Last Updated: August 25, 2023
General Terms
1.1. The Services. Applause shall provide the Services to Customer in accordance with these Terms and Conditions and the Order Form (collectively, this “Agreement”). The Services are identified on the Order Form, or otherwise by Applause. In connection with the Services, Customer shall obtain a beneficial interest in a custodial account opened through Applause’s Bank Partner (the “Account”). Applause does not provide any financial services, and all financial services are provided by the Bank Partner.
1.2 Onboarding. The successful onboarding of Customer and each participating Employee is necessary in order for Applause to provide the Services. This Agreement is null and void if Customer does not successfully complete the onboarding process. Customer shall promptly and fully comply with all onboarding and continuing eligibility requirements of Applause and the Bank Partner necessary for Customer to access and obtain any Services, and Customer hereby authorizes Applause, Bank Partner and their third party vendors to retrieve and obtain information about Customer as necessary in order to receive, and continue to receive, the Services. Customer shall promptly respond to any information requests from Applause or Bank Partner. Customer shall promptly provide any reports or notifications required by Applause in order to provide the Services, including prompt notice of the termination or death of an Employee, or that an Employee is otherwise ineligible for the Services. Customer represents and warrants that any information that it provides to Applause and/or Bank Partner is true, accurate, and complete. Customer acknowledges and agrees that its Employees are subject to onboarding requirements in connection with the Services, and Customer shall fully cooperate with Applause and Bank Partner in connection with the onboarding of Customer’s Employees.
1.3 Ineligible Employees. Customer agrees to accept the transfer of any funds in the name of or identified with any Ineligible Employee, subject to any applicable policies and procedures of Applause. Applause shall have no obligations or liabilities as to Customer’s acts or omissions related to any Customer or Employee funds, including any such transferred funds. “Ineligible Employee” means an Employee that (a) has not provided the information and documentation necessary for the completion of any applicable onboarding requirements, (b) was not approved by Bank Partner, (c) is no longer employed by Customer, or (d) is otherwise no longer eligible to participate in the Services. Notwithstanding the generality of Section 5, Customer shall comply with all Applicable Laws, including state labor and employment laws, relating to and in connection with its receipt and distribution of any funds contemplated by this Section 1.3.
1.4 Complaints and Disputes. Applause shall provide assistance with any Employee inquiry, complaint, or dispute related to the Services. Customer shall fully cooperate and promptly provide all information requested by Applause to resolve such inquiries, complaints, or disputes, and Customer hereby authorizes Applause to communicate with Bank Partner on its behalf in connection with the same.
1.5 Restrictions. Customer may only access, use, and make available the Services for Customer’s own legitimate business purposes and will not (a) use the Services in a manner that violates any Applicable Laws or for any illegal purposes or activities, (b) use the Services for any activities prohibited by the Bank Partner, (c) directly or indirectly reverse engineer, reverse assemble, decompile or disassemble (or otherwise seek to determine or derive the source or object code of) all or any portion of any software or other materials comprising any of the Services, (d) directly or indirectly modify, alter in any fashion, translate or create derivative works or additional products or services based on the Services, or (e) directly or indirectly sell, resell, assign, sublicense, copy, reproduce, transmit, transfer, modify, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on the Services. In the event Applause and/or Bank Partner, in each’s sole discretion, believes you may have engaged in any of the above restricted activities, Applause or Bank Partner may take various actions to protect Applause, Bank, Employees, other customers and third parties, including notifying Bank Partner, third parties and law enforcement of your actions, instructing Bank Partner to withhold the distribution of funds from the Account to protect against the risk of liability, updating inaccurate information about you and/or refusing to provide Services to you in the future.
1.6 Credentials. Customer shall safeguard and maintain the confidentiality and security of all account credentials, passwords, and log-ins necessary to access the Services.
