3.1 “Customer Data” means any data that is provided by Customer to Stratfor (including through the Stratfor Products and Order Form) or accessed, stored or processed by Stratfor 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 “Stratfor 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 Stratfor proprietary content, software, information and materials, including any application programming interface that supports the interoperation of Customer’s intranet or software applications with Stratfor’s website(s) and/or content ; (b) discussion, chat or similar forums provided or made available by Stratfor (“Stratfor Forums”), and (c) Stratfor’s intelligence and analytical methodologies. Customer’s access to and use of certain Stratfor Products (including reports available through the StratStore™) may be subject to additional terms and conditions as disclosed to Customer in connection with accessing such Stratfor Products.
3.6 Stratfor 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 Stratfor Products for individual use (including billing questions) by calling 1-877-978-7284 from within the United States and Canada or at +1-512-744-4300, option 2 from outside the United States and Canada, or by sending an email addressed to [email protected]. Customers may contact our Enterprise Services Department regarding any issues or concerns related to Stratfor Products for team or enterprise use (including billing questions) by calling 1-877-978-7284 from within the United States and Canada or at +1-512-744-4300, option 4 from outside the United States and Canada, or by sending an email addressed to [email protected].
4.2 Stratfor 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 Stratfor Products ordered by Customer. Notify Stratfor’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 Stratfor 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 Stratfor Product gives you the ability to share a portion of a Stratfor 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 Stratfor Product. Any other sharing of Stratfor Products (by copying the content or otherwise replicating it) is prohibited, unless otherwise agreed in writing by Stratfor.
4.7. Stratfor 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. Stratfor makes no representations, warranties, covenants or guarantees regarding Third Party Offerings, whether or not such Third Party Offerings or services are designated by Stratfor as "certified," "approved," “recommended” or otherwise, or are provided by a third party that is a member of a Stratfor “partner” or similar program.
4.8. Stratfor warrants that the Stratfor Products are based on Stratfor’s reasonable efforts to compile and analyze the best sources reasonably available to Stratfor at any given time ; provided, however, any opinions reflect Stratfor’s judgment at the time and are subject to change. Stratfor does not give investment advice, or advocate or recommend the purchase or sale of any security or investment. Stratfor Products may include facts, views, opinions, and recommendations of individuals and organizations deemed of interest by Stratfor. Stratfor does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse, these views, opinions, or recommendations. Stratfor will comply with all Laws applicable to the Stratfor Products, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any other applicable anti-corruption Laws.
4.9. Stratfor may use Customer Data to the extent necessary to make the Stratfor Products available to Customer. Customer owns all right, title and interest (including all intellectual property rights) in and to its Customer Data. Stratfor 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 Stratfor 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. Stratfor will promptly notify Customer in writing upon discovery of any breach or compromise of any Customer Data.
5.1. Customer will provide, and update as needed, information as necessary for Stratfor to communicate with Customer from time to time regarding the Stratfor 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. Stratfor Forums may or may not be moderated by Stratfor Personnel, and content (including queries and comments) posted by Authorized Users may or may not be visible to other participants in the Stratfor Forum (including other Stratfor customers), depending on the specific terms of the applicable Stratfor Forum(s). Stratfor is not responsible for, and cannot guarantee the accuracy, quality, integrity or veracity of, any information posted to any Stratfor Forum(s). Customer acknowledges that its Authorized Users should not post any proprietary or confidential information in any Stratfor Forums. You grant Stratfor 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 Stratfor Forums, as Stratfor deems appropriate in Stratfor’s sole discretion. Stratfor Forums may be subject to additional guidelines, codes of conduct or similar guidelines or policies published by Stratfor for Stratfor Forums, and Authorized Users must comply with all of the foregoing.
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 Stratfor Products as set forth in an Order Form, Stratfor 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 Stratfor Products as set forth in an Order Form, Stratfor 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 Stratfor Product with a credit card, you authorize Stratfor to automatically charge your credit card at the then-current rate 30 days prior to the expiration of the term of your Order FormIn addition, Stratfor 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 Stratfor. 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 or StratStore report), Stratfor 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 Stratfor’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 Stratfor may, without limiting Stratfor’s other rights and remedies, suspend Customer’s access to the Stratfor Products until such amounts are paid in full. However, for Order Forms that include more than one Authorized User, Stratfor 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 Stratfor Products, and Stratfor will add such taxes to the charges for Stratfor Products. Stratfor will be responsible for any taxes assessed on Stratfor’s net income or employees.
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.
7.1. 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”).
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 Stratfor 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. Stratfor and the applicable Customer each will, in connection with the provision or use of the Stratfor Products (as appropriate), comply with all applicable Laws.
In addition to the terms set forth above, the following additional terms will apply to Stratfor’s “Lens” family of content, including Threat Lens™ (collectively, “Lens Products”). Unless otherwise agreed by Stratfor in writing, these additional terms will not apply to the provision or use of any other Stratfor Products. To the extent of any conflict between the additional terms set forth in this Section and the terms set forth above, the additional terms set forth in this Section will control.
11.1. “Account Manager” means the individual designated by Stratfor as Customer’s primary point of contact for purposes of an Order Form for Lens Products. Stratfor may change an Account Manager .
11.2. “Service Units” means a prepaid unit of services that may be used by Customer to access various analyst or other interactions with Stratfor, as set forth in an Order Form for Lens Products.
11.3. “Stratfor Custom Services” means custom reports or other custom services set forth in an Order Form for Lens Products.
