3. General Terms and Definitions.
3.1. “Customer Data” means any data that is provided by Customer to Champagne Cat™ (including through the Champagne Cat™ Products and Order Form) or accessed, stored or processed by Champagne Cat™ on behalf of Customer pursuant to this Agreement, including any Personal Information.
3.3. “Personal Information” means any information that: (a) can be used to identify, contact or locate a specific individual ; (b) can be used in conjunction with other personal or identifying information to identify or locate a specific individual, including, for example, a persistent identifier, such as a customer number held in a “cookie” or processor serial number ; or (c) is defined as “personal information” by applicable law relating to the collection, use, storage and/or disclosure of information about an identifiable individual.
3.4. “Champagne Cat™ Products” means, in any form or medium, (a) reports, briefings, scorecards, rankings, threat or other matrices, forecasts, spreadsheets, graphics, tables, charts, data, compilations of data, assessment tools, content, tools, web pages, e-mails, text messages, mobile apps, RSS feeds, bulk data downloads, widgets, images, text, illustrations, logos, webcasts, audio and video files, and all other Champagne Cat™ proprietary content, software, information and materials, including any application programming interface that supports the interoperation of Customer’s intranet or software applications with Champagne Cat’s™ website(s) and/or content ; (b) discussion, chat or similar forums provided or made available by Champagne Cat™ (“Champagne Cat™ Forums”), and (c) Champagne Cat’s™ intelligence and analytical methodologies. Customer’s access to and use of certain Champagne Cat™ Products (including reports available through the Champagne Cat™ Store) may be subject to additional terms and conditions as disclosed to Customer in connection with accessing such Champagne Cat™ Products.
3.6. Champagne Cat™ may deliver invoices, statements and other account materials by email to Customer’s primary point of contact as designated in the applicable Order Form(s).
3.7. Customers may contact our Subscriber Services Department regarding any issues or concerns related to Champagne Cat™ Products for individual use (including billing questions) by calling 1-713-561-5616 or by sending an email addressed to subscriberservices@Champagnecatcom.wpcomstaging.com. Customers may contact our Licensing Services Department regarding any issues or concerns related to Champagne Cat™ Products for enterprise use (including billing questions) by calling 1-713-561-5616 or by sending an email addressed to business@Champagnecatcom.wpcomstaging.com.
4. General Terms and Definitions.
4.2. Champagne Cat™ will issue a user ID and a password to Customer (or for Order Forms that include more than one Authorized User, to each Authorized User designated by the applicable Customer). No Authorized User may share his or her user ID or password with any other person. A User License is required for each Customer family member, employee, consultant or contractor who has access to the Champagne Cat™ Products ordered by Customer. Notify Champagne Cat’s™ Subscriber Services Department immediately if you believe that any log-in credentials or other Personal Information have been compromised.
4.3. For Order Forms that include more than one Authorized User, Customer will designate an individual (the “Customer Contact”) who is authorized to request additions or changes to Customer’s list of Authorized Users, remove Authorized Users, and otherwise update Customer’s list of Authorized Users. Customer will update the name of the Customer Contact when appropriate.
4.4. Access to the Champagne Cat™ Products is provided for Authorized Users only and may not be shared with others except as expressly provided herein.
4.5. To the extent a Champagne Cat™ Product gives you the ability to share a portion of a Champagne Cat™ Product via a hyperlink, “email this” button or similar capability, you will do so only in accordance with the terms for such sharing set forth in the applicable Champagne Cat™ Product. Any other sharing of Champagne Cat™ Products (by copying the content or otherwise replicating it) is prohibited, unless otherwise agreed in writing by Champagne Cat™.
4.7. Champagne Cat™ Products may permit Customer to access content or services provided by third parties (“Third Party Offerings”). Customer and its Authorized User(s)’ access to and use of Third Party Offerings are subject to the terms of service and privacy policies governing the applicable Third Party Offerings. Champagne Cat™ makes no representations, warranties, covenants or guarantees regarding Third Party Offerings, whether or not such Third Party Offerings or services are designated by Champagne Cat™ as “certified,” “approved,” “recommended” or otherwise, or are provided by a third party that is a member of a Champagne Cat™ “partner” or similar program.
4.8. Champagne Cat™ warrants that the Champagne Cat™ Products are based on Champagne Cat’s™ reasonable efforts to compile and analyze the best sources reasonably available to Champagne Cat™ at any given time; provided, however, any opinions reflect Champagne Cat’s™ judgment at the time and are subject to change. Champagne Cat™ will comply with all Laws applicable to the Champagne Cat™ Products, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any other applicable anti-corruption Laws.
4.9. Champagne Cat™ may use Customer Data to the extent necessary to make the Champagne Cat™ Products available to Customer. Customer owns all right, title and interest (including all intellectual property rights) in and to its Customer Data. Champagne Cat™ will implement and maintain industry standard information security policies and processes (including technical, administrative and physical safeguards) that prevent unauthorized access to or use or disclosure of any Customer Data. To the extent any Customer Data includes Personal Information, then Champagne Cat™ will comply with all applicable Laws relating to privacy and data protection, including, to the extent applicable, the European Union’s General Data Protection Regulation. Champagne Cat™ will promptly notify Customer in writing upon discovery of any breach or compromise of any Customer Data.
5. Customer Obligations.
5.1. Customer will provide, and update as needed, information as necessary for Champagne Cat™ to communicate with Customer from time to time regarding the Champagne Cat™ Products, issue invoices or accept or process payments, and contact Customer for other account-related purposes. Customer agrees to keep any online account information current.
