Definitions

1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
2. “Beta Services” means the Company’s services or functionality that may be made available to Clients or Partners to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
3. “CIS” means the Center for Internet Security.
4. “Client” means, in the case of an individual accepting an agreement on his or her own behalf, such individual, or in the case of an individual accepting the Agreement, Addendum, or other such document on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting the Agreement, Addendum, or other such document, and Affiliates of that company or entity (for so long as they remain Affiliates). For the purposes of clarity, where the Agreement, Addendum, or other such document is being entered into and/or accepted by a TPSP on behalf of a TPSP Client, Client refers to the TPSP’s Client.
5. “Client Data” means electronic data and information submitted by or for Client to the Services, excluding Content and Non-FutureFeed Applications.
6. “Client Discount” means, collectively, any promotional or negotiated discount offered by the Company to a Partner solely for the benefit of a specific Client.
7. “CMMC” means Cybersecurity Maturity Model Certification
8. “Commission” means a fee paid for transacting a piece of business or performing a service.
9. “Company” means Continuous Compliance, LLC dba FutureFeed, a Maryland Limited Liability Company.
10. “Confidential Information”
    1. Confidential Information means a party’s non-public information (including a Partner’s Clients’ information), know-how, or trade secrets that:
       1. the party designates as being confidential; or
       2. given the nature of the disclosure or circumstances surrounding the disclosure, reasonably should be treated as confidential by the receiving party.
    2. Confidential Information does not include information that:
       1. the receiving party already knew without an obligation to maintain the information as confidential;
       2. the receiving party received from a third party without breach of an obligation of confidentiality owed to the other party;
       3. the receiving party independently developed; or
       4. becomes publicly known through no wrongful act of the receiving party.
11. “Consultancy” means an organization which is responsible for assisting a Client with their cybersecurity program. Facilitators may act as a Consultancy.
12. “Content” means information obtained by the Company from publicly available sources or its third-party content providers and made available through the Services, Beta Services, or pursuant to an Order Form, as more fully described in the Documentation.
13. “Data Owner” means the legal entity whose data is stored, or whose cybersecurity and/or IT program(s) is/are described and/or managed, in the Services.
14. “Data Protection Laws” means any and all applicable Laws relating to data security, protection, privacy, or the processing of Personal Data, including, but not limited to, (where applicable) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of Personal Data and the free movement of that data (i.e., the General Data Privacy Regulation, or “GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
15. “DFARS” means the Defense Federal Acquisition Regulations.
16. “Documentation” means the applicable Service’s security documentation, the applicable Service’s Terms of Use or Terms of Service, the Company’s Privacy Policy, the applicable Service’s usage guides and policies, and all related documents, as updated from time to time.
17. “Excluded License” means any license that includes the following requirement as a condition of use, modification, or distribution of any material subject to that license: such software, or anything combined or distributed with such material, is required to be:
    1. disclosed or distributed in source code form;
    2. licensed for the purpose of making derivative works; or
    3. redistributable at no charge.
18. “Facilitator” means an entity which has been approved by the Company to participate in the Facilitator Program.
19. “FAR” means the Federal Acquision Regulations.
20. “Force Majeure Event” means as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of or material change in Laws or other acts of government) that materially affect the performance under this Agreement. A Force Majeure Event does not include theft or loss, or events caused by the negligent or intentional acts or omissions of the affected party.
21. “Free Services” means Services that the Company makes available free of charge. Free Services exclude Services offered as a free trial and Purchased Services.
22. “Full-time Equivalent Employees” (“FTEs“) means the number of total hours worked by employees or contractors divided by the maximum number of compensable hours in a full-time schedule as defined by law or the organization.
23. “HIPAA” means the Health Insurance Portability and Accountability Act.
24. “Incident” means an occurrence that actually or potentially jeopardizes the confidentiality, integrity, or availability of an information system or the information the system processes, stores, or transmits or that constitutes a violation or imminent threat of violation of security policies, security procedures, or acceptable use policies.
25. “ISO” means the International Standards Organization
26. “Laws” means any and all applicable international, national, and local laws (including regulations and binding judicial law) as amended, extended, repealed and replaced, or re-enacted.
27. “List Price” means the price at which the Company offers a service to Clients when the Company is directly responsible for billing the Client.
28. “Marketplace” means an online directory, catalog, or marketplace of applications that interoperate with the Services, including, for example, the FutureFeed Marketplace at http://Marketplace.FutureFeed.co/ and any successor websites.
29. “Marks” means a Party’s trademarks, trade names, trade dress, or logos (collectively).
30. “Material Discrepancy” means aggregate amounts revealed to be owed to the Company in excess of a total of five percent (5%) of the Service Fees which were to be paid by or through that entity for the applicable Services during the period subject to audit.
31. “NIST” means the National Institute of Standards and Technology
32. “Non-FutureFeed Application” means documents, templates, Web-based, mobile, offline, or other software functionality that interoperates with a Service that is provided by an entity other than the Company and a) is available for purchase as an “add-on” to a Service, and/or b) is listed on a Marketplace. Non-FutureFeed Applications will identify the third party providing the application.
33. “Order Form” means an ordering document, such as, without limitation, an invoice or online order form, specifying the Services to be provided hereunder that is entered into between or on behalf of a Client, Partner, or any of their Affiliates or authorized agents, including any addenda and supplements thereto.
34. “Partner” means the entity whose information is submitted to Company as part of a Partner Program application/enrolment process and whose application is subsequently approved by the Company.
