ALP-SaaS Subscription Service Terms and Conditions
Access to and use of the ALP-SaaS Subscription Service (the “Offering” as more fully defined below) is subject to these ALP-SaaS Subscription Service Terms and Conditions (the “Terms”) together with an Order Form setting forth pricing, invoicing, duration and other agreed upon terms signed by Publisher and Customer (the “Order”), which together comprises the entire agreement on this subject (the “Agreement”).
Both parties acknowledge that Microsoft is not a party to this Agreement, nor in any way responsible for the parties’ actions or obligations under this Agreement. Microsoft’s relationship with Customer and Publisher is solely governed by Microsoft’s respective agreements with each party; Microsoft otherwise disclaims all liability resulting from this Agreement (including any Orders).
I.	Access to Offerings
a.	Subscription grant. Upon the Parties’ execution of an Order, and subject to Customer’s compliance with the Agreement, Publisher grants Customer a limited, nonexclusive, nontransferable, revocable right in the Territory (as set out in the Order) to access and use of one instance of the Offering by End Users during the Term (as set out in the Order). This access and use is solely for Customer’s own internal business use for the purpose of lawfully operating a Loyalty Program for Customer’s own business and customers, and is nontransferable and non-assignable except as expressly permitted under this Agreement or applicable law. 
b.	Duration of Subscription. Access to and use of the Offering is granted on a subscription basis for the Term set out in the applicable Order. 
c.	End Users and Access. Customer will control access to and use of the Offerings by End Users and is responsible for all actions of its End Users and any use of the Offerings that does not comply with this Agreement. Customer is responsible to prevent unauthorized access to, or use of, the Offering and will immediately notify Publisher of any unauthorized use or access of which it becomes aware.
d.	Reservation of Rights. Publisher reserves all rights not expressly granted in this Agreement. Offerings are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use Offerings on a device do not give Customer any right to implement Publisher’s patents or other intellectual property in the device itself or in any other software or devices.
e.	Restrictions. Except as expressly permitted in this Agreement Customer must not (and is not licensed or permitted to):
(1)	copy, modify, reverse engineer, decompile, or disassemble any Offering, or attempt to do so;
(2)	install or use any third-party software or technology in any way that would subject Publisher’s intellectual property or technology to any other license terms;
(3)	work around any technical limitations in an Offering or restrictions in Documentation;
(4)	use an Offering for any unlawful purpose or that is in any way unlawful or that is in any way hateful, obscene, libelous, threatening or defamatory;
(5)	distribute, sublicense, rent, lease, sell, resell, or lend any Offerings or Materials, in whole or in part, or use them to offer hosting services to a third party.
(6)	allow access or use of the Offering or Materials by any third party or computer system
(7)	demonstrate or disclose the results of any testing or benchmarking of the Offering or any Publisher system or Materials
f.	Feedback. Any Feedback is given voluntarily, and the Customer grants to Publisher, without charge, a non-exclusive license to make, use, modify, distribute, and commercialize the Feedback as part of any of Publisher’s products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential. 
g.	Enhancements.  Customer acknowledges that in addition to the features and functionality initially available through the Offering, features and functionality may be added to or removed from the Offering, and certain existing features and functionality may be modestly or significantly enhanced or modified (“Enhancements”).  In some cases, an Enhancement may be made available to Customer subject to the payment of certain incremental fees. Customer’s use of any such Enhancements will be subject to such associated or incremental fees provided that Customer has received at least 30 days’ advanced notice of any imposition of such fees.
II.	Pricing and payment terms.
a.	Customer’s pricing and payment terms for a given order will be as set forth in and governed by the applicable Order. Customer will not setoff any amounts due to Publisher.  Except for specific outstanding amounts that are contested by Customer in good faith, provided Customer has given Publisher written notice of the same and reasonably cooperates with Publisher to resolve the dispute: (1) amounts not paid in full when due will bear interest at the rate of one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is less; and (2) Publisher reserves the right to suspend any services, including Customer’s access to and use of the Offering if any amounts due to Publisher remain unpaid for more than 30 days.
