“Affiliate” means, with respect to a party, any
corporation or other legal entity which is directly or indirectly controlling or controlled by, or
under common control with that party. As used in this deﬁnition, "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a corporation or legal entity.
“Applicable Laws ”means applicable statutes,
by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or
“Customer Data” means any data, information,
content, records, and ﬁles that Customer (or any of its Permitted Users) loads, receives through,
transmits to or enters into the Website, Bookmark Services and any Hosted Website, including but not
limited to Personal Information.
“Governmental or Regulatory Authority” means any
national, provincial, state, county, municipal, quasi-governmental or self-regulatory department,
authority, organization, agency, commission, board, tribunal, regulatory authority, dispute
settlement panel or body, bureau, official, minister, Crown corporation, or other law, rule or
regulation-making entity having jurisdiction over Bookmark, Customer, the Bookmark Services, the
Customer Data or any other person, property, transaction, activity, event or other matter related to
this Agreement, including subdivisions of, political subdivisions of and other entities created by,
“Intellectual Property Rights” means any and all
registered and unregistered rights granted, applied for or otherwise now or hereafter in existence
under or related to any patent, copyright, trademark, trade secret, database protection or other
intellectual property rights laws, and all similar or equivalent rights or forms of protection, in
any part of the world.
“Loss” or “Losses” means
any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties,
ﬁnes, costs, or expenses of whatever kind, including reasonable legal fees and the costs of
enforcing any right to indemniﬁcation hereunder and the cost of pursuing any insurance providers.
“Modiﬁcations” means modiﬁcations, improvements,
customizations, patches, bug ﬁxes, updates, enhancements, aggregations, compilations, derivative
works, translations and adaptations, and “Modify” has a corresponding
“Order Form” means any online sign-up or ordering
form by which Customer signs up to obtain Bookmark Services, or any additional order form that
references this Agreement and that is agreed to by the parties.
“Permitted User(s)” means those employees [and independent contractors] authorized by Customer to access and use the
Bookmark Services on Customer’s behalf.
“Personal Information” means information about an
identiﬁable individual or information that is subject to applicable privacy or data protection laws.
“Bookmark Services” means: (a) services through
which Bookmark hosts and makes available the website hosting, online store, and other e-commerce
website tools as described in an Order Form; (b) any component or Modiﬁcation of the services
referred to in (a); and (c) the Support Services.
“Website” means any websites used by Bookmark to
provide the Bookmark Services.