Last Updated: January 13, 2024
These definitions are incorporated into any referencing Agreement(s) between Cato Digital and Customer. Unless otherwise defined in the referencing document, terms will have the following meanings:
“Acceptable Use Policy,” “AUP” means the policy located at https://cato.digital/terms/aup (and any successor or related locations designated by us), as may be updated by us from time to time.
“Account,” “the Account”, “your Account” (with or without capitalization) means Customer’s Cato Services “organization” account.
“Admin Console” means the online console(s) or dashboard(s) provided by Cato Digital to Customer for administering the Services.
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
“API” means an application program interface.
“Applicable Data Protection Law” means all laws and regulations applicable to and binding on the processing of Customer Data by a party, including, as applicable, the GDPR and the UK Data Protection Act 2018.
“Binding Corporate Rules” has the meaning given to it in the GDPR.
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
“Cato Services Facility” means a location within the Cato Digital Network where specific Services may be used by Customer.
“Cato Content”, “Cato Digital Content”, and “Cato Data” means APIs, WSDLs, sample code, software libraries, command line tools, proofs of concept, templates, advice, information, programs (including credit programs) and any other Content made available by us and our affiliates related to use of the Services or on the Cato Digital Site and other related technology (including any of the foregoing that are provided by our personnel). Cato Digital Content does not include the Services or Third-Party Content.
“Cato Network” means the servers, networking equipment, and host software systems (for example, virtual firewalls) that are within Cato Digital’s control and are used to provide the Services.
“Cato Digital Site” means https://cato.digital (and any successor or related locations designated by us), as may be updated by us from time to time.
“Cato API” means any API provided by Cato Digital as part of the Services.
“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under the referencing Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
“Cato Digital Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners, or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Cato Digital Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Cato Digital Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Cato Digital Confidential Information.
“controller” has the meaning given to it in the GDPR.
“Customer” has the meaning given to it by the referencing Agreement.
“Customer Application” means a software program that Customer creates or hosts using the Services.
“Customer Data” and “Your Data” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Cato Digital Account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any End User stores in Cato Digital Services. Your Content does not include Account Information.
“Customer Personal Data” means the personal data contained within the Customer Data, including any special categories of personal data as defined in Applicable Data Protection Law.
“Documentation” means the Cato Digital documentation (as may be updated from time to time) in the form generally made available by Cato Digital to its customers for use with Cato Services at the Cato Digital Site.
“DPA” or “Data Processing Addendum” means the then-current terms describing data processing and security obligations with respect to Customer Data, as described at https://cato.digital/terms/dpa.
“End User” or “End Users” means the individuals who are permitted by Customer to use Cato Services. For clarity, End Users may include employees of Customer Affiliates and other authorized third parties.
“EEA” means the European Economic Area.
“Export Control Laws” means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
“Fee Accrual Period” means a calendar month or another period specified by Cato Digital in the Admin Console.
“Fees” means the applicable fees for each Service, Software, or TSS plus any applicable Taxes.
“GDPR” means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
“High Risk Activities” means activities where the use or failure of Cato Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
“including” means including but not limited to.
“Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
“Intellectual Property License” means the separate license terms that apply to your access to and use of Cato Digital Content and Services located at https://cato.digital/terms/ip-license-terms (and any successor or related locations designated by us), as may be updated by us from time to time.
“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
“Notification Email Address” means the email address(es) designated by Customer in the Admin Console.
“Personal Data” means any information which are related to an identified or identifiable natural person or any special categories of personal data as defined in Applicable Data Protection Law.
“Policies” means the Acceptable Use Policy, Privacy Notice, the Service Terms, all restrictions described in the Cato Content and on the Cato Digital Site, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the Cato Digital Site.
“Privacy Notice” means the privacy notice located at https://cato.digital/terms/privacy (and any successor or related locations designated by us), as may be updated by us from time to time.
“processing” has the meaning given to it in the GDPR and “process”, “processes” and “processed” will be interpreted accordingly.
“processor” has the meaning given to it in the GDPR.
“Prohibited Content” means any information which violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including the Service Terms, or the Acceptable Use Policy)
“Security Incident” means a breach of Cato Digital’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data.
“Security Standards” means the security standards attached to the Data Processing Addendum as Annex 1.
the “Services”, “Cato Digital Services”, and “Cato Services” means the Cato Digital websites, applications, products, events, experiences, and other Cato Digital provided services, including the Admin Console, excluding any Third-Party Offerings.
“Service Controls” means the controls, including security features and functionalities, that the Services provide, as described in the Documentation.
“Service Level Agreement”, “SLA” means each of the then-current service level agreements at https://cato.digital/terms/sla/ (and any successor or related locations designated by us), as may be updated by us from time to time.
“Service Terms” means the rights and restrictions for particular Services located at https://cato.digital/terms/universal (and any successor or related locations designated by us), as may be updated by us from time to time.
“Software” means any downloadable tools, software development kits, or other such computer software provided by Cato Digital in connection with the Services, and any updates Cato Digital may make to such Software from time to time, excluding any Third-Party Offerings.
“Suspend” or “Suspension” means disabling or limiting access to or use of the Services or components of the Services.
“Taxes” means all government-imposed taxes, except for taxes based on Cato Digital’s net income, net worth, asset value, property value, or employment.
“Third-Party Content” means Content made available to you by any third party on the Cato Digital Site or in conjunction with the Services.
“Third-Party Offerings” means (a) third-party services, software, products, and other offerings that are not incorporated into the Services or Software, (b) offerings identified in the “Third-Party Terms” section of the Service Specific Terms, and (c) third-party operating systems.
“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
