GENERAL TERMS AND CONDITIONS
1. Definitions.
(a) “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with a Party, where “control” is defined (and used throughout this Agreement) as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an such entity, whether through ownership of voting securities, by contract, or otherwise.
(b) “Applicable Law” means, if and to the extent applicable and binding on Simon or Retailer in connection with the Simon Search Services:
1. any law, statute, or regulation in force from time-to-time to which a Party is subject
2. common law and laws of equity;
3. any binding court order, judgment, or decree; or
4. any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over a Party or any of that Party’s assets, resources or Business.
(c) “Retailer Data” means data on Items offered by sale by Retailer at any Store including, without limitation, Item data (including a description of the Item), Item pricing (including current Item price and sale price(s)), Item options or modifiers and associated price options, Item inventory (including the quantity of Items in stock at a specific Property), and Store data (including Store location within a Property). Retailer Data includes all versions and updates of any Retailer Data provided to Simon by Retailer, published by Retailer on Retailer’s own digital channels, or otherwise made available to Simon or the public during the Term (as defined in Section 7). Retailer Data does not include any information relating to an identified or identifiable natural person (“Personal Data”) including, but not limited to, the definition of “personal information” or other similarly defined terms in Applicable Laws regarding the privacy of consumer or household data. Retailer Data may include the trade names, logos, images, designs, or other materials or information in which Retailer or a third party has or may claim intellectual property right(s) including, without limitation, rights in trademark, copyright, or trade secret law (“IP Rights”) or that Retailer or such third party may consider Confidential Information (as defined in Section 6) about the Items in such Retailer Data (collectively, “Protectable Material”). For purposes of clarification, Simon obtains no ownership rights in any Retailer Data or any Protectable Material by virtue of this Agreement beyond the licenses expressed in this Agreement.
(d) “Permitted Uses” means the publishing of Retailer Data by Simon in the Simon Channels as part of the Simon Search Services to achieve the Purpose and the promotion of the availability of such Retailer Data through the Simon Search Services on Simon Channels or on third-party provided promotional media. Retailer agrees that the Simon Search Services may be delivered on Simon Channels and promoted through media that may employ any of the following access, delivery, or use technologies: online (including on the Internet and World Wide Web [“Web”]); local area network or wide area network at a Property; electronic mail and messaging, including, without limitation, Simple Messaging Service (“SMS”) and Multi-media Messaging Service (“MMS”) messages; publicly available media not under the control of Simon, including, without limitation, social media; or through other media channels developed on other electronic access,
