Advanced People Directory Terms of Use

This Contract (“Agreement”) is between you (“you” or “Customer”) and the publisher(“HappyWired”) from which you are procuring Offerings (defined below) and governs your use of Offeringspurchased through either Microsoft AppSource or Azure Marketplace (collectively, “Marketplace”).This Agreement is the parties’ entire agreement on this subject and merges and supersedes all relatedprior and contemporaneous agreements. By agreeing to these terms, you represent and warrant thatyou have the authority to accept this Agreement, and you also agree to be bound by its terms. ThisAgreement applies to all Orders entered into under this Agreement. Capitalized terms have themeanings given under “Definitions.”

1. LICENSE TO OFFERINGS

1.1 License grant. Offerings are licensed and not sold. Upon acceptance of an Order, and subject toCustomer’s compliance with this Agreement, Publisher grants Customer a nonexclusive andlimited license to use the ordered Offerings. These licenses are solely for Customer’s own useand business purposes and are nontransferable except as expressly permitted under thisAgreement or applicable law.

Offerings may contain or be provided with components that are subject to open-sourcesoftware licenses. Any use of those components may be subject to additional terms andconditions and Customer agrees that any applicable licenses governing the use of thecomponents will be incorporated by reference in this Agreement.

1.2 Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicablesubscription period set forth in the Order, unless renewed. Licenses granted for meteredOfferings billed periodically based on usage continue as long as Customer continues to pay forits usage of the Offerings. All other licenses become perpetual upon payment in full.

1.3 End Users. Customer will control access to and use of the Offerings by End Users and isresponsible for any use of the Offerings that does not comply with this Agreement.

1.4 Affiliates. Customer may order Offerings for use by its Affiliates. If it does, the licenses grantedto Customer under this Agreement will apply to such Affiliates, but Customer will have the soleright to enforce this Agreement against Publisher. Customer will remain responsible for allobligations under this Agreement and for its Affiliates’ compliance with this Agreement and anyapplicable Order(s).

1.5 Reservation of Rights. Publisher reserves all rights not expressly granted in this Agreement.Offerings are protected by copyright and other intellectual property laws and internationaltreaties. No rights will be granted or implied by waiver or estoppel. Rights to access or useOfferings on a device do not give Customer any right to implement Publisher’s patents or otherintellectual property in the device itself or in any other software or devices.

1.6 Restrictions. Except as expressly permitted in this Agreement, Documentation or an Order,Customer must not (and is not licensed to):

a. copy, modify, reverse engineer, decompile, or disassemble any Offering, or attempt todo so;b. install or use any third-party software or technology in any way that would subjectPublisher’s intellectual property or technology to any other license terms;c. work around any technical limitations in an Offering or restrictions in Documentation;d. separate and run parts of an Offering on more than one device;e. upgrade or downgrade parts of an Offering at different times;f. use an Offering for any unlawful purpose;g. transfer parts of an Offering separately; orh. distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use themto offer hosting services to a third party.

1.7 License transfers. Customer may only transfer fully-paid, perpetual licenses to (1) an Affiliate or(2) a third party solely in connection with the transfer of hardware to which, or employees towhom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or(B) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall anddiscontinue using the licensed Offering and render any copies unusable. Customer must notifyPublisher of a License transfer and provide the transferee a copy of this Agreement and anyother documents necessary to show the scope, purpose, and limitations of the licensestransferred. Attempted license transfers that do not comply with this section are void.

1.8 Feedback. Any Feedback is given voluntarily, and the provider grants to the recipient, withoutcharge, a non-exclusive license under provider’s owned or controlled non-patent intellectualproperty rights to make, use, modify, distribute, and commercialize the Feedback as part of anyof recipient’s products and services, in whole or in part and without regard to whether suchFeedback is marked or otherwise designated by the provider as confidential. The providerretains all other rights in any Feedback and limits the rights granted under this section tolicenses under its owned or controlled non-patent intellectual property rights in the Feedback(which do not extend to any technologies that may be necessary to make or use any product orservice that incorporates, but are not expressly part of, the Feedback, such as enablingtechnologies).

2. PRIVACY

2.1 EU Standard Contractual Clauses. To the extent applicable, the parties will abide by therequirements of European Economic Area and Swiss data protection law regarding thecollection, use, transfer, retention, and other processing of Personal Data from the EuropeanEconomic Area and Switzerland. All transfers of Customer Data out of the European Union,European Economic Area, and Switzerland will be governed by the Standard ContractualClauses, as designated by the European Commission, made available by the Publisher at theapplicable URL for such terms or as otherwise communicated to Customer.