III.	Term and termination.
a.	Term. The term of this Agreement will be as described in the applicable Order unless earlier terminated by a party as described below or in the applicable Order. 
b.	Termination for cause. Without limiting other remedies it may have, either party may terminate this Agreement or any Order immediately on notice if (i) the other party materially breaches the Agreement or an Order, and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) the other party becomes Insolvent. Upon such termination, the following will apply:
(1)	All licenses and subscriptions granted under this Agreement will terminate immediately.
(2) 	All amounts due under any unpaid invoices will become due and payable immediately. 
(3)	If Publisher is in breach, Publisher will refund Customer any subscription fees paid in advance for the unused portion of any usage period after the termination date.
c.	Suspension. Without limiting any of its options otherwise available at law or in this Agreement, Publisher may suspend use of the Offering without terminating this Agreement during any period of material breach. 
d.	Survival. The terms of this Agreement, including the applicable Order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Order, will survive termination or expiration, including all indemnity obligations and procedures.
IV.	Privacy.
a.	EU Standard Contractual Clauses. To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Customer Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, made available by the Publisher at the applicable URL for such terms, made part of the Order, or as otherwise communicated to Customer.
b.	Personal Data. Before providing Personal Data to Publisher, Customer represents and warrants that any and all Personal Data is solicited, collected, stored, processed and transferred in accordance with, and the use and disclosure hereunder will comply with, all applicable laws, rules and regulations, (including gaining all necessary consents) and any obligations it may have under any contract or otherwise. Publisher will not retain, use or disclose Personal Data received from Customer under this Agreement for any purpose other than the specific purpose of performing the services specified in this Agreement for Client’s business or as otherwise agreed upon in writing (including retaining, using, or disclosing the personal information for a commercial purpose other than providing such services) however Publisher may retain, use and disclose non-identifiable (anonymized) data derived from Personal Data. Customer will not transfer or otherwise make available to Publisher any Protected Health Information as described by the Health Insurance Potability and Accountability Act of 1996 (“HIPAA”), nor any Cardholder Data as described by Payment Card Industry (“PCI”) security standards. 
c.	Processing of Personal Data. To the extent Publisher is a processor or subprocessor of Personal Data subject to GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection (“Processing of Personal Data”):
(1)	Processor and Controller Roles and Responsibilities. Customer and Publisher agree that Customer 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 Publisher is a subprocessor or (b) stated otherwise in any Offering-specific terms. Publisher will process Personal Data only: (i) to perform its obligations and rights under this Agreement; or (ii) according to documented instructions from Customer. In any instance where GDPR applies and Customer is a processor, Customer warrants to Publisher that Customer’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller.
(2)	Processing Details. The parties acknowledge and agree that:
(A)	the duration of the processing will be for the duration of the Customer’s right to use the Offering and until all Personal Data is deleted or returned in accordance with the terms of this Agreement or as otherwise agreed upon by the parties;
(B)	the nature and purpose of the processing will be to provide the Offering pursuant to this Agreement;
(C)	the categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, customers, loyalty program participants, and other data subjects whose Personal Data is contained within any data made available to Publisher by Customer.
(D)	Customer will not supply, provide, process, disclose or cause Publisher to receive or process any sensitive personal data as defined by GDPR.
(3)	Data Subject Rights; Assistance with Requests. Publisher will make information available to Customer, in a manner consistent with Publisher’s role as a processor of Personal Data, of data subjects requests to exercise their rights under GDPR, CCPA and any other law providing such rights. If Publisher receives a request from Customer’s data subject to exercise one or more of its rights under GDPR, CCPA, or any other law providing such rights, in connection with an Offering for which Publisher is a data processor or subprocessor, Publisher will, as allowed by law, redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request and Publisher will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.
