The following definitions apply to this Agreement:
“Administrator” means an administrative user for Client’s account, which may include Client’s authorized third-party service providers and agents.
“Affiliates” means any entity that directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this Agreement, means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interests of the subject entity or the legal power to direct or cause the direction of the general management of such entity, whether by contract or otherwise.
“Agreement” has the meaning set forth in the preamble.
“Anonymized Data” means data provided, created or generated by, or through, a Client’s use of the Solutions or Platform and that has been anonymized or aggregated in such a fashion that a third-partyuser of such anonymized or aggregated data could not discern that Client is the source of the data.Anonymized Data shall be deemed Drawbridge Technology.
“Claim” means third-party claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees).
“Client Data” means: (a) information provided by or on behalf of Client in connection with the Solutions; (b) information accessed, collected, or generated by Drawbridge in the course of providing the Solutions, (c) any other data relating to Client’s or its vendors’ systems, environment, or security posture processed through the Platform. Client Data excludes Drawbridge Technology and Anonymized Data.
“Confidential Information” has the meaning set forth in Section 6.1.
“Documentation” means user manuals, training materials, product descriptions and specifications, and other printed or electronic materials relating to the Solutions made available by Drawbridge.
“Drawbridge Technology” means the Platform, Solutions, Documentation, Anonymized Data, and all other technology, tools, methodologies, and intellectual property owned or licensed by Drawbridge and used to provide the Solutions, including all improvements, modifications, and derivative works thereof.
“Effective Date” means the date set forth in the applicable Order Form.
“Equipment” means physical appliances provided by Drawbridge, whether purchased or loaned, as specified in an Order Form, including scanning appliances and related hardware.
“Fees” means the one-time charges, subscription fees, and other amounts payable by Client as set forth in the Order Form(s).
“Force Majeure Event” means any act or event outside of a Party’s reasonable control, including severe weather, flood, landslide, earthquake, storm, lightning, fire, epidemic or pandemic, acts of terrorism, biological warfare, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labor unrest, civil disturbance, sabotage, or expropriation by governmental authorities.
“Order Form” means an order form, statement of work, quote, or similar purchasing document executed by the Parties that references this Agreement and specifies the Solutions to be provided.
“Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or linked to a particular individual, whether directly or indirectly.
“Platform” means the Drawbridge cloud-based platform through which Subscription Services are delivered, including the web-based interface and associated infrastructure.
“Privacy Policy” means Drawbridge’s privacy policy located at https://drawbridgeco.com/privacy-policy/, as may be updated from time to time.
“Professional Services” means implementation, advisory, consulting, Solutions training, and other services provided by Drawbridge personnel in conjunction with the Subscription Services. Professional Services are ancillary to and provided in support of the Subscription Services and are not offered on a standalone basis.
“Software” means Drawbridge’s proprietary software provided to Client in connection with the Solutions, including any downloadable or installable applications and agent-based software, in object code form.
“Solutions” means, collectively, the Subscription Services, Professional Services, Software, and Equipment provided under this Agreement.
“Subscription Services” means access to the Platform, and related cloud-based services as specified in an Order Form.
“Taxes” means sales, use, excise, value added, import, or other applicable taxes, tariffs, or duties.
“Term” means the initial term specified in the applicable Order Form and any renewal terms, collectively.
“Third-Party Technology” means third-party software, platforms, tools, or services incorporated into, relied upon by, or used to deliver the Solutions, as further described in Section 10.