When used in these Terms, the following terms will have the following meanings:
Affiliates means a person that directly or indirectly Controls, is Controlled by, or is under common Control with another person, so long as such Control exists. For the purposes of this definition, Control means beneficial ownership of 50% or more of the voting power or equity in a person.
Confidential Information means any information or data disclosed by either Latana or Customer that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person or individual with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
Fees means the applicable fees as agreed in the Service Order, as may be updated from time to time in accordance with Section 4.5.
Latana Platform means all software products developed or owned by Latana (or any third party software legally acquired or licensed by Latana), together with all new releases or updates thereto, in each case used to provide the Services, including without limitation, code, text, software, scripts, and graphics, and any trademarks, service marks and logos, and any intellectual property rights to any of the foregoing.
Law means all applicable laws, rules and regulations, including, without limitation, data privacy and protection and export compliance laws.
Malicious Code means (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Service itself; or (ii) any device, method, or token whose knowing or intended purpose is to permit any person or individual to circumvent the normal security of the Service or the system containing the software code for the Service.
Objectionable Use means using the Service in a way that is defamatory, obscene, harassing, threatening, harmful or violates applicable Law.
Party(ies) means Latana and Customer.
Person means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or Governmental Authority. Unless expressly approved by Latana in writing, a “person” shall not be an individual.
Personally Identifiable Information or PII means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, bank or credit card account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual.
Platform Data means any data or information that is made available to Customer as part of the Service, including Platform Data that incorporates or is based on input, metrics, data or information collected or aggregated by Latana from third parties and Customer, including brands, brand values and/or information relating to the provision, use and performance of the Services. Platform Data may include data related to brand and survey data as well as data, content and information that is collected and/or curated by Latana, including survey questions, survey results, statistical data, brand insights, and analytical data.
Service means the access to, and permitted use of, the Latana Platform, including access to and use of Platform Data that Customer has subscribed for pursuant to a Service Order.
Service Order means a service order, quote or other similar document that sets forth the specific Service and pricing therefor, and that references these Terms and is mutually executed by the parties.
Start Date means the date that is designated in the Service Order as the start date.
Subscription Term means the Initial Subscription Term and any Renewal Subscription Terms (each as defined in Section 12.1).
Underlying Systems means the Latana Platform, IT solutions, systems and networks used to provide the Service, including any third-party solutions, systems and networks.
Users means Customer’s Affiliates, employees, representatives, consultants, contractors or agents who are authorized to use the Service by Customer and have unique user identifications and passwords for the Service.
Website means http://latana.com
or such other site notified to Customer by Latana in accordance with these Terms.