(4)	Use of Subprocessors. Customer consents Publisher’s use of subcontractors, and to the processing of Personal Data by Publisher and its Affiliates, and their respective agents and subcontractors, to allow Publisher to perform the obligations and enforce it rights as described in this Agreement. Publisher remains responsible for such subcontractors’ compliance with the obligations herein. 
V.	Confidentiality.
a.	Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, Personal Data, the terms of this Agreement, and Customer’s account authentication credentials. Confidential Information does not include information that: (1) is or becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed without regard to the other party’s confidential information; (4) was already in the receiving party’s possession prior to receiving the information from the disclosing party; or (5) is a comment or suggestion volunteered about the other party’s business, products or services.
b.	Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
c.	Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party in writing (if legally permissible) to enable the other party to seek a protective order.
d.	Duration of Confidentiality obligation. These obligations apply: (1) for Customer Data, until it is deleted by Publisher; and (2) for all other Confidential Information, for a period of five years after the termination of the Agreement.
e.	Return of Confidential Information and Customer Data. Upon request of the disclosing party, or the termination or expiration of this Agreement, the receiving Party shall, to the extent commercially practicable, destroy the disclosing party’s Confidential Information and, at the disclosing party’s request, certify the same. 
VI.	Representations, warranties and Disclaimers.
a.	Publisher continuously represents and warrants that:
(1)	it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement; and
	(2)	its performance will not violate any agreement or obligation between it and any third party.
b.	Customer continuously represents and warrants that:
(1)	it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement; and
(2)	its performance will not violate any agreement or obligation between it and any third party.
c.	Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE OFFERING IS PROVIDED “AS-IS.”  TO THE MAXIMUM EXTENT PERMITTED BY LAW, PUBLISHER DISCLAIMS ANY AND ALL OTHER WARRANTIES (EXPRESS, IMPLIED OR STATUTORY, OR OTHERWISE) INCLUDING OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR COURSE OF PERFORMANCE, OR THAT THE OFFERING OR ACCESS THERETO WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, CURRENT OR UNINTERRUPTED, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED.  CUSTOMER AGREES THAT THE OFFERING MAY BE SUBJECT TO THE LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND WILL NOT SEEK TO HOLD PUBLISHER RESPONSIBLE FOR, AND PUBLISHER WILL NOT BE LIABLE FOR, FOR ANY DELAYS, FAILURES, OR DAMAGES RESULTING FROM SUCH PROBLEMS.
VII.	Defense of third-party claims.
a.	By Customer. Customer will at its expense indemnify, hold harmless and defend Publisher and its Affiliates, and their respective officers, directors, agents and employees (the “Publisher Indemnitees”), from and against any and all third party claims, actions, suits, demands and proceedings arising from or related to: (1) Customer’s or any End User’s breach of this Agreement or violation of law; or (2) Customer’s design, operation or termination of its loyalty program or otherwise relating to Customer’s use of the Offering (a “Claims Against Publisher”). Customer will also indemnify and hold harmless Publisher Indemnitees from all reasonable attorney’s fees incurred and damages and other costs finally awarded against Publisher Indemnitees in connection with or as a result of, and for amounts paid or due by Publisher Indemnitees under a settlement in connection with a Claim Against Publisher. Publisher must provide Customer with prompt written notice of any Claims Against Publishers and allow Customer the right to assume the exclusive defense and control of the claim, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter.