11.4. Each User License to a Lens Product entitles the Authorized User to do only the following (the “Lens Product User License Rights”): (a) use the applicable Stratfor Products in the performance of the Authorized User’s role for the Customer organization named in the applicable Order Form(s) ; (b) distribute information based upon the Stratfor Products within the Customer organization named in the applicable Order Form(s) ; and (c) make a copy or slide of each of the reports, briefings, scorecards, rankings, threat or other matrices, forecasts, spreadsheets, graphics, tables or charts contained in the Stratfor Products for presentation and distribution within the Customer organization named in the applicable Order Form(s), so long as Stratfor’s copyright and other proprietary notices remain affixed thereto. An Order Form may contain additional User License Rights with respect to particular Stratfor Products ordered thereunder. The User License Rights do not include the right to sell, transfer, sublicense, copy, republish, upload, post, distribute, or broadcast the Stratfor Products to any third party nor any employee, consultant or contractor of Customer who is not an Authorized User, except as expressly set forth in the first sentence of this Section.
11.5. Stratfor will provide the applicable Lens Products in accordance with Stratfor’s then-standard service level agreement. Stratfor will provide a copy to Customer upon request.
11.6. Unused Service Units for a Lens Product that were designated in the applicable Order Form(s) in “monthly” increments may be carried over to future months, provided that all unused Service Units will expire at the end of the applicable contract year, and will not carry forward to future periods. Stratfor will track Customer’s usage of Service Units and, upon Customer’s reasonable request, provide periodic reports to Customer regarding usage of Service Units, in accordance with Stratfor’s then-standard tracking and provisioning policies and procedures. Service Units that are measured in increments of time generally will be consumed in quarter-hour increments, in accordance with Stratfor’s then-standard tracking and provisioning policies and procedures. Stratfor may provide an estimate of the Service Units that would be consumed in order to address a specific Customer tasking upon Customer’s request. Stratfor may respond to requests that would require the expenditure of Service Units from any Authorized User, unless Customer has otherwise limited the use of Service Units to specific Authorized Users by giving Stratfor written notice. All provisioning requests for Service Units must be made to Customer’s Account Manager.
11.7. If an Order Form for a Lens Product includes a Stratfor application program interface (“Stratfor API”), Stratfor grants to Customer a non-exclusive, non-transferable right to use such Stratfor API solely for the purpose of accessing such Lens Product during the term(s) of the applicable Order Form(s), in accordance with Stratfor’s technical requirements and limitations for each Stratfor API as published by Stratfor from time to time. Upon the expiration or termination of the applicable Order Form(s), Customer will cease all use of the Stratfor API’s and delete all Stratfor API’s from Customer’s computer systems.
11.8. Stratfor warrants that accessing the Lens Products will not introduce into any Customer systems any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code. Stratfor also warrants that the Lens Products do not and will not infringe, violate, or misappropriate the copyright, patent or trade secret of any third party.
11.9. Stratfor warrants that, except as disclosed in writing to the applicable Lens Product Customers, no officer, director, or employee of Customer: (a) has received or will receive anything of value of any kind from Stratfor in connection with this Agreement ; or (b) has a business relationship of any kind with Stratfor.
11.10. Stratfor will maintain complete and accurate records relating to its provision of Lens Products to each Customer. The applicable Customer may audit such records during regular business hours, with reasonable advance notice and subject to reasonable confidentiality procedures. No Lens Product Customer may audit Stratfor more than once annually unless an audit reveals a noncompliance or is needed to satisfy such Lens Product Customer’s own legal compliance obligations or (if applicable) obligations as a publicly-traded company.
11.11. Stratfor covenants to Lens Product Customers that Stratfor will obtain and keep in effect, at Stratfor’s expense, insurance coverage as follows: (a) commercial general liability insurance, on an occurrence policy form, with policy limits equal to or greater than $1,000,000 per occurrence (combined single limit) and $2,000,000 in the aggregate, covering operations by or on behalf of Stratfor ; (b) professional liability or errors and omissions insurance including cyber liability coverage, with policy limits equal to or greater than $3,000,000 annual aggregate ; coverage to include the following: defamation, copyright infringement, trademark, and trade dress, loss of data, invasion of privacy, network security liability, theft, unauthorized disclosure, alteration, corruption, destruction or deletion of information stored or processed on a computer system, the failure to prevent the transmission of malicious code or malware (intentional or unintentional), remediation expenses, and infringement upon, materials used in the project or provision of services ; (c) workers’ compensation as required by law and employer’s liability insurance with policy equal to or greater than $1,000,000 combined single limit for each accident for bodily injury by accident, and $1,000,000 each employee for bodily injury by disease policy limits and $1,000,000 policy limit by disease ; and (d) umbrella liability insurance, on an occurrence policy form, with policy limits of $3,000,000 per occurrence and in the aggregate. Stratfor will furnish to Lens Product Customers a Certificate of Insurance evidencing all required coverages upon request.
11.12. Stratfor maintains, and periodically updates, a disaster recovery plan for business continuity and infrastructure redundancy, as well as incident response, risk management and prevention plans, for the Lens Products. Stratfor also conducts annual penetration testing and quarterly vulnerability scanning for the Lens Products. Stratfor will provide an executive summary of such plans and test results to Lens Product Customers upon request. In event of a disaster, Stratfor will implement the disaster recovery plan and otherwise use all necessary continuous efforts to reinstate the availability of the affected Lens Products as quickly as possible, at Stratfor’s expense.