Account Terms; Financial Services
2.1 Your Relationship with the Bank Partner. The Bank Partner will act as custodian of the Account and, subject to the terms and conditions of this Agreement, will act for the benefit of all Customers having funds deposited in the Account. The funds will be held in the name of the Bank Partner, as custodian. You specifically acknowledge and agree that funds transferred into the Account will be pooled and commingled with funds of other Applause customers and amounts due and owing to Bank Partner and/or Applause as fees pursuant to the terms of this Agreement.
2.2 Your Relationship with Applause. Customer hereby appoints Applause to act as Customer’s agent for the purpose of the fulfillment of any Services provided through the Bank Partner, including to: (a) receive and provide notices and communications on Customer’s behalf; (b) maintain records of the Account and transactions on the Account; (c) authorize and direct the Bank Partner to debit and credit accounts at other financial institutions; (d) make individual transaction information available to Customer and Employees; (e) collect the information necessary to establish your interests in the Account; (f) to disclose such information to the Bank Partner; and (g) take any other action that Applause deems necessary or desirable to carry out the transactions constituting the Services. Customer hereby authorizes the Bank Partner to follow the instructions of Applause (whether electronic, written or oral) and agrees that the Bank Partner may completely rely on such instructions without further investigation or authorization.
2.3 Relationship between Bank Partner and Applause. Customer acknowledges and understands that Applause provides certain services to and acts on behalf of Bank Partner, including marketing Bank Partner services, delivering communications on behalf of Bank Partner, collecting information from customers and Employees and authorizing, authenticating and completing transactions. You acknowledge and expressly agree to Applause’s acting as both your agent and as the agent for the Bank Partner for purposes of this Agreement. You hereby waive any conflict resulting from such relationships.
2.4 The Account. The Bank Partner will hold title to all funds deposited in the Account for the proportionate benefit of Applause’s customers as shown on the records maintained by Applause and/or the Bank Partner (or its third party service provider), as applicable. The funds will be held in the Account until such time as payments are made to Employees per the respective Employee’s direction. By providing payment information to Applause, you are authorizing Applause, acting as your designated agent, to instruct the Bank Partner to transfer funds to and make payments from the Account.
2.5 No Interest. You agree that you will not receive interest or other earnings on the funds in the Account. In addition to any other fees paid by you in connection with the Services, you agree that in consideration for your use of the Services, you irrevocably transfer and assign to Bank Partner and Applause any ownership right that you may have in any interest that may accrue on funds held in the Account.
Fees and Payments; Taxes; Reimbursements
3.1 General Fees and Payment Terms. Customer shall pay to Applause the Fees in the amounts and frequencies identified on the Order Form and as otherwise provided in this Section 3.1. All Fees are non-refundable. Customer shall pay to Applause Subscription Fees in accordance with the billing cycle specified on the Order Form, in full, and in advance on the first day of each month or contract year (or the first day of any other billing cycle specified on the Order Form). Customer shall pay all other Fees monthly,[CK1] or at other intervals established by Applause from time to time. Customer shall designate and authorize the debiting of one or more of its bank accounts, credit cards, or other authorized payment methods permitted by Applause (each, a “Payment Method”) for the payment of Fees and to true-up Bonus Funds in accordance with Section 3.2 below. To the extent Applause is unable to fully debit Customer via any Payment Method for any such amounts, Customer agrees to promptly (and in no event no later than thirty (30) days after such amounts are due) pay to Applause any outstanding amounts owed to Applause.
3.2 Incentive or Bonus Payments. For each month during the Term, Customer shall have access to certain funds in the Account, in an amount determined by Applause in its sole discretion (which may be zero), for purposes of "incentive” or “bonus” payments made by Customer to Employees during such month (“Bonus Funds”), subject to any additional terms and conditions for such incentives or bonuses as may be provided by Applause from time to time. At any time specified by Applause (which may be weekly, monthly, or at the time of use) Applause shall be entitled to debit the Customer using any Payment Method in order to make a true-up payment to Applause for any such Bonus Funds used by Customer and the related Bonus Processing Fees. Upon termination of this Agreement, Customer shall no longer have access to, or any rights in, the Bonus Funds, and shall make a final true-up payment to Applause.
