Common use of Data and Information Clause in Contracts

Data and Information. 4.1 We do not own any Confidential Business Data or Personal Information. Additionally: (a) If you input your own Confidential Business Data or any Personal Information into our Service, your Confidential Business Data and Personal Information remain your sole property at all times; and: (b) If you are a Service Contract Holder and your organisation is an Agency, and we hold Confidential Business Data and Personal Information of your clients or persons related to those entities as a part of our Service to you and/or your clients, it is your responsibility to establish ownership of this Confidential Business Data and Personal Information, ensuring that you have your clients’ (or those persons related to those entities) consent for their Confidential Business Data and Personal Information to be utilised through our Service. 4.2 We are not authorized to use or access your Confidential Business Data and/or Personal Information other than as allowed by Clauses 4.3 and 4.4 of these General Terms of Use, and otherwise to the extent required so that we can provide the Service to you, and we undertake to keep all Confidential Business Data and/or Personal Information in strict confidence. You grant us, or will procure the relevant party to grant us, a licence to use or access the Confidential Business Data and/or Personal Information in the manner contemplated under this Agreement. 4.3 We may access Confidential Business Data and/or Personal Information to provide the Service that we have agreed to provide you under this Agreement, to help us improve our Service, to generate, process and distribute Anonymous Segregated Business Data and Anonymous Aggregated Business Data, and/or to prevent or address technical problems. 4.4 We must disclose Personal Information and/or Confidential Business Data, and on request supply this Personal Information and/or Confidential Business Data within a reasonable timeframe, if: (a) such disclosure is required by law; or (b) such disclosure is requested in writing by the Service Contract Holder, and where the Service Contract Holder has the approval of the owners of the Personal Information and/or Confidential Business Data, and accepts the responsibility for such disclosure; or (c) such disclosure is requested in writing by the End User (or group of End Users), but only where the Personal Information and/or Confidential Business Data being requested to be disclosed belongs to the End User (or group of End Users) making such request; or: (d) such disclosure is requested in writing by the Service Contract Holder and/or the End Users as a part of the normal day-to-day Service to be provided by the Software, as defined in the Service Contract. 4.5 Access to External Data within the Service is provided subject to the following conditions: (a) You acknowledge and agree that any External Data you enter into the Service may be used by us and/or our other customers who we provide the same or similar services to on a perpetual and an irrevocable basis; (b) If you enter External Data into the Service then you warrant that you own the External Data or otherwise have all rights and licences from the applicable owner of that External Data for us and for you to use that External Data as part of the Service. You will grant, or will procure the applicable owner to grant, to us a non-exclusive, royalty-free, perpetual and irrevocable licence to use the External Data for the purpose of providing the Service to you and the same or similar services to our other customers; (c) The parties acknowledge and agree that the owner of the External Data remains the owner of that External Data once that External Data is entered into the Service. 4.6 We reserve all rights related to, and own, all Anonymous Personal Information, Anonymous Segregated Business Data and Anonymous Aggregated Business Data that is generated by the Service, including all reports or other output containing Anonymous Personal Information, Anonymous Segregated Business Data and Anonymous Aggregated Business Data that can be generated through the use of the Service. 4.7 We grant the Service Contract Holder and all End Users limited rights to the use of Anonymous Segregated Business Data, Anonymous Aggregated Business Data and/or External Data provided by us with the following conditions: (a) the type of Anonymous Segregated Business Data, Anonymous Aggregated Business Data and/or External Data that can be accessed via the Service by the Service Contract Holder and/or End Users is defined in the Software Specification part of the Service Contract; and (b) the Service Contract Holder and/or End Users undertake not to supply or sell, or facilitate the supply or sale of, any such Anonymous Segregated Business Data, Anonymous Aggregated Business Data and/or External Data to an unrelated entity. 4.8 We shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of the Confidential Business Data, Personal Information, Anonymous Segregated Business Data, Anonymous Aggregated Business Data, Anonymous Personal Information and External Data and, where applicable, comply with the New Zealand Privacy Act 1993. 