2.2 Personal Data. Customer consents to the processing of Personal Data by Publisher and itsAffiliates, and their respective agents and Subcontractors, as provided in this Agreement. Beforeproviding Personal Data to Publisher, Customer will obtain all required consents from thirdparties (including Customer’s contacts, partners, distributors, administrators, and employees)under applicable privacy and Data Protection Laws.

2.3 Processing of Personal Data; GDPR. To the extent Publisher is a processor or subprocessor ofPersonal Data subject to the GDPR, the Standard Contractual Clauses govern that processing andthe parties also agree to the following terms in this subsection (“Processing of Personal Data;GDPR”):

a. Processor and Controller Roles and Responsibilities. Customer and Publisher agree thatCustomer is the controller of Personal Data and Publisher is the processor of such data,except when (a) Customer acts as a processor of Personal Data, in which case Publisheris a subprocessor or (b) stated otherwise in any Offering-specific terms. Publisher willprocess Personal Data only on documented instructions from Customer. In any instancewhere the GDPR applies and Customer is a processor, Customer warrants to Publisherthat Customer’s instructions, including appointment of Processor as a processor orsubprocessor, have been authorized by the relevant controller.b. Processing Details. The parties acknowledge and agree that:i. the subject-matter of the processing is limited to Personal Data within the scopeof the GDPR;ii. the duration of the processing will be for the duration of the Customer’s right touse the Offering and until all Personal Data is deleted or returned in accordancewith Customer instructions or the terms of this Agreement;iii. the nature and purpose of the processing will be to provide the Offeringpursuant to this Agreement;iv. the types of Personal Data processed by the Offering include those expresslyidentified in Article 4 of the GDPR; andv. the categories of data subjects are Customer’s representatives and end users,such as employees, contractors, collaborators, and customers, and other datasubjects whose Personal Data is contained within any data made available toPublisher by Customer.c. Data Subject Rights; Assistance with Requests. Publisher will make informationavailable to Customer in a manner consistent with the functionality of the Offering andPublisher’s role as a processor of Personal Data of data subjects and the ability to fulfilldata subject requests to exercise their rights under the GDPR. Publisher will comply withreasonable requests by Customer to assist with Customer’s response to such a datasubject request. If Publisher receives a request from Customer’s data subject to exerciseone or more of its rights under the GDPR in connection with an Offering for whichPublisher is a data processor or subprocessor, Publisher will redirect the data subject tomake its request directly to Customer. Customer will be responsible for responding toany such request including, where necessary, by using the functionality of the Offering.Publisher will comply with reasonable requests by Customer to assist with Customer’sresponse to such a data subject request.d. Use of Subprocessors. Customer consents to Publisher using the subprocessors listed atthe applicable Publisher URL or as otherwise communicated to Customer. Publisherremains responsible for its subprocessors’ compliance with the obligations herein.Publisher may update its list of subprocessors from time to time, by providing Customerat least 14 days notice before providing any new subprocessor with access to PersonalData. If Customer does not approve of any such changes, Customer may terminate anysubscription for the affected Offering without penalty by providing, prior to expirationof the notice period, written notice of termination that includes an explanation of thegrounds for non-approval.e. Records of Processing Activities. Publisher will maintain all records required by Article30(2) of the GDPR and, to the extent applicable to the processing of Personal Data onbehalf of Customer, make them available to Customer upon request.

2.4 Security. Publisher will take appropriate security measures that are required by Data ProtectionLaws and in accordance with good industry practice relating to data security.

2.5 Support Data. Publisher may collect and use Support Data internally to provide technicalsupport for the Offering. Publisher will not use Support Data for any other purpose unlessotherwise agreed in writing by the parties.

3. CONFIDENTIALITY

3.1 Non-Disclosure Agreement. The parties will treat all confidential information exchangedbetween the parties under this Agreement in accordance with the separate nondisclosureagreement (“NDA”) executed by the parties. If no separate NDA is in effect, the followingprovisions apply to the parties’ exchange of confidential information.

3.2 Confidential Information. “Confidential Information” is non-public information that isdesignated “confidential” or that a reasonable person should understand is confidential,including, but not limited to, Customer Data, Support Data, the terms of this Agreement, andCustomer’s account authentication credentials. Confidential Information does not includeinformation that: (1) becomes publicly available without a breach of a confidentiality obligation;(2) the receiving party received lawfully from another source without a confidentialityobligation; (3) is independently developed; or (4) is a comment or suggestion volunteered aboutthe other party’s business, products, or services.