b.	By Publisher. Publisher will at its expense indemnify, hold harmless and defend Customer and its Affiliates, and their respective officers, directors, agents and employees (the “Customer Indemnitees”) from and against any and all third party claims, actions, suits, demands and proceedings alleging that Customer’s use of the Offering as permitted under this Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”). Publisher will also indemnify and hold harmless Customer Indemnitees from all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer Indemnitees in connection with or as a result of, and for amounts paid by Customer Indemnitees under a settlement Publisher approves of in connection with a Claim Against Customer; provided, however, that the Publisher has no liability if a Claim Against Customer arises from or is related to: (1) Customer Data or non-Publisher products or services, including third-party software; and (2) any use, modification, combination or development of the Offering that is not performed or authorized 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 Against Customer and allow Publisher the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Publisher’s defense and settlement of such matter. This section states Publisher sole liability with respect to, and Customer’s exclusive remedy against Publisher for, any Claim Against Customer.  If the Offering becomes, or in Publisher’s opinion is likely to become, the subject of any infringement or misappropriation claim, Publisher may, at its own expense and option, either (i) obtain for Customer the right to continue to use the Offering, or (ii) replace or modify the Offering with non-infringing material, or (iii) if alternatives (i) or (ii) are not reasonably available, then (a) Customer will discontinue using the Offering; (b) Customer will excuse and release Publisher from continuing to perform under this Agreement; (c) Publisher will refund Customer any prepaid fees for periods that the Offering is no longer available; and (d) Publisher may terminate this Agreement without liability upon written notice to Customer.
c.	Notwithstanding anything contained in the above subsections (a) and (b), (1) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; (2) any failure of the Indemnified Party to timely provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, unless, and to the extent that, such failure actually and materially prejudices the interests of the Indemnifying Party; and (3) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if: (A) the third party asserting the claim is a government agency; (B) the settlement arguably involves the making of admissions by the indemnified parties; (C) the settlement does not include a full release of liability for the indemnified parties; or (D) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
VIII.	Limitation of liability.
a.	Exclusions and Limitations. IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, GOODWILL, REVENUE OR PROFIT, OR LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b.	Limitations. EXCEPT WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS TO PUBLISHER, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO PUBLISHER UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
c.	Exceptions. NOTWITHSTANDING ANYTHING CONTAINED IN THE ABOVE SUBSECTIONS (A) AND (B), NO LIMITATION OR EXCLUSIONS WILL APPLY TO LIABILITY ARISING OUT OF EITHER PARTY’S: (1) CONFIDENTIALITY OBLIGATIONS UNDER SECTION V; (2) VIOLATION OF APPLICABLE LAW; OR (3) VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
IX.	Miscellaneous.
a.	Entire Agreement. This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. In the event of a conflict between these Terms and an Order, the terms of the Order shall control, but only as to that Order.
b.	Independent contractors. The parties are independent contractors. Customer and Publisher each may develop products independently without using the other’s Confidential Information.
c.	Amendments. No modification of these Terms are binding unless it is in writing and is signed by authorized representatives of both parties.
d.	Assignment. Neither these Terms nor any Order is assignable by Customer, by merger, operation of law or otherwise, without the prior written consent of Publisher, which consent shall not be unreasonably withheld.  Any attempt at assignment by Customer, including by means of merger, acquisition, operation of law or otherwise, without such consent shall be null and void and of no force and effect.  
e.	Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
f.	Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
g.	No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
h.	Notices. Any notice required or permitted to be sent under this Agreement must be delivered by hand, by overnight courier or by registered mail, return receipt requested, to the address of the parties set forth in the Order or to such other address as a party may designate in writing.  Notices will be treated as delivered on the date received at the address, date shown on the return receipt, or date on the courier confirmation of delivery.
I.	Applicable law.
(1)	United States and Canada. If Customer’s physical address is located in the United States or Canada, the laws of the state of Minnesota U.S.A. will govern the interpretation of these terms, claims for breach of them, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles. Except for a party’s right to seek injunctive relief to protect its confidential information or proprietary rights hereunder, the parties hereby consent and submit exclusively to the jurisdiction of the federal and state courts sitting in Hennepin County, Minnesota, U.S.A. 