3.3 Late Payments. Applause may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Applause fifteen (15) days after the date of the invoice. In the event of a missed payment, Customer has fifteen (15) days to cure the nonpayment. If no payment is received following the cure period, in addition to any other remedy that may be available to Applause, the amount due will bear interest at the rate of 1.5% per month (or the maximum rate permitted by law if less than 1.5%).
3.4 Taxes. Each Party shall be responsible for the payment of any taxes (whether federal, state, local, or otherwise) required to be paid by such Party in connection with this Agreement. As between the Parties, Customer shall be solely responsible for the payment and reporting of any taxes (whether federal, state, local, or otherwise) related to employee tips, bonuses, or other compensation, including withholding requirements.
3.5 Reimbursements. As between the Parties, Customer shall be solely and fully liable and responsible for, and shall reimburse Applause for, any fees, costs, expenses, or any other liabilities arising from or related to Customer’s use of the Services imposed by Bank Partner, including any losses arising from an ACH return or any other dispute, and any fraudulent, unauthorized, or illegal use of the Services. Without limiting the generality of the foregoing sentence, Customer shall promptly reimburse Applause for any amounts debited by Bank Partner (from any reserve account maintained by Applause or otherwise) to the extent caused by Customer’s (or Customer’s Employee’s) use of the Services, and Customer hereby authorizes Applause to charge Customer for any such amounts and to debit such amounts by using any Payment Method.
Representations and Warranties
Each Party represents and warrants to the other Party as follows: (a) it has the requisite power, authority, licensing and authorization to enter into the Agreement and carry out the terms hereof, (b) the execution, delivery and performance of the Agreement are not prohibited or impaired by any agreement, judgement, or other restriction to which it is a party or by which it is bound, and (c) assuming the other Party’s due execution and valid authorization of this Agreement, this Agreement constitutes a valid and legally binding contract that is enforceable against such Party in accordance with its terms.
Compliance with Laws
Each Party shall comply with all Applicable Laws which relate to its respective activities, rights, and obligations under this Agreement. “Applicable Laws” means any and all applicable statutes, laws, rules, regulations, ordinances, orders, decrees or the like promulgated by any governmental or regulatory body, agency, department, commission, board, bureau, agency, regulatory authority, instrumentality, or judicial or administrative body, whether federal, state, or local or in a foreign country having jurisdiction over one or both of the Parties and the subject matter of this Agreement. Customer shall comply with any restrictions on the export or re-export of the Services and any related software in accordance with any Applicable Laws, including any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. “Applicable Laws” includes the rules and regulations of the National Automated Clearing House Association, and the Parties specifically agree to comply with such rules and regulations in connection with automated clearinghouse payments.
Term and Termination
The initial term of this Agreement is as set forth on the Order Form (the “Initial Term”) and shall begin on the Effective Date as set forth on the Order Form (and, if no “Effective Date” is included on your Order Form, the Effective Date of the Services is the date that you began receiving the Services). Unless otherwise stated on the Order Form, this Agreement shall automatically renew for successive terms (each, a “Renewal Term”) of equal length as the Initial Term; provided, that Customer can terminate this Agreement by written notice to Applause within thirty (30) days prior to the beginning of any Renewal Term. The Initial Term and each Renewal Term are, collectively, the “Term.” Applause may terminate this Agreement at any time by providing notice to Customer; further, Bank Partner, whether directly or through Applause, shall be entitled to suspend, limit, or terminate Customer’s access to and use of the Services provided by Bank Partner at any time. Termination of this Agreement shall not affect a Party’s respective rights, obligations and remedies under this Agreement that have accrued prior to the date of termination including Customer’s payment obligations herein.
