the patent rights, the eligible layout rights, the Improvements; and
- any application or Right to apply for registration of any of the Rights referred to in the subclause (a) so far as they
relate to, protect or form part of the Products.
‘Introduced Certified Partner’ means a person, company, trust or other entity who was introduced to Us by You and who has
subsequently become Our Certified Partner;
‘MYP Products License’ means the standard terms and conditions entered into between Us and any Subscriber as detailed on Our
website which may be varied by Us at any time in accordance with those terms and conditions;
‘Notice’ means a written notice, consent, approval, direction, order or other communication;
‘Obligation’ means any legal, equitable, contractual, statutory or other obligation, agreement, covenant, commitment, duty, undertaking or liability;
‘Products’ means MYP modules, apps, diagnostics, systems, reports, applications delivered in a Software-as-a-Service environment by Us and as they exist and are developed from time to time and over time;
‘Remuneration’ means the amount paid to Partners and/or Business System Owners as specified in the Schedule;
‘Right/s’ means an entitlement to ownership of property or some interest in either real or personal property;
‘Sales Target’ means the annual Product sales target for Certified Partners as specified in the Schedule in this Agreement;
‘Services’ means information, consulting, training, coaching, support and any other services provided by Us through Our staff, representatives, contractors or the MYP application;
‘Specified Persons’ means the person named as such in the Reference Schedule;
‘Subscriber’ means a person, company, trust or other entity that has subscribed to the Products;
‘Users’ means a person who has been granted access to the Products by a Current Subscriber.