(2)	Outside the United States and Canada. If Customer’s physical address is located in any country other than the United States or Canada, terms relating to governing law and venue will be set out in the Order.
j.	Waiver of jury.  EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
k.	Government procurement. This Agreement may not be entered into by any governmental agent, agency or entity and any attempt to do so is null and void.
l.	Compliance with laws, program rules, award media issuance. Publisher will comply with all laws and regulations applicable to its provision of the Offerings. Publisher will obtain and maintain any approvals, licenses, filings, or registrations necessary to its performance of services under this Agreement. Customer must also comply with laws applicable to their use of the Offerings. Customer has all responsibility to the participants in any loyalty program or other use of the Offering for the use of the participant’s Personal Data, including any obligation to notify or otherwise communicate with the said participants concerning use or location of their Personal Data, and loyalty program details and rules. Customer is solely responsible for development of the rules of its loyalty program(s) and Customer’s applicable privacy policy, and for circulation of these rules and privacy policy to all loyalty program participants: such rules must not be inconsistent with the terms and conditions set forth in this Agreement. Customer agrees that it will include provisions in its loyalty program terms and conditions to specifically exclude Publisher from liability. If an over-issuance of award media (e.g., loyalty points, awards, vouchers) in a loyalty program or other use of the Offering is caused by incomplete or inaccurate information provided by Customer or any third party on behalf of Customer, or in cases where Customer issues the award media, Customer will be solely responsible for such over-issuance except to the extent such award media is recaptured at Customer’s direction and expense. Publisher may recapture and/or refuse redemption of any incorrectly issued award media. The parties will use best efforts to mitigate any and all damages arising from or related to any act, error or omission by a party with respect to any over-issuance of award media.
m.	Reference. Either party may disclose or reference the other party’s name and/or logo in public announcements to the press or news media in respect of this Agreement or the transactions contemplated hereby with prior written notice to the other party and the parties shall cooperate as to the timing and contents of any such announcement.  In addition, either party may disclose or reference the other party’s name and/or logo without prior written notice for the following purposes: 1) employee communications, award shows, in the experience section of proposals to third parties, in internal business planning documents, in its creative reels and portfolio and website for purposes of commentary and display, and in its reports to stockholders, or 2) to the extent that such party (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Agreement (i) by applicable law, (ii) pursuant to any rules or regulations of any securities exchange of which the securities of such party or any of its affiliates are listed or traded, or (iii) in connection with enforcing its rights under this Agreement.  In addition, the parties agree to showcase the Customer’s Loyalty Program within the first 24 months of the effective date of this Agreement through a co-authored white paper on the program, participation in a joint presentation at a marketing/loyalty conference (e.g., Wise Marketer) and the inclusion in an industry survey (e.g., Forrester).
n.	Construction. Neither party has entered this Agreement in reliance on anything not contained or incorporated in it. This Agreement is in English only. Any translation of this Agreement into another language is for reference only and without legal effect. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to effect the parties’ intent. Lists of examples following “including”, “e.g.”, “for example”, or the like are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.” This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. Unless stated or context requires otherwise:
X.	Definitions. 
Unless earlier defined in this Agreement the following words have the respective meanings ascribed to them:
“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party.
“CCPA” means the California Consumer Privacy Act of 2018. 
“Customer Data” means all data, including Personal Data, and including all text, sound, software, image or video files, that are provided or made available to Publisher or its Affiliates by, or on behalf of, Customer and its Affiliates through use of the Offering. 
“Documentation” means all user manuals, handbooks, training material, requirements, and other 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 in compliance with the terms of this Agreement.
“Feedback” means ideas, suggestions, comments, input, or know-how, in any form, that Customer provides to Publisher in relation to the Offering or Materials any of Publisher’s products and services.
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data.
“Insolvent” means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party’s) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.
“Offering” means all services, websites (including hosting), solutions, platforms, and products identified 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 provide the foregoing. Offering availability may vary by region.
“Personal Data” means any information relating to an identified or identifiable natural person. 
“Representatives” means a party’s employees, Affiliates, contractors, agents, advisors and consultants.
“Standard Contractual Clauses” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR.