CCCS Azure Marketplace Agreement

Preamble

This Agreement (“Agreement”) is between you (“you” or “Client”) and the Communications Security Establishment (“Publisher”), from which you are obtaining Offerings (defined below in Appendix III of this Agreement) and governs your use of Offerings acquired through Azure Marketplace and AppSource Marketplace (collectively, “Marketplace”).

Both Publisher and Client acknowledge that Microsoft is not a party to this Agreement. Microsoft’s relationship with Client and Publisher is solely governed by Microsoft’s respective agreements with those parties.

Where Client is a Government of Canada department or agency, only the articles contained in Appendix I of this Agreement and the definitions contained in Appendix III are applicable to the provision of the Offering to the Client by the Publisher.

Where Client is not a Government of Canada department or agency, only the articles contained in Appendix II of this Agreement and the definitions contained in Appendix III are applicable to the provision of the Offering to the Client by the Publisher.

In addition to this Preamble, this Agreement includes the following:

• Appendix I: Provision of Offering to Government of Canada Clients
• Appendix II: Provision of Offering to Clients outside of the Government of Canada
• Appendix III: Definitions

Appendix I: Provision of Offering to Government of Canada Clients

This Appendix I applies to all Orders entered into under this Agreement where Client is a department or agency of the Government of Canada.  This Appendix I does not apply where Client is not a department or agency of the Government of Canada.

Capitalized terms have the meanings given under Appendix III: “Definitions.”  Publisher may update this Appendix I at any time and will notify you of such changes.

1. Access to Offerings
   1. Access. Upon Microsoft’s acceptance of an Order, Publisher will provide Client with access and use of the ordered Offerings. These Offerings are intended to be used solely for Client’s own use and business purposes and are non-transferable except as set out under this Agreement.
   2. Duration of access. Access provided on a subscription basis expires at the end of the applicable subscription period set forth in the Order, unless renewed. Access granted for metered Offerings billed periodically based on usage continue as long as Client continues to confirm its requirement for continued usage of the Offerings.
   3. End Users. Client intends to control access to and use of the Offerings by its End Users and to ensure that any such access or use of the Offerings complies with this Agreement.
   4. Intellectual Property. Publisher and Client acknowledge that the Government of Canada reserves all rights not expressly provided for in this Agreement. Offerings are protected by copyright and other intellectual property laws and international treaties.
   5. Restrictions. Except as set out in this Agreement, Documentation or an Order, Client does not intend 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. separate and run parts of an Offering on more than one device;
      5. upgrade or downgrade parts of an Offering at different times;
      6. use an Offering for any unlawful purpose;
      7. transfer parts of an Offering separately; or
      8. distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use them to offer hosting services to a third party.
   6. Access transfers. Client acknowledges that access or use rights provided under this Agreement are non-transferable.
2. Privacy.
   1. The parties acknowledge their obligations under applicable Data Protection Laws regarding the collection, use, retention, and disclosure of Personal Information.
   2. Personal Information. Where it is necessary to provide Personal Information to Publisher, Client will ensure that such provision of Personal Information complies with applicable Data Protection Laws.
3. Confidentiality.
   1. Confidential Information. Client and Publisher acknowledge that “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, whether or not such information is specifically marked confidential or identified as such at the time of disclosure, including, but not limited to, Client Data, the terms of this Agreement, Client’s Contact Information, Client’s account authentication credentials, and technical details related to the Offering, including, but not limited to specifications, source code, and limitations. Confidential Information does not include information that: (1) 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; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.
   2. Protection of Confidential Information. Each party intends to take reasonable steps to protect the other’s Confidential Information and to use the other participant’s Confidential Information only for purposes of the parties’ business relationship. Each party acknowledges that it is responsible for the use of Confidential Information that comes under its control, or that of its Representatives and, in the event of discovery of any unauthorized use or disclosure, intends to promptly notify the other party.
   3. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law.
   4. Duration of Confidentiality obligation. These obligations apply: (1) for Client Data, until it is deleted by Publisher; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
4. Further availability and support services.
   1. Publisher may offer further availability and support services associated with an Offering. Such further availability and support services will be documented in a Concept of Operations (CONOP) that will be made available to the Client by the Publisher as required.
5. Acknowledgements.