3.3 Protection of Confidential Information. Each party will take reasonable steps to protect theother’s Confidential Information and will use the other party’s Confidential Information only forpurposes of the parties’ business relationship. Neither party will disclose ConfidentialInformation to third parties, except to its Representatives, and then only on a need-to-knowbasis under nondisclosure obligations at least as protective as this Agreement. Each partyremains responsible for the use of Confidential Information by its Representatives and, in theevent of discovery of any unauthorized use or disclosure, must promptly notify the other party.

3.4 Disclosure required by law. A party may disclose the other’s Confidential Information if requiredby law, but only after it notifies the other party (if legally permissible) to enable the other partyto seek a protective order.

3.5 Duration of Confidentiality obligation. These obligations apply: (1) for Customer Data, until it isdeleted by Publisher; and (2) for all other Confidential Information, for a period of five yearsafter a party receives the Confidential Information.

4. SERVICE LEVEL AGREEMENTS (SLA)

Publisher may offer further availability and support obligations for an Offering. Such servicelevel agreement (“SLA”) will be made available by the Publisher at the applicable URL for suchSLA or as otherwise communicated to Customer.

5. VERIFYING COMPLIANCE

5.1 Customer must keep records relating to Offerings it and its Affiliates use or distribution. AtPublisher’s expense, Publisher may verify Customer’s and its Affiliates’ compliance with thisAgreement by directing an independent auditor (under nondisclosure obligations) to conduct anaudit or ask Customer to complete a self-audit process. Customer must promptly provide anyinformation and documents that Publisher or the auditor reasonably requests related to theverification and access to systems running the Offerings. If verification or self-audit reveals anyunlicensed use, Customer must order sufficient licenses to cover the period of its unlicenseduse. The audits may be conducted more frequently, if required by the party’s auditors and/orregulators, of books and records related to this Agreement. The expenses for all such audit willbe borne by the party conducting the audit. All information and reports related to theverification process will be Confidential Information and used solely to verify compliance.

5.2 Upon request, Publisher will make available to Customer all information necessary to conductan audit and demonstrate compliance under GDPR provisions for the processing of PersonalData. Customer may request information through a security questionnaire or self-attestation.

6. REPRESENTATION AND WARRANTIES

6.1 Publisher continuously represents and warrants that:a. it has full rights and authority to enter into, perform under, and grant the rights in, thisAgreement;b. its performance will not violate any agreement or obligation between it and any thirdparty;c. the Offering will substantially conform to the Documentation;d. the Offering will not:i. to the best of Publisher’s knowledge, infringe or violate any third party patent,copyright, trademark, trade secret, or other proprietary right; orii. contain viruses or other malicious code that will degrade or infect any products,services, software, or Customer’s network or systems, ande. while performing under this Agreement, Publisher will comply with law, including DataProtection Laws and Anti-Corruption Laws, and will provide training to its employeesregarding Anti-Corruption Laws.

6.2 Disclaimer. Except as expressly stated in this Agreement, the Offering is provided as is. To themaximum extent permitted by law, Publisher disclaims any and all other warranties (express,implied or statutory, or otherwise) including of merchantability or fitness for a particularpurpose, whether arising by a course of dealing, usage or trade practice, or course ofperformance.

7. DEFENSE OF THIRD-PARTY CLAIMS

7.1 By Customer. Customer will defend Publisher and its Affiliates from and against any and all thirdparty claims, actions, suits, proceedings arising from or related to: Customer’s or any authorizeduser’s violation of this Agreement or user terms (a “Claims Against Publisher”), and willindemnify Publisher and its Affiliates for all reasonable attorney’s fees incurred and damagesand other costs finally awarded against Publisher or its Affiliates in connection with or as a resultof, and for amounts paid by Publisher or its Affiliates under a settlement Customer approves ofin connection with a Claim Against Publisher. Publisher must provide Customer with promptwritten notice of any Claims Against Publishers and allow Customer the right to assume theexclusive defense and control of the claim and cooperate with any reasonable requests assistingCustomer’s defense and settlement of such matter.