Confidentiality; Data Sharing; Data Security
7.1 Confidentiality. A Recipient shall: (a) use Confidential Information solely for the purpose of performing its obligations (including the Services) and/or receiving the benefit of its rights under this Agreement; (b) treat Confidential Information with the same degree of care it accords its own Confidential Information of like nature, but not less than a reasonable degree of care; and (c) keep and disclose Regulated Information in accordance with Privacy Laws. Recipient shall not disclose any Confidential Information other than on a “need to know” basis to its investors, board members, counsel, employees, officers, or other agents or representatives (including Bank Partner and its agents or representatives) (collectively, “Representatives”), provided that such Representatives are informed of the confidential nature of the information and agree to treat such information confidentially and in a manner consistent with the terms of this Agreement. Recipient may disclose Confidential Information to the extent required by Applicable Law or as requested or required by a court or judicial or administrative authority or entity; provided, however, that Recipient shall provide prompt, advance written notice (to the extent it is legally permitted to do so) to enable Disclosing Party to seek a protective order or other appropriate protection for the Confidential Information. In addition, Recipient shall ensure that any such information is treated as confidential by any third party to whom the information is disclosed.
7.2 Data Sharing. Customer hereby authorizes Applause and its Representatives (including its Bank Partner and its agents or representatives) to receive, store, process, disclose, share, and otherwise use Employee Data and Customer Data, and shall provide the same, in order to provide, and continue to provide, the Services, including for onboarding and dispute resolution assistance purposes. Customer represents, warrants, and covenants that it has all necessary rights, authorities and permissions to provide Employee Data and Customer Data to Applause and its Representatives for such purposes.
7.3 Data Security. Each Party shall be responsible for maintaining an information security program that is designed to: (a) ensure the security and confidentiality of Regulated Information; (b) protect against any anticipated and emergent threats or hazards to security or integrity of Regulated Information; (c) protect against unauthorized access to or use of Regulated Information that could result in substantial harm or inconvenience to Customer or any Employee; and (d) ensure the proper disposal of Regulated Information.
Intellectual Property
During the Term, Applause grants to Customer a non-exclusive, non-transferable, royalty-free license to access and use any software, mobile applications, or similar technology provided by Applause in connection with the Services. Except for the limited license provided in this Section 8, no Intellectual Property rights are granted, conveyed, or transferred under this Agreement, and Applause retains all rights, title, and interest in all of its Intellectual Property. "Intellectual Property" means any works, designs, materials, software, trademarks, trade names, inventions, copyrights, algorithms, know-how, and trade secrets of Applause.
Indemnification
Customer shall indemnify, defend, and hold harmless Applause and the Representatives (collectively, the “Indemnified Party”) against any and all proceedings, claims, demands, causes of action, damages, fines, reasonable expenses (including reasonable attorneys’ fees and other legal expenses), liabilities, harm or other losses (collectively, “Indemnified Losses”) that result from or arise out of Customer’s use of the Services or its breach of this Agreement. The foregoing will not apply to the extent an Indemnified Loss is caused by the gross negligence or willful misconduct of an Indemnified Party.