   Publisher acknowledges that:

   1. it has full rights and authority to enter into, perform under, and provide the access and use to the Offering as set out in this Agreement;
   2. its performance will not violate any agreement or obligation between it and any third party;
   3. the Offering will substantially conform to the Documentation;
   4. the Offering will not: (1) to the best of Publisher’s knowledge, infringe or violate any third party patent, copyright, trademark, trade secret, or other proprietary right; or (2) contain viruses or other malicious code that will degrade or infect any products, services, software, or Client’s network or systems, and
   5. while performing under this Agreement, Publisher will comply with applicable laws, including Data Protection Laws.
6. Dispute Resolution

   Any settlements of disputes regarding the interpretation or implementation of this Agreement will be resolved only by mutual discussion among Publisher and Client. Publisher and Client agree that they will not attempt to enforce the terms of this Agreement in any domestic, third party or international court or tribunal.

7. Legal Effect

   Publisher and Client acknowledge that notwithstanding the wording used in this Agreement, neither the Agreement as a whole nor any of its parts taken separately are, or ever have been, intended to be a contract and no contractual obligations are incurred by Publisher or Client as a result of the existence of this Agreement.

8. Liability
   1. Each party waives all claims against the other participant for damage to or loss of its property caused by the other party or its Representatives in their access or use of the Offering.  If, however, such damage or loss results from reckless acts or reckless omissions, wilful misconduct, or gross negligence of a party or its Representatives, the costs of any resulting claims will be borne by that party alone.
   2. Claims from any other persons for damage or loss of any kind will be processed by the most appropriate party, as determined by Publisher and Client.  Any costs determined to be owed to the claimant(s) will be borne by the parties in such proportions as determined by the parties at that time.  If, however, such damage or loss results from reckless acts or reckless omissions, wilful misconduct, or gross negligence of a party or its Representatives, the cost of any resulting claims will be borne by that party alone.
9. Pricing and payment.

   Client’s pricing and payment terms for a given Order are set forth and governed by the Microsoft Services Agreement and applicable Order.

10. Term and termination.
    1. Term. This Agreement is effective until terminated by a participant, as described below.  The term for each Order will be set forth therein.
    2. Termination. Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order on 60 days’ notice.  Access and use to Offerings granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement.
11. Miscellaneous.
    1. Precedence of documents. This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply: (1) Order; (2) CONOP, where provided by Publisher to Client and signed by both parties; (3) this Agreement; and (4) Documentation.
    2. Amendments. Unless otherwise agreed in writing by both parties, Publisher will not change the terms of this Agreement during the term of this Agreement. 
    3. Notices. Parties acknowledge that any notices issued under this Agreement must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Publisher must be sent to the address stated in the Order. Notices to Client will be sent to the individual at the address Client identifies on its account as its contact for notices. Publisher may send notices and other information to Client by email or other electronic form.
    4. Government procurement rules. By accepting this Agreement, Client represents and warrants that: (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.
    5. Compliance with laws. 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.  Client will also comply with laws applicable to their use of the Offerings.

Appendix II: Provision of Offering to Non-Government of Canada Clients

This Appendix II applies to all Orders entered into under this Agreement where Client is not a department or agency of the Government of Canada.  This Appendix II does not apply where Client is a department or agency of the Government of Canada.

By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you agree to be bound by its terms.

Capitalized terms have the meanings given under Appendix III: “Definitions.” Publisher may update this Appendix II at any time and will notify you of such changes.