35. “Partner Portal” means the website(s) through which the Company may provide access to tools, documents, and communications to those participating in a Partner Program.
36. “Partner Program” means a program through which a Partner is permitted to resell, sublicense, or otherwise permit the Partner’s Clients to access a Service.
37. “Personal Data” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household (a “Data Subject”), including, without limitation:
    1. social security number;
    2. drivers’ license number or non-driver identification card number;
    3. account number, credit, or debit card number;
    4. any security code, access code or password that would permit access to an individual’s financial account; or
    5. biometric records.
38. “Price List” means the then current list of Services and their corresponding Services Fees under a Service Offering.
39. “Publication Date” means the most recent date upon which this Agreement was modified by the Company, as evidenced by the Change Log below.
40. “Purchased Services” means Services that are purchased for a fee via an Order Form, online purchasing portal, or other mechanism, as distinguished from Free Services or those provided pursuant to a free trial.
41. “Relevant Records” means, collectively, the books, documents, data, records, papers, and other information and materials related to transactions and obligations contemplated by this Agreement.
42. “Representatives” means the employees, agents, contractors, advisors and consultants (each acting in such respective capacity) of a party or its Affiliate.
43. “Security Breach” means the loss of control, compromise, unauthorized disclosure, unauthorized acquisition, or any similar occurrence where: a person other than an authorized user accesses or potentially accesses personally identifiable information; or an authorized user accesses personally identifiable information for another than authorized purpose.
44. “Service” or “Services” means the Company’s online services, including related tools, software, hardware, offline or mobile components, or professional support or consulting services, that are ordered by a Partner or Partner Affiliate for that Partner’s use or for use on behalf of a Client or Affiliate, or by a Client for Client’s own use or use by an Affiliate, or provided to Client free of charge (as applicable) or under a free trial, as described in the Documentation. Services exclude Content and Non-FutureFeed Applications. Services must be ordered via an Order Form.
45. “Service Fee” means the royalty, commission, fee, or price to be paid for a Service under a Service Offering.
46. “Service Offering” means the terms, conditions, and other Services Materials arising under this Agreement applicable to an engagement with the Company pursuant to which the Company makes available certain rights or other benefits related to using, interoperating with, integrating, sublicensing, distributing, re-selling, promoting, or marketing Services.
47. “Service Specific Terms” means the terms, conditions, or restrictions that apply to specific Services in connection with a Service Offering.
48. “Services Materials” means the materials, disclosures, MSAs, and other terms and information associated with a specific Service.
49. “Small and Medium Business” (“SMB“) means companies with fewer than 200 FTEs.
50. “Software Code” means instructions, written or licensed for use and distribution by the Company, which can be interpreted by a computer and which facilitate providing a relevant Service. Software Code includes both source and object code, as well as configuration files and related information. Software Code expressly excludes software distributed under an Excluded License and Non-FutureFeed Applications.
51. “State-Owned Enterprise” means an entity for which any of the following conditions exist:
    1. a government entity or apparatus clearly controls the company;
    2. employees of the company are considered to be public officials or civil servants;
    3. the company is financed through governmental appropriations;
    4. the company is financed through revenues obtained from government mandated taxes, licenses, fees, or royalties;
    5. the company pays its profits to a government entity or apparatus;
    6. a government entity or apparatus is the largest single shareholder;
    7. a government entity or apparatus controls the board of directors;
    8. a government entity or apparatus can appoint the majority of the company’s administrative or managerial body or supervisory board;
    9. a government entity or apparatus can appoint less than a majority of the board but has negative veto powers;
    10. minister-level officials sit on the board;
    11. the company performs governmental functions; or
    12. a government entity or apparatus owns 30% or more of the company, directly or indirectly.
52. “Subscription” means access that is granted for a set period of time, such as to a Service, Content, Non-FutureFeed Application, or the like. Subscriptions are typically subject to terms set forth in a Service Offering.
53. “Taxes” means any national, federal, state, provincial or local taxes, fees, charges, surcharges, or other similar fees or charges arising as a result of or in connection with the transactions contemplated under the Agreement and include, sales and use taxes, value added, gross receipts taxes, utility user’s fees, municipal occupation and license taxes, excise taxes, business and occupations taxes, 911 taxes, franchise fees, universal service fund fees or taxes, regulatory cost recovery, and other surcharges, taxes imposed or based on or with respect to or measured by any net or gross income or receipts (other than taxes based upon the Company’s net income and any gross receipts taxes imposed in lieu of taxes on the income or profits of the Company), franchise taxes, stamp taxes, taxes on doing business, duties, tariffs, levies, withholding taxes and any taxes that arise on the distribution or provision of Services or services by Partner.
54. “Template” means an item (e.g., a Subscription or a document) that serves as a pattern for other, similar items.
55. “Third-Party Service Provider” or “TPSP” means an organization which provides services to Client, such as, without limitation managed IT services, managed security services, consulting services, MEPs, SBDCs, PTACs, and other such organizations.
56. “User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual (such as, without limitation, an employee, TPSP, or agent of a Client, or employees of third-parties, including TPSPs, with which clients transacts business):
    1. who is authorized by Client to use a Service; and,
    2. to whom Client (or, when requested by Client, the Company or a Partner) has supplied a user identification and password.

Version: 23.04a

Change Log:

23.04a – 03-APR-2023 – Added definitions for Security Breach and Incident

22.06c – 16-JUN-2022 – Added definitions for CIS, CMMC, DFARS, FAR, HIPAA, and ISO

22.06b – 03-JUN-2022 – Added Template and Commission definitions

22.06a – 02-JUN-2022 – Added FTE definition

22.04a – 29-APR-2022 – Initial Online Version Publication