Disclaimer of Warranty
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, APPLAUSE AND BANK PARTNER SPECIFICALLY AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS (WHETHER EXPRESS, STATUTORY, OR IMPLIED) REGARDING THE SERVICES, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM STATUTE, CUSTOM, COURSE OF DEALING, TRADE USAGE, OR ANY OTHER SOURCES. NEITHER APPLAUSE NOR BANK PARTNER WARRANTS OR GUARANTEES THAT THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS, SPECIFICATIONS, OR REQUIREMENTS, OR THAT THE SERVICES WILL BE ACCURATE, ERROR-FREE, COMPLETE, TIMELY, OR UNINTERRUPTED. SERVICES MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY APPLAUSE OR BANK PARTNER, OR BECAUSE OF OTHER CAUSES BEYOND APPLAUSE AND/OR BANK PARTNER’S REASONABLE CONTROL. CUSTOMER ACKNOWLEDGES AND AGREES THAT BANK PARTNER MAY IMPOSE RESTRICTIONS ON TRANSACTION AMOUNTS, VOLUME, AND/OR OTHER CAPS RELATED TO THE SERVICES PROVIDED BY THE BANK PARTNER. APPLAUSE SHALL NOT BE LIABLE FOR ANY SERVICES PROVIDED BY THIRD PARTIES, INCLUDING BANK PARTNER.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF THESE DAMAGES. REGARDLESS OF THE CAUSE, APPLAUSE’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR, TO THE EXTENT THAT TWELVE (12) MONTHS HAVE NOT ACCRUED UNDER THIS AGREEMENT, THE AVERAGE MONTHLY FEES PAID BY CUSTOMER UNDER THIS AGREEMENT, TIMES TWELVE (12). THIS SECTION 11 APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, REPRESENTS A FAIR ALLOCATION OF THE RISK BASED ON THE FEES CHARGED HEREUNDER AND APPLIES EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
Arbitration
Any controversy, claim or dispute arising out of or relating to this Agreement, whether based on contract, tort, common law, equity, statute, regulation or otherwise shall be resolved will be resolved by arbitration conducted in accordance with the rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitral tribunal may be entered in any courts having jurisdiction thereof. The arbitration tribunal shall consist of a single arbitrator. The Party initiating the arbitration proceeding shall, in the notice of arbitration, nominate an arbitrator duly qualified to preside, and if the other Party does not object to the nominated arbitrator, such arbitrator shall preside. If the other Party objects by giving written notice, and if the Parties do not agree on an arbitrator within ten (10) days of such notice of objection, then a qualified arbitrator shall be appointed by the AAA, such arbitrator to be licensed to practice law in a U.S. jurisdiction, with experience arbitrating disputes involving parties in the financial services industry. The place of arbitration shall be Salt Lake City, Utah or via videoconference, unless the Parties shall have agreed to another location or medium within fifteen (15) days from the first referral of the dispute to the AAA. Each Party retains the right to seek judicial assistance: (a) to compel arbitration, (b) to seek temporary injunctive relief in any courts with jurisdiction over the Party against which the relief is sought (with such relief to extend only until the propriety of permanent relief can be decided by the arbitrator), (c) to obtain other interim measures of protection prior to or pending arbitration, and (d) to enforce any decision of the arbitrator, including the final award. Judicial assistance pursuant to this subsection may be sought in and of the courts located in Utah (and for purposes of provisions (b) and (c) exclusively in such courts), and the Parties submit to the jurisdiction thereof. Equitable relief shall be granted without the requirement of posting a bond.
Miscellaneous
(a) Amendments, Waivers. Applause may amend this Agreement at any time (including Fees) by providing thirty (30) days’ advance written notice to Customer; provided, Customer may terminate this Agreement during such thirty-day period if such amendment increases the Fees under this Agreement. This Agreement may not otherwise be amended, nor any provision herein waived, except in writing, signed by authorized representatives of the Parties. There will be no force or effect to any terms of any purchase order or similar form provided by Customer.
(b) Severability. In the event that any of the terms of this Agreement are or become illegal or unenforceable, such terms shall be null and void and shall be deemed deleted from this Agreement, and all the remaining terms of this Agreement shall remain in full force and effect.
(c) Attorneys’ Fees. In the event of any arbitration to interpret or enforce the provisions of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the other Party.
(d) Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of Applause. Applause may transfer, assign, and delegate any of its rights and obligations under this Agreement, in whole or in part, without consent. Applause may delegate Applause’s obligations under this Agreement to one or more third party vendors without providing notice to, or obtaining consent from, Customer.
(e) Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
(f) No Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Applause in any respect whatsoever. Applause is not, and shall not be, a party to or subject to any agreements as between Employer and any Employee, nor does this Agreement create any such agreement or relationship.