7.2 By Publisher. Publisher will defend Customer from and against any and all third party claims,actions, suits, proceedings, and demands alleging that: (i) the use of the Offering as permittedunder the Contract infringes or misappropriates a third party’s intellectual property rights and(ii) any violation of applicable law including Data Protection Laws (a “Claim Against Customer”),and will indemnify Customer for all reasonable attorney’s fees incurred and damages and othercosts finally awarded against Customer in connection with or as a result of, and for amountspaid by Customer under a settlement Publisher approve of in connection with a Claim AgainstCustomer; provided, however, that the Publisher has no liability if a Claim Against Customerarises from: (1) Customer Data or non-Publisher products, including third-party software; and(2) any modification, combination or development of the Offering that is not performed orauthorized in writing by Publisher, including in the use of any application programming interface(API). Customer must provide Publisher with prompt written notice of any Claim AgainstCustomer and allow Publisher the right to assume the exclusive defense and control andcooperate with any reasonable requests assisting Publisher’s defense and settlement of suchmatter. This section states Publisher sole liability with respect to, and Customer’s exclusiveremedy against Publisher for, any Claim Against Customer.

7.3 Notwithstanding anything contained in the above subsections (a) and (b), (1) an indemnifiedparty will always be free to choose its own counsel if it pays for the cost of such counsel; and (2)no settlement may be entered into by an indemnifying party, without the express writtenconsent of the indemnified parties (such consent not to be unreasonably withheld), if: (A) thethird party asserting the claim is a government agency; (B) the settlement arguably involves themaking of admissions by the indemnified parties; (C) the settlement does not include a fullrelease of liability for the indemnified parties; or (D) the settlement includes terms other than afull release of liability for the indemnified parties and the payment of money.

8. LIMITATION OF LIABILITY

For each Offering, each party’s maximum, aggregate liability to the other under this Agreementis limited to direct damages finally awarded in an amount not to exceed the amounts Customerwas required to pay for the Offerings during the term of the applicable licenses, subject to thefollowing:

a. Subscriptions. For Offerings ordered on a subscription basis, Publisher’s maximumliability to Customer for any incident giving rise to a claim will not exceed the amountCustomer paid for the Offering during the 12 months before the incident or $500,000,whichever is greater.For Offerings ordered on a subscription basis, Publisher’s maximum liability to Customerfor any unauthorized access, use, or disclosure of Customer Data due to a breach ofPublisher’s obligations under Section II(6) (Security), Publisher’s maximum liability toCustomer will not exceed two times (2x) the amount Customer paid for the Offeringduring the 12 month before the incident or $2,000,000, whichever is greater.b. Free Offerings and distributable code. For Offerings provided free of charge and codethat Customer is authorized to redistribute to third parties without separate payment toPublisher, Publisher’s liability is limited to direct damages finally awarded up toUS$5,000.c. No Indirect Damages. In no event will either party be liable for indirect, incidental,special, punitive, or consequential damages, or loss of use, loss of profits, orinterruption of business, however caused or on any theory of liability.d. Exceptions. No limitation or exclusions will apply to liability arising out of either party’s:(1) confidentiality obligations under Section 3 (except for liability related to CustomerData, which will remain subject to the limitations and exclusions above); (2) defenseobligation under Section 7; (3) violation of the other party’s intellectual property rights;or (4) gross negligence, willful misconduct, or fraud.

9. PRICING AND PAYMENT

Microsoft will invoice and charge Customer under the terms of the Microsoft CommercialMarketplace Terms of Use and applicable Order.

10. TERM AND TERMINATION

10.1 Term. This Agreement is effective until terminated by a party, as described below. The term foreach Order will be set forth therein.

10.2 Termination without cause. Unless otherwise set forth in an Order, either party may terminatethis Agreement or any Order without cause on 60 days’ notice. Termination without cause willnot affect Customer’s perpetual licenses, and licenses granted on a subscription basis willcontinue for the duration of the subscription period(s), subject to the terms of this Agreement.Publisher will not provide refunds or credits for any partial subscription period(s) if theAgreement or an Order is terminated without cause.

10.3 Termination for cause. Without limiting other remedies it may have, either party may terminatethis Agreement or any Order immediately on notice if (i) the other party materially breaches theAgreement or an Order, and fails to cure the breach within 30 days after receipt of notice of thebreach; or (ii) the other party becomes Insolvent. Upon such termination, the following willapply:

a. All licenses granted under this Agreement will terminate immediately except for fullypaid, perpetual licenses.b. All amounts due under any unpaid invoices will become due and payable immediately.For metered Offerings billed periodically based on usage, Customer must immediatelypay for unpaid usage as of the termination date.c. If Publisher is in breach, Customer will receive a credit for any subscription fees,including amounts paid in advance for unused consumption for any usage period afterthe termination date.

