Defined Terms

“Client Materials” means Client’s proprietary technology, including Client’s content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets, and any related intellectual property rights throughout the world (whether owned by Client or licensed to Client from a third party), and also including any derivatives, improvements, enhancements, or extensions of Client Materials conceived, reduced to practice, or developed during the term of this Agreement by Client. Client Materials also means all materials and information provided by the Client to DDC for DDC’s use in providing the Professional Services to Client, including, without limitation, data, text, copyrightable subject matter, information regarding Client’s employees, Client’s trademarks, and Client’s Confidential Information. Client shall be responsible for obtaining any permissions or waivers from any third-party having rights over Client Materials supplied to DDC by Client to permit DDC to perform the Professional Services under this Agreement

“Client Site(s)” means Internet URL’s developed by DDC as part of the Professional Services on behalf of Client and hosted by DDC on DDC’s servers.

“Client Software” means that software employed by Client to enable Client and each User to access the Software through the Internet.

“Confidential Information” shall mean any information, product, document or other material of any nature relating to or concerning a disclosing Party or any of its affiliates or subsidiaries that is provided or made available to a receiving Party by the disclosing Party prior to or during the term of this Agreement, including in writing, orally, and machine readable, including, but not be limited to, correspondence, memoranda, notes, e-mails, formulas, samples, equipment, compilations, blueprints, business information, technical information, know-how, inventions, information regarding patents, patent applications, software, computer object or source code, algorithms, high-level structures, graphic user interfaces, ongoing research and development, business plans, business or marketing strategies or plans, products or product development, strategies or plans, information concerning current and future products and services, customers, suppliers, markets, price lists and pricing information, financial statements and forecasts, computerized or other magnetically filed data, methods and techniques, manufacturing processes, developments, inventions, designs, drawings, engineering specifications, hardware configuration information, trade secrets, financial information and any other business records and information. Information shall include information of third parties subject to promises of confidentiality and which the disclosing Party may share with receiving Party. This Agreement applies to Confidential Information whether disclosed by a disclosing Party either before or after the effective date of this Agreement.

“Content” means the content of any postings to the Client Site(s) and the content of any transmissions utilizing the Software made by the Client or any User.

“Contract Administrator” means the Client representative named in the Client's SOW and/or Work Order.

“Data Controller” means DDC in its capacity as providing the Services to the Client and housing such personal information as may be provided by the Client.

“Data Owner” means the Client in relation to the entity that owns and controls any and all confidential or personal information either provided for use within the Services or gathered in conjunction with the use of the Professional Services.

“DDC Technology” means DDC’s proprietary technology, including software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, Themes, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets, and any related intellectual property rights throughout the world (whether owned by DDC or licensed to DDC from a third party), and also including any derivatives, improvements, enhancements or extensions of DDC Technology conceived, reduced to practice, or developed during the term of this Agreement by either Party that are not uniquely applicable to Client or that have general applicability in the art.

“Director, Information Protection and Security” means the Client representative responsible for responding to information security events or notifications.

“Party/Parties” means Client or DDC, or both collectively.

“Professional Services” means those professional services provided by DDC to Client under this Agreement, as further described in each Work Order/SOW.

“Related Party/ies” means with respect to a Party, any legally recognizable entity directly or indirectly controlling or controlled by, or under common control with such Party.

“Secured Area” means physical area(s) on or off site of a DDC location that serves the Client. This also includes any electronic or server space which contains or facilitates the transaction of the Client's information.

“Software” means the software, developed, owned, and controlled by DDC that is made available to Client for Client’s access, display, and use under this Agreement, as described in each Work Order/SOW. Unless specifically stated otherwise, no Software shall be considered Work Product under this Agreement.

“Space” means space in DDC’s business premises (or other premises selected by DDC) to store and operate hardware used in conjunction with the Services.

“Theme(s)” shall mean any and all design, layout, templates or other creative features created or incorporated by DDC and provided as part of the Professional Services or Software.

“User” means any person or entity Client permits to access, display or use the Client Site(s) or Software.

“User Limit” means the number of persons permitted to use the Software, limited to the maximum number of users for which Client has paid the appropriate licensing fee. Any such limits will be provided in an attached Statement of Work.

“Vulnerability” means a “flaw” or “weakness” in a system or application that could be triggered or intentionally exploited, resulting in a security incident or breach through which an intruder can easily gain control at the administrator level of any affected host or possibly access Client Confidential Information processed, transmitted or stored by the affected host.

“Vulnerability Management” means a security practice designed to identify, track, and mitigate vulnerabilities to minimize the risk of the exploitation of those vulnerabilities.

“Work Product” means those deliverables provided solely and exclusively to and for the benefit of the Client in conjunction with any Professional Service, as further described in each Work Order.