(g) Survival. Any payment or reimbursement obligations of Customer to Applause arising prior to the termination of this Agreement, as well as Section 2.4 and Sections 3-13, shall survive the termination of this Agreement.
(h) Notices. All notices under this Agreement will be in writing sent to the addresses listed in this Agreement, or as otherwise provided by a Party from time to time, and will be deemed to have been duly given when received, if personally delivered; when receipt is confirmed by the recipient, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
(i) Force Majeure. Applause shall not be responsible or liable for any delay or failure in performing the Services by the occurrence of unforeseeable and/or unavoidable circumstances beyond its reasonable control, including acts of God, acts or omissions of the Bank Partner or any third party vendors, fire, flood, war, government action, earthquakes, explosions, terrorism, embargoes, or epidemics or pandemics.
(j) Third Party Beneficiaries. The Bank Partner is an intended beneficiary of this Agreement. Nothing herein, whether expressed or implied, shall be construed to give any person other than Customer, Applause and the Bank Partner any legal or equitable right, remedy or claim under or in respect of this Agreement, and no action may be commenced or prosecuted against a Party by any third party (other than Bank Partner) claiming it is a third party beneficiary of this Agreement.
(k) Interpretation. Captions and headings in this Agreement are for convenience only, and are not to be deemed part of this Agreement. For purposes of this Agreement, the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” Definitions in the singular also apply in the plural, and vice versa. Any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto. References to “you,” “your” and similar terms means Customer.
(l) Choice of Law. The Agreement is governed by and construed in accordance with the laws of Utah, without giving effect to any choice of law or other provision that would result in the application of the laws of any other jurisdiction.
(m) Publicity. Customer shall not use the name or other trademarks (or any other Intellectual Property) of Applause in any press release or similar public communication relating to this Agreement, its subject matter or the transactions covered by it, or the activities of the Parties under or in connection with this Agreement, without the prior written approval of Applause. Applause may use the name or other trademarks (or any other Intellectual Property) of Customer, and Customer hereby grants to Applause all necessary licenses to do so during the Term, in any press release or similar public communication relating to this Agreement, including identifying Customer as a customer of Applause on Applause’s website and in its investor materials.
(n) Disclaimer. As between the Parties, Customer is solely responsible for any payments, taxes, communications and other obligations to its Employees in connection with the Services.
(o) Consent to Electronic Signature and Communications. The Parties agree to conduct business electronically. The Parties acknowledge that any electronic signature has the same legal effect as a physical signature.
Additional Definitions
Capitalized terms used in these Terms and Conditions, but not defined herein, are as defined in the Order Form. Additionally:
“Bank Partner” means any partner bank that provides financial services to Customer, whether directly or through a third party service provider.
“Confidential Information” means this Agreement (including its existence and its terms) and all other proprietary information, data, trade secrets, business information, financial information, technical information, software, code, and other information, including Regulated Information, of any kind whatsoever that a Party discloses (“Disclosing Party”), in writing, orally or visually, to the other Party (“Recipient”) or to which Recipient obtains access in connection with the negotiation and performance of this Agreement. Confidential Information does not include any information (other than Regulated Information) that Recipient can demonstrate: (a) was in the public domain at the time it was received; (b) enters the public domain through no fault of Recipient; (c) was in its possession or known by it prior to receipt from Disclosing Party; or (d) is independently developed by Recipient without use of or reference to Disclosing Party’s Confidential Information.
“Customer Data” means Confidential Information of Customer, including corporate, financial, or other information.
“Employee” means an employee or independent contractor of Customer.
“Employee Data” means Regulated information of an Employee.
“GLBA” means Title V of the Gramm-Leach-Bliley Act of 1999, as amended, and the regulations and regulatory guidance issued thereunder.
“Privacy Laws” means any and all Applicable Laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), disposal, destruction, disclosure or transfer of Regulated Information.
“Regulated Information” means “non-public personal information,” as defined under GLBA, as well as any similar term (e.g., “personal data” or “personally identifiable information”) provided under Privacy Laws.