“Affiliate” means (1) an entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, a Party, and (2), in the case of Marriott, a partnership or joint venture in which Marriott or an entity under clause (1) is a partner or principal.
“Charges” has the meaning set forth in Section 11.
“Claims” shall mean a claim, action, suit or proceeding (whether civil, criminal, administrative, arbitral, investigative or otherwise).
“Control” means, with regard to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or other ownership interests, by contract or otherwise; provided, however, that Control will be deemed to exist where any entity owns, directly or indirectly, more than 50 percent of the voting securities or other similar voting rights in, or ownership interests of, another entity.
“Customer” means Property’s customers or guests using the Services but not including Property Owner employees.
“Documentation” means, with respect to Software or technology provided by a party (including, with respect to Provider, the POS), (1) the user manuals, training materials, guides, product descriptions, technical manuals, user manuals, product specifications, supporting materials and other written materials (in print or electronic form, regardless of the medium in which they are stored or displayed) provided by the providing party that describe the function and use of such Software or technology and (2) any and all amendments, modifications and supplements to the foregoing. The Documentation for Software and technology provided by Provider includes the materials and descriptions identified or cross-referenced in Exhibit 2.
“Early Termination Fee” has the meaning set forth in Section 19.3.
“End User License Agreement” means the additional terms of service applicable to Property Owner’s and its Users, including employees’ use of the Services, including without limitation, the Toast App, available at http://pos.toasttab.com/end-user-license-agreement.
“Hardware” means any terminal, tablet, kitchen display screen (“KDS”), switch, router, card, cable, wall mount, printer or other item of physical hardware, as made available by Provider, and purchased under an Order.
“Integration Partner” means any partner that Provider has an integration with for Property Owner’s use (including but not limited to FreedomPay).
“Losses” means all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.
“Personal Data” means any information received, collected, accessed or otherwise Processed under the Property Agreement that, directly or indirectly, identifies or can be used to identify an individual, that can be used to derive information specific to a particular Individual, or that otherwise relates to an identifiable individual.
“Process” means the collection, recording, organization, structuring, alteration, access, disclosure, copying, transfer, storage, retention, deletion, combination, restriction, adaptation, retrieval, consultation, destruction, disposal, sale, sharing or other use of Personal Data, whether by automated means or otherwise.
“Professional Services” means the installation, implementation, integration, customization, and other services described in the applicable Project and any other similar activities necessary to make the POS available to Marriott in accordance with the Agreement. The term “Professional Services” does not include Support Services.
“Property Data” means all information entered in the POS (including any software or equipment) by or on behalf of Property, including information relating to Property’s employees or contractors, and information derived from such information, including as stored in or processed through the POS (including any related Systems). Property Data includes any data collected from the Users that is Property Personal Data (e.g., depending on the circumstances of the individual case and applicable Law, “hits,” “clickstream data,” and the like). The Parties agree that Property Owner Data shall not include Provider Personal Data.
“Property Personal Data” means Personal Data collected by or on behalf of Property, including by Provider, that is Processed as part of the Services under this Agreement, which may include the Personal Data of employees of Property, Users and Property customers.
“Provider Personal Data” means Personal Data collected or Processed by the Provider where Provider maintains an independent right to Process such Personal Data whether based on a pre-existing relationship or direct interactions with the Individual.
“Property Owner Marks” means all proprietary indicia and designations of origin, trademarks, trade names, trade dress, service marks, service names, symbols, logos, and other distinct brand elements of Property Owner.
“Provider Provided Resources” means the Services, Deliverables, Provider IP (including the POS), Provider equipment, any derivative, enhancement, modification or improvement to any Property Owner IP performed by Provider or any other resources or items provided to Property by Provider.
“Support Services” means the support Services set forth in Exhibit 5.
“Third Party Provider” has the meaning set forth in Section 2.1.
“Toast Apps” means, collectively, mobile applications made available by Provider as part of the Services, for download by Property and/or Users that enable such Users to interact with, access and use the Services.
“User” means any individual who is designated by Property to receive or use the Services, including Property employees.