5.2. Champagne Cat™ Forums may or may not be moderated by Champagne Cat™ Personnel, and content (including queries and comments) posted by Authorized Users may or may not be visible to other participants in the Champagne Cat™ Forum (including other Champagne Cat™ customers), depending on the specific terms of the applicable Champagne Cat™ Forum(s). Champagne Cat™ is not responsible for, and cannot guarantee the accuracy, quality, integrity or veracity of, any information posted to any Champagne Cat™ Forum(s). Customer acknowledges that its Authorized Users should not post any proprietary or confidential information in any Champagne Cat™ Forums. You grant Champagne Cat™ a perpetual, worldwide, non-exclusive, sub-licensable and royalty-free right and license to publish, distribute, transmit, use, modify, edit and re-purpose all comments, information and other material posted in Champagne Cat™ Forums, as Champagne Cat™ deems appropriate in Champagne Cat’s™ sole discretion. Champagne Cat™ Forums may be subject to additional guidelines, codes of conduct or similar guidelines or policies published by Champagne Cat™ for Champagne Cat™ Forums, and Authorized Users must comply with all of the foregoing.
6. Payment Terms.
6.2. Except to the extent otherwise expressly set forth in the applicable Order Form, User Licenses must be prepaid by credit card for the applicable initial term set forth in the Agreement. (If you wish to pay by wire transfer or check, please contact our Subscriber Services Department for more information.) User Licenses will be activated upon the successful processing of your payment.
6.3. For monthly subscriptions to Champagne Cat™ Products as set forth in an Order Form, Champagne Cat™ will charge your credit card for the applicable monthly rate up to five days prior to the end of each month.
6.4. For “trial” or similar subscriptions to Champagne Cat™ Products as set forth in an Order Form, Champagne Cat™ will charge your credit card at the applicable rate for the full subscription term up to 5 days prior to the expiration of the “trial” or similar period.
6.5. “Gift” or similar subscriptions will be subject to any additional terms and conditions, including expiration dates, set forth in the applicable Order Form(s).
6.6. Except to the extent otherwise expressly set forth in the applicable Order Form, by ordering a Champagne Cat™ Product with a credit card, you authorize Champagne Cat™ to automatically charge your credit card at the then-current renewal rate 30 days prior to the expiration of the term of your Order Form. After that charge has been processed, if you wish to cancel the renewal, you must contact Champagne Cat’s™ Subscriber Services Department prior to the renewal date in order to receive a refund. In addition, Champagne Cat™ may seek pre-authorization of your credit card account for each renewal to verify that the credit card is valid and has the necessary funds or credit available for your renewal.
6.7. To cancel an individual User License for any reason, you must call our Subscriber Services Department. Cancellations are processed promptly upon receipt of the cancellation request. Upon cancellation, all previously processed fees and charges are nonrefundable unless otherwise agreed in writing by Champagne Cat™. Cancellation processes for Enterprise services will be subject to the terms outlined in your Order Form. For any questions regarding cancellation of Enterprise services, you must contact the Enterprise Services Department.
6.8. If an Order Form includes the right to receive a “premium,” (for example, a book), Champagne Cat™ will email instructions for claiming the premium to you. You must claim the premium in accordance with the procedures set forth in those instructions no later than the deadline set forth in those instructions. Any premium not claimed in accordance with those instructions by the applicable deadline will be forfeited.
6.9. If Customer does not pay any Charges within 30 days after the applicable due date, then at Champagne Cat’s™ discretion, such Charges will bear interest at lesser of 1% per month, or the maximum rate permitted by law, from the date such payment was due until the date paid.
6.10. In addition, if any Charges are 60 or more days overdue, then Champagne Cat™ may, without limiting Champagne Cat’s™ other rights and remedies, suspend Customer’s access to the Champagne Cat™ Products until such amounts are paid in full. However, for Order Forms that include more than one Authorized User, Champagne Cat™ will not suspend Customer’s access while the applicable Charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the dispute.
6.11. Customer is solely responsible for the payment of all taxes, assessments, tariffs and duties arising from or related to the Champagne Cat™ Products, and Champagne Cat™ will add such taxes to the charges for Champagne Cat™ Products.
6.12. If we issue a refund or credit to you for any reason, we are under no obligation to issue the same or any similar refund or credit to you for any reason in the future.
7. Intellectual Property Rights.
7.1. As used in this Agreement, “Intellectual Property Rights” means all intellectual property rights, whether registered or unregistered (including copyright, design rights, trade marks, patents, database rights, confidential information and know how) (“Intellectual Property Rights”).
8. Indemnities and Liabilities.
9. Term and Termination.
9.1. The term of each Order Form will commence on the effective date set forth in such Order Form, expire on the expiration date set forth in such Order Form, and, unless the applicable Order Form specifies otherwise, automatically renew for a term equal to the original term (excluding any “free,” “trial” or similar periods included with the original term, if any) unless either Champagne Cat™ or the applicable Customer gives the other written notice of non-renewal at least 30 days prior to the renewal date.
9.3. An Order Form may include additional termination provisions applicable only to such Order Form. The termination of an individual Order Form under such provisions will not affect the effectiveness of any other Order Form.
10. General Terms.
10.5. Champagne Cat™ and the applicable Customer each will, in connection with the provision or use of the Champagne Cat™ Products (as appropriate), comply with all applicable Laws.