Common use of Client’s Data Clause in Contracts

Client’s Data. 5.1 Client retains exclusive ownership of all data, information or material that Client receives from its customers in the course of using the Services (“Data”). ▇▇▇▇ is not granted any proprietary rights in such Data. As between the parties, Client will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use Client’s Data. ▇▇▇▇ will protect any Data that resides on ▇▇▇▇’s servers as Confidential Information in accordance with the confidentiality provisions hereof and with standards no less rigorous than ▇▇▇▇ uses to preserve its own confidential information. Client acknowledges that Client’s use of the Services may cause its Data to be transferred or stored outside of the country or other jurisdiction where Client and its customers are located. Client will comply with all applicable data protection and privacy laws and regulations with respect to such Data, which may include informing third parties of the use, processing, or transfer of their personal information in connection with this MSA and obtaining their consent to such use, processing, and transfer by Client and ▇▇▇▇ and any third parties who receive Data in accordance with this MSA. CLIENT ACKNOWLEDGES THAT ▇▇▇▇ WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR THE CONTENT OF ANY DATA STORED, TRANSMITTED OR RECEIVED BY CLIENT IN CONNECTION WITH CLIENT’S USE OF THE SERVICE, AND THAT IT IS THE SOLE RESPONSIBILITY OF CLIENT TO ENSURE THAT THE DATA IT STORES, TRANSMITS OR RECEIVES (a) COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS, (b) DOES NOT CONTAIN CONFIDENTIAL OR RESTRICTED DATA, AND (c) DOES NOT VIOLATE OR INFRINGE ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY. Client hereby grants ▇▇▇▇ a worldwide, royalty-free, sublicensable license: (i) to use, reproduce, distribute, disclose, display, perform, and create derivative works of the Data for the purpose of performing ▇▇▇▇’s obligations and exercising its rights under this MSA, and to improve and support ▇▇▇▇’s Services during the Term (and thereafter, solely to the extent reasonably required to perform its obligations under this MSA, which may include facilitating the return of Data), and (ii) to aggregate and to de-identify the Data (the resulting data, “Aggregated Data”) during the Term. Client hereby grants ▇▇▇▇ a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, reproduce, distribute, display, create derivative works of, and otherwise practice the Aggregated Data to provide support and other services, to improve the Services, for research and development, and to otherwise use the same for ▇▇▇▇’s business purposes, provided any such use of Aggregated Data by ▇▇▇▇ will be in a manner such that neither Client nor any individual data subject can be identified.