10.4 Suspension. Publisher may suspend use of the Offering without terminating this Agreementduring any period of material breach. Publisher will give Customer reasonable notice beforesuspending the Offering. Suspension will only be to the extent reasonably necessary.

10.5 Refund. For Offerings ordered on a subscription basis that are $100,000 or more, if Publisherbreaches any of the foregoing warranties and those breaches remain uncured for 30 days,Customer may terminate this Agreement and Publisher will provide Customer a full refund of allfees paid to Publisher.

10.6 Survival. The terms of this Agreement, including the applicable Order, that are likely to requireperformance, or have application to events that may occur, after the termination or expirationof this Agreement or any Order, will survive termination or expiration, including all indemnityobligations and procedures.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement supersedes all prior and contemporaneous communications,whether written or oral, regarding the subject matter covered in this Agreement. If there is aconflict between any parts of this Agreement, the following order of precedence will apply:a. Order;b. this Agreement;c. Service Level Agreement (SLA); andd. Documentation.11.2 Independent contractors. The parties are independent contractors. Customer and Publishereach may develop products independently without using the other’s Confidential Information.

11.3 Agreement not exclusive. Customer is free to enter into agreements to license, use, andpromote the services of others.

11.4 Amendments. Unless otherwise agreed in a writing signed by both parties, Publisher will notchange the terms of this Agreement, including privacy terms, during the term of this Agreement.

11.5 Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the otherparty in writing of the assignment. Customer consents to the assignment to an Affiliate or thirdparty, without prior notice, of any rights Publisher may have under this Agreement to receivepayment and enforce Customer’s payment obligations, and all assignees may further assign suchrights without further consent. Furthermore, either party may assign this Agreement withoutthe consent of the other party in connection with a merger, reorganization, acquisition, or othertransfer of all or substantially all of such party’s assets. Any other proposed assignment of thisAgreement must be approved by the non-assigning party in writing. Assignment will not relievethe assigning party of its obligations under the assigned Agreement. Any attempted assignmentwithout required approval will be void.

11.6 Severability. If any part of this Agreement is held to be unenforceable, the rest of theAgreement will remain in full force and effect.

11.7 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Anywaiver must be in writing and signed by the waiving party.

11.8 No third-party beneficiaries. This Agreement does not create any third-party beneficiary rightsexcept as expressly provided by its terms.

11.9 Notices. Notices must be in writing and will be treated as delivered on the date received at theaddress, date shown on the return receipt, email transmission date, or date on the courier or faxconfirmation of delivery. Notices to Publisher must be sent to the address stated in the Order.Notices to Customer will be sent to the individual at the address Customer identifies on itsaccount as its contact for notices. Publisher may send notices and other information toCustomer by email or other electronic form.

11.10 Applicable law.a. United States and Canada. If you acquired the Offering in the United States or Canada,the laws of the state or province where you live (or, if a business, where your principalplace of business is located) govern the interpretation of these terms, claims for breachof them, and all other claims (including consumer protection, unfair competition, andtort claims), regardless of conflict of law principles.b. Outside the United States and Canada. If you acquired the Offering in any othercountry, the laws of that country apply.

11.11 Order of precedence. The body of this Agreement will take precedence over any conflictingterms in other documents that are part of this Agreement that are not expressly resolved inthose documents. Terms in an amendment control over the amended document and any prioramendments concerning the same subject matter.

11.12 Government procurement rules. By accepting this Agreement, Customer represents andwarrants that: (1) it has complied and will comply with all applicable government procurementlaws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreementsatisfies all applicable procurement requirements.

11.13 Compliance with laws. Publisher will comply with all laws and regulations applicable to itsprovision of the Offerings. Publisher will obtain and maintain any approvals, licenses, filings, orregistrations necessary to its performance, and will comply with all law (including law related toexport, corruption, money laundering, or any combination of these). Customer must alsocomply with laws applicable to their use of the Offerings.