1. License to Offerings
   1. License grant. Offerings are licensed and not sold. Upon Microsoft’s acceptance of an Order, and subject to Client’s compliance with this Agreement, Publisher grants Client a nonexclusive and limited license to use the ordered Offerings. These licenses are solely for Client’s own use and business purposes and are non-transferable except as expressly permitted under this Agreement or applicable law.
   2. Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Licenses granted for metered Offerings billed periodically based on usage continue as long as Client continues to pay for its usage of the Offerings.
   3. End Users. Client will control access to and use of the Offerings by End Users and is responsible for any use of the Offerings that does not comply with this Agreement.
   4. Affiliates. Client may order Offerings for use by its Affiliates. If it does, the licenses granted to Client under this Agreement will apply to such Affiliates, but Client will have the sole right to enforce this Agreement against Publisher. Client will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement and any applicable Order(s).
   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 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 Client any right to implement Publisher’s patents or other intellectual property in the device itself or in any other software or devices.
   6. Restrictions. Except as expressly permitted in this Agreement, Documentation or an Order, Client must not (and is not licensed 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. separate and run parts of an Offering on more than one device;
      5. upgrade or downgrade parts of an Offering at different times;
      6. use an Offering for any unlawful purpose
      7. transfer parts of an Offering separately; or
      8. distribute, sublicense, rent, lease, or lend any Offerings, in whole or in part, or use them to offer hosting services to a third party.
   7. License transfers. Client may only transfer licenses upon the prior written consent of the Publisher and, where such consent is given, may only transfer licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving Client or an Affiliate. Upon such transfer, Client must uninstall and discontinue using the licensed Offering and render any copies unusable. Client must notify Publisher of a license transfer and provide the transferee a copy of this Agreement and any other documents necessary to show the scope, purpose, and limitations of the licenses transferred. Attempted license transfers that do not comply with this section are void. 
   8. Feedback. Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient’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. The provider retains all other rights in any Feedback and limits the rights granted under this section to licenses 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 or service that incorporates, but are not expressly part of, the Feedback, such as enabling technologies).
2. Privacy.
   1. The parties will abide by the requirements of applicable Data Protection Laws regarding the collection, use, transfer, retention, and other processing of Personal Information.
   2. Personal Information. Client consents to the processing of Personal Information by Publisher and its Representatives, as provided in this Agreement. Before providing Personal Information to Publisher, Client will obtain all required consents from third parties (including Client’s contacts, partners, distributors, administrators, and employees) under applicable Data Protection Laws.
3. Confidentiality.
   1. Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, whether or not such information is specifically marked confidential or identified as such at the time of disclosure, including, but not limited to, Client Data, the terms of this Agreement, Client’s Contact Information, Client’s account authentication credentials, and technical details related to the Offering, including, but not limited to specifications, source code, and limitations. Confidential Information does not include information that: (1) 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; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.
   2. 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.
   3. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law.
   4. Duration of Confidentiality obligation. These obligations apply: (1) for Client Data, until it is deleted by Publisher; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
   5. Precedence of Non-disclosure Agreement: The confidentiality obligations in this section of the Agreement are subject to any non-disclosure agreement that may be entered into between the Publisher and Client for the purpose of facilitating services related to the Offering.
4. Further availability and support services.

   Publisher may offer further availability AvailabilityThe ability for the right people to access the right information or systems when needed. Availability is applied to information assets, software, and hardware (infrastructure and its components). Implied in its definition is that availability includes the protection of assets from unauthorized access and compromise. and support services associated with an Offering. Such further availability and support services will be documented in a Concept of Operations (CONOP) that will be made available to the Client by the Publisher as required.

5. Verifying compliance.

   Client must keep records relating to Offerings it and its Affiliates use or distribute. At Publisher’s expense, Publisher may verify Client’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Publisher may engage an independent auditor (under nondisclosure obligations) or ask Client to complete a self-audit process. Client must promptly provide any information and documents that Publisher or the auditor reasonably requests related to the verification and access to systems running the Offerings. If verification or self-audit reveals any unlicensed use, Client must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.

6. Representation and warranties.

   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;
   2. its performance will not violate any agreement or obligation between it and any third party;
   3. the Offering will substantially conform to the Documentation;
   4. the Offering will not: (1) to the best of Publisher’s knowledge, infringe or violate any third party patent, copyright, trademark, trade secret, or other proprietary right; or (2) contain viruses or other malicious code that will degrade or infect any products, services, software, or Client’s network or systems, and 
   5. while performing under this Agreement, Publisher will comply with applicable laws, including Data Protection Laws.
7. Limitation of liability.
   1. Publisher provides the Offering on an “as-is” basis and makes no representation and gives no warranty or guarantee of any kind with respect to the accuracy, quality, usefulness, novelty, validity, scope, completeness, or currency of the Offering and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose of the Offering.  Any use of the Offering shall be at Client’s sole risk and expense.
   2. Client shall have no recourse against the Publisher, whether by way of any suit or action or other, for any loss, liability, damage or cost that Client may suffer or incur at any time, by reason of the Client’s possession or use of the Offering, or arising out of the exercise of its rights or the fulfilment of its obligations hereunder, including but not limited to, loss of data or interruption of business.
8. Indemnification.
   1. Client shall indemnify, defend, and save Publisher harmless in case of any recourse against Publisher by a third party for any loss, liability, damage, or cost that the third party may suffer or incur at any time arising from the provision of the Offering under this Agreement, including but not limited to, loss of data or interruption of business.
   2. Notwithstanding anything contained in the above subsection (a) Publisher 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 Client, without the express written consent of the Publisher (such consent not to be unreasonably withheld).
9. Pricing and payment.

   Client’s pricing and payment terms for a given order are set forth and governed by the Microsoft Services Agreement and applicable Order.

