The following definitions shall be used for purposes of this Agreement.
1.1. “Affiliate” means, in relation to a party, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with that party from time to time.
1.2. “Control” means, in relation to a corporate entity, the power, by operation of law or as a matter of fact, to exercise, whether directly or indirectly, a decisive influence on the orientation of such entity’s management or the appointment of the majority of its directors; “Controls” and “Controlled” will be interpreted accordingly.
1.3. “Documentation” means the program guides, manuals, release notes, reference guides, specifications or other documents relating to the Hosted Services provided or made available by Mastercard or its Affiliates to the Subscriber, from time to time.
1.4. “Effective Date” means (i) in the case of Reseller Subscription, the effective date set forth in the Purchase Order; (ii) in the case of a Direct Enrollment Subscription, the effective date set forth in the Enrollment Form; and (iii) in the case of a Free Trial or Other Direct Subscription, the date that Mastercard first makes the Hosted Services available to Subscriber.
1.5. “Error” means a material failure of the Hosted Services to conform to its functional specifications, excluding failures resulting from Subscriber’s or its Users’ negligence or improper use of the Hosted Services.
1.6. “Government Subscriber” means a government, whether at supranational, federal, state, provincial or municipal, an agency, body, authority or instrumentality of a government and includes any entity, including a commercial entity, where any government or combination of governments hold the controlling equity interest or other means of control.
1.7. “Hosted Service(s)” means software, data, and services and updates thereto developed and owned by RiskRecon that are either (i) purchased by Subscriber from Reseller, as reflected in a Purchase Order, and made available by Mastercard or its Affiliates to Subscriber over a network; or (ii) made available by Mastercard or its Affiliates to Subscriber over a network in connection with a Free Trial, Direct Enrollment Subscription or Other Direct Subscription.
1.8. “Intellectual Property Rights” means any and all now or hereafter known tangible and intangible: (a) rights associated with works of authorship throughout the world, including copyrights or works of copyright, moral rights, and mask-works; (b) Marks and similar rights; (c) trade secret rights; (d) patents, designs, algorithms, and other industrial property rights; (e) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated (including domain names, logos, “rental” rights, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and (f) all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof currently or hereafter in force (including any derivative rights in any of the foregoing).
1.9. “Marks” means the Mastercard Contracting Party as defined in Section 12.1.
1.10. “Mastercard” means (i) in the case of a Direct Enrollment Subscription, the Mastercard entity that signs the Enrollment Form; and (ii) in all other cases, MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation with offices at 2000 Purchase Street, Purchase, New York, 10577, or if the Subscriber is located outside of North America, the Affiliate of Mastercard International Incorporated that is the Mastercard contracting party for the jurisdiction in which Subscriber is located (“Mastercard”).
1.11. “Mastercard Binding Corporate Rules” means the Mastercard Binding Corporate Rules as approved by the EEA data protection authorities and available at https://www.mastercard.us/content/dam/mccom/global/documents/mastercard-bcrs.pdf.
1.12. “Mastercard Group” means Mastercard and its Affiliates.
1.13. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly, or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
1.14. “Processing of Personal Data” (or “Processing/Process”) means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
1.15. “Purchase Order” means in the case of a Reseller Subscription, a purchase order, invoice, quote, agreement or other documentation between Subscriber and Reseller setting forth the Hosted Services and Subscription Quantities purchased by Subscriber from Reseller, the Territory within which Subscriber may use the Hosted Services and the fees to be paid by Subscriber for the Hosted Services.
1.16. “Report” means any output resulting from the Hosted Services data which is available online for viewing via the Hosted Services and downloadable, including in electronic format such as .pdf.
1.17. “Subscription Quantity” means (i) in the case of a Reseller Subscription, the quantity of subscriptions purchased as described in a Purchase Order; (ii) in the case of a Direct Enrollment Subscription, the quantity of subscriptions purchased as described in the Enrollment Form; and (iii) in the case of a Free Trial or Other Direct Subscription, the quantity of subscriptions that Mastercard or its Affiliates make available to Subscriber.
1.18. “Term” means (i) in the case of a Reseller Subscription, the term applicable to any Hosted Service as set forth in the applicable Purchase Order; (ii) in the case of a Direct Enrollment Subscription, the Initial Term together with any Renewal Term, as described in Section 2.1.3; and (iii) in the case of a Free Trial or Other Direct Subscription, the length of the Free Trial or Other Direct Subscription, as determined by Mastercard, in its sole discretion.
1.19. “Territory” means, unless otherwise specifically provided for in writing by Mastercard, the jurisdiction where the principal place of business of Subscriber is located.
1.20. “User” means an individual who is authorized by Subscriber to use the Hosted Services, for whom subscriptions to the Hosted Services have been purchased, and who have been supplied user identifications and passwords by Subscriber (or by Mastercard or its Affiliates, at Subscriber's request). Users may include but are not limited to employees, consultants, contractors and agents of Subscriber. Without limiting the foregoing, Users may also include Vendors authorized by Subscriber and permitted to access the Hosted Services to view Reports on a limited basis via an invitation-only process managed by Mastercard or its Affiliates for the purposes of understanding such Vendor’s own cybersecurity risk profile in order to mitigate Subscriber’s cybersecurity risk management concerns in relation to such Vendor.
1.21. “Vendor” means a third-party technology provider or service provider Subscriber monitors or intends to monitor via the Hosted Services.