11.14 Construction. Neither party has entered this Agreement in reliance on anything not containedor incorporated in it. This Agreement is in English only. Any translation of this Agreement intoanother language is for reference only and without legal effect. If a court of competentjurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemedmodified as necessary to make it enforceable, and the rest of the Agreement will be fullyenforced to affect the parties’ intent. Lists of examples following “including”, “e.g.”, “forexample”, or the like are interpreted to include “without limitation,” unless qualified by wordssuch as “only” or “solely.” This Agreement will be interpreted according to its plain meaningwithout presuming that it should favor either party. Unless stated or context requires otherwise:a. all internal references are to this Agreement and its parties;b. all monetary amounts are expressed and, if applicable, payable, in U.S. dollars;c. URLs are understood to also refer to successors, localizations, and information orresources linked from within websites at those URLs;d. a party’s choices under this Agreement are in its sole discretion, subject to any impliedduty of good faith;e. “written” or “in writing” means a paper document only, except where email is expresslyauthorized;f. “days” means calendar days;g. “may” means that the applicable party has a right, but not a concomitant duty,h. “partner,” if used in this Agreement or related documents, is used in its common,marketing sense and does not imply a partnership;i. “current” or “currently” means “as of the Effective Date” but “then-current” means thepresent time when the applicable right is exercised or performance rendered ormeasured;j. “notify” means to give notice under subsection (i) above; andk. a writing is “signed” when it has been hand-signed (i.e., with a pen) or signed via anelectronic signature service by a duly authorized representative of the signing party.

12. DEFINITIONS

“Affiliate” means any legal entity that controls, is controlled by, or is under common controlwith a party.

“Anti-Corruption Laws” means all laws against fraud, bribery, corruption, inaccurate books andrecords, inadequate internal controls, money-laundering, and illegal software, including the U.S.Foreign Corrupt Practices Act.

“Control” means ownership of more than a 50% interest of voting securities in an entity or thepower to direct the management and policies of an entity.

“Confidential Information” is defined in the “Confidentiality” section.

“Customer Data” means all data, including all text, sound, software, image or video files that areprovided to Publisher or its Affiliates by, or on behalf of, Customer and its Affiliates through useof the Offering. Customer Data does not include Support Data.

“Data Protection Law” means any law applicable to Publisher or Customer, relating to datasecurity, data protection and/or privacy, including Regulation (EU) 2016/679 of the EuropeanParliament and of the Council of 27 April 2016 on the protection of natural persons with regardto processing of personal data and the free movement of that data (“GDPR”), and anyimplementing, derivative or related legislation, rule, regulation, and regulatory guidance, asamended, extended, repealed and replaced, or re-enacted.“Documentation” means all user manuals, handbooks, training material, requirements, andother written or electronic materials Publisher makes available for, or that result from use of,the Offering.

“End User” means any person Customer permits to use an Offering or access Customer Data.

“Feedback” means ideas, suggestions, comments, input, or know-how, in any form, that oneparty provides to the other in relation to recipient’s Confidential Information, products, orservices. Feedback does not include sales forecasts, future release schedules, marketing plans,financial results, and high-level plans (e.g., feature lists) for future products.

“Insolvent” means admitting in writing the inability to pay debts as they mature; making ageneral assignment for the benefit of creditors; suffering or permitting the appointment of atrustee or receiver for all or any of its (i.e., the non-terminating party’s) assets, unless suchappointment is vacated or dismissed within 60 days from the date of appointment; filing (orhaving filed) any petition as a debtor under any provision of law relating to insolvency, unlesssuch petition and all related proceedings are dismissed within 60 days of such filing; beingadjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry onbusiness.

“Offering” means all services, websites (including hosting), solutions, platforms, and productsidentified in an Order and that Publisher makes available under or in relation to this Agreement,including the software, equipment, technology, and services necessary for Publisher to providethe foregoing. Offering availability may vary by region.

“Order” means an ordering document used to transact the Offering via the Marketplace.“Personal Data” means any information relating to an identified or identifiable natural person.“Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.“Standard Contractual Clauses” means the standard data protection clauses for the transfer ofpersonal data to processors established in third countries which do not ensure an adequatelevel of data protection, as described in Article 46 of the GDPR.“Subcontractor” means any third party: (1) to whom Publisher delegates its obligations underthis Agreement, including a Publisher Affiliate not contracting directly with Customer through anOrder; or (2) who, in performing under a contract between it and Publisher or a PublisherAffiliate, stores, collects, transfers or otherwise processes Personal Data (obtained or accessedin connection with performing under this Agreement) or other Customer ConfidentialInformation.“Support Data” means all data, including all text, sound, video, image files, or software, that areprovided to Publisher by or on behalf of Customer (or that Customer authorizes Publisher toobtain from an Offering) through an engagement with Publisher to obtain technical support forthe Offering covered under this Agreement.“Use” means to copy, download, install, run, access, display, use or otherwise interact with.