10. Term and termination.
    1. Term. This Agreement is effective until terminated by a party, as described below.  The term for each Order will be set forth therein.
    2. Termination without cause. Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause on 60 days’ notice. Licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement. 
    3. Termination for cause. Without limiting other remedies it may have, either party may terminate this Agreement or any Order immediately on notice if 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, all licenses granted under this Agreement will terminate immediately. 
    4. Suspension. Publisher may suspend use of the Offering without terminating this Agreement during any period of material breach. Publisher will give Client reasonable notice before suspending the Offering. Suspension will only be to the extent reasonably necessary.
    5. 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 obligations related to Confidential Information and all limitation of liability and indemnity obligations and procedures. 
11. Miscellaneous.
    1. Entire Agreement. This Agreement is the parties’ entire agreement on this subject and supersedes all prior and contemporaneous communications and agreements, whether written or oral, regarding the subject matter covered in this Agreement, subject to section 3(e) of this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply: (1) Order; (2) CONOP, where provided by Publisher to Client and signed by both parties (3) this Agreement; and (4) Documentation.
    2. Independent contractors. The parties are independent contractors. Client and Publisher each may develop products independently without using the other’s Confidential Information.
    3. Agreement not exclusive. Client is free to enter into agreements to license, use, and promote the services of others.
    4. Amendments. Unless otherwise agreed in a writing signed by both parties, Publisher will not change the terms of this Agreement, including privacy terms, during the term of this Agreement. 
    5. Successors. This Agreement shall enure to the benefit of, and be binding upon, the parties and their respective heirs, executors, administrators, and permitted successors. 
    6. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned, in whole or in part, by either party.
    7. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
    8. 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.
    9. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
    10. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Publisher must be sent to the address stated in the Order. Notices to Client will be sent to the individual at the address Client identifies on its account as its contact for notices. Publisher may send notices and other information to Client by email or other electronic form.
    11. Applicable law.   This Agreement shall be governed by and interpreted under the laws in force in the Province of Ontario, Canada, without regard to any choice of law rules. The courts of the Province of Ontario, Canada, shall have exclusive jurisdiction over all matters arising in relation to this Agreement and each Party hereby submits to the jurisdiction of the courts of the Province of Ontario, Canada.
    12. Order of precedence. This Agreement will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.
    13. Government procurement rules. By accepting this Agreement, Client represents and warrants that: (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.
    14. Compliance with laws. 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, and will comply with all law (including law related to export, corruption, money laundering, or any combination of these). Client must also comply with laws applicable to their use of the Offerings.
    15. 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:
        1. all internal references are to this Agreement and its parties;
        2. URLs are understood to also refer to successors, localizations, and information or resources linked from within websites at those URLs;
        3. a party’s choices under this Agreement are in its sole discretion, subject to any implied duty of good faith;
        4. “written” or “in writing” means a paper document only, except where email is expressly authorized;
        5. “days” means calendar days;
        6. “may” means that the applicable party has a right, but not a concomitant duty,
        7. “partner,” if used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership;
        8. “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised or performance rendered or measured;
        9. “notify” means to give notice under subsection (i) above; and
        10. a writing is “signed” when it has been hand-signed (i.e., with a pen) or signed via an electronic signature service by a duly authorized representative of the signing party.

Appendix III: Definitions.

The definitions within this Appendix III apply equally to terms used in Appendix I and Appendix II.

“Affiliate”

means any legal entity that controls, is controlled by, or is under common control with a party.

“Contact Information”

means information identified by the Client on its account or otherwise as its contact for notices, and may include an individual’s name, title or position with the Client, and that individual or Client’s address, email address, and facsimile or telephone number.

“Control”

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

“Confidential Information”

is defined in the “Confidentiality” section.

“Client Data”

means all data, including all text, sound, software, image or video files that are provided to Publisher or its Affiliates by, or on behalf of, Client and its Affiliates through use of the Offering. Client Data does not include Support Data or Contact Information.

“Support Data”

means all data, including all text, sound, video, image files, or software, that are provided to Publisher by or on behalf of Client (or that Client authorizes Publisher to obtain from an Offering) through an engagement with Publisher to obtain technical support for the Offering covered under this Agreement.

“Data Protection Law”

means any law applicable to Publisher or Client, relating to data security, data protection, the protection of personal information, and/or privacy, including but not limited to the Canadian Privacy Act, RSC 1985, c P-21, Personal Information Protection and Electronic Documents Act, SC 2000, c 5, and applicableCanadian provincial legislation.

“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 Client permits to use an Offering or access Client Data.

“Feedback”

means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient’s Confidential Information, products, or services. 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 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.

“Order”

means an ordering document used to transact the Offering via the Marketplace.

“Personal Information”

means any information relating to an identified or identifiable natural person, as defined under section 3 of the Canadian Privacy Act, RSC 1985, c P-21.

“Representatives”

means a party’s employees, Affiliates, contractors, advisors and consultants.

“Use”

means to copy, download, install, run, access, display, use or otherwise interact with.