4.9 You shall: (a) be responsible for the accuracy, quality and legality of the Confidential Business Data and Personal Information and the means by which you acquired and use that Confidential Business Data and Personal Information, including by use of the Service;‌ (b) prevent unauthorised access to or use of the Service and notify us promptly of any such unauthorised use or access; (c) use Confidential Business Data, Anonymous Segregated Business Data, Anonymous Aggregated Business Data, External Data and the Service only in accordance with this Agreement and applicable laws and government regulations (including those that apply to your business entity in its country of incorporation). In particular, in using the Service, you will be responsible for complying (and shall indemnify us in respect of any failure by you to comply) with all relevant competition, privacy and anti-spam laws and will only send emails to entities who, in the normal course of business, would expect email of the type and content being sent by you, from you; (d) not process, manipulate or reverse engineer Anonymous Segregated Business Data, Anonymous Aggregated Business Data or Anonymous Personal Information to reveal, or attempt to reveal, confidential data or identify a particular organisation or natural person; (e) not use the Service to store or transmit inaccurate, misleading, deceptive, infringing, obscene, indecent, libellous, defamatory, or otherwise unlawful or tortuous material. 4.10 The Service is accessible in many countries. As such, you understand that Software used in the provision of the Service, Confidential Business Data, Anonymous Segregated Business Data, Anonymous Aggregated Business Data, Personal Information, Anonymous Personal Information and/or External Data may be stored on a server/s not located in the country of residence of us, the Service Contract Holder and/or the End User. 4.11 We do not systematically and/or independently verify the Confidential Business Data, Personal Information and/or External Data entered into the Service by the End Users, or by us, or supplied to us by Agencies. As such, you acknowledge that any report generated by the Service may not be accurate, and under no circumstances do we guarantee the accuracy of any reports generated by the Service, or accept liability for any form of damage arising out of the Service Contract Holder’s and/or End User’s use of reports generated through the use of the Service.

Data and Information. 4.1 We do not own any Confidential Business Data or Personal Information. Additionally: (a) If you input your own Confidential Business Data or any Personal Information into our Service, your Confidential Business Data and Personal Information remain your sole property at all times; and: (b) If you are a Service Contract Holder and your organisation is an Agency, and we hold Confidential Business Data and Personal Information of your clients or persons related to those entities as a part of our Service to you and/or your clients, it is your responsibility to establish ownership of this Confidential Business Data and Personal Information, ensuring that you have your clients’ (or those persons related to those entities) consent for their Confidential Business Data and Personal Information to be utilised through our Service. 4.2 We are not authorized to use or access your Confidential Business Data and/or Personal Information other than as allowed by Clauses 4.3 and 4.4 of these General Terms of Use, and otherwise to the extent required so that we can provide the Service to you, and we undertake to keep all Confidential Business Data and/or Personal Information in strict confidence. You grant us, or will procure the relevant party to grant us, a licence to use or access the Confidential Business Data and/or Personal Information in the manner contemplated under this Agreement. 4.3 We may access Confidential Business Data and/or Personal Information to provide the Service that we have agreed to provide you under this Agreement, to help us improve our Service, to generate, process and distribute Anonymous Segregated Business Data and Anonymous Aggregated Business Data, and/or to prevent or address technical problems. 4.4 We must disclose Personal Information and/or Confidential Business Data, and on request supply this Personal Information and/or Confidential Business Data within a reasonable timeframe, if: (a) such disclosure is required by law; or (b) such disclosure is requested in writing by the Service Contract Holder, and where the Service Contract Holder has the approval of the owners of the Personal Information and/or Confidential Business Data, and accepts the responsibility for such disclosure; or (c) such disclosure is requested in writing by the End User (or group of End Users), but only where the Personal Information and/or Confidential Business Data being requested to be disclosed belongs to the End User (or group of End Users) making such request; or: (d) such disclosure is requested in writing by the Service Contract Holder and/or the End Users as a part of the normal day-to-day Service to be provided by the Software, as defined in the Service Contract. 4.5 Access to External Data within the Service is provided subject to the following conditions: (a) You acknowledge and agree that any External Data you enter into the Service may be used by us and/or our other customers who we provide the same or similar services to on a perpetual and an irrevocable basis; (b) If you enter External Data into the Service then you warrant that you own the External Data or otherwise have all rights and licences from the applicable owner of that External Data for us and for you to use that External Data as part of the Service. You will grant, or will procure the applicable owner to grant, to us a non-exclusive, royalty-free, perpetual and irrevocable licence to use the External Data for the purpose of providing the Service to you and the same or similar services to our other customers; (c) The parties acknowledge and agree that the owner of the External Data remains the owner of that External Data once that External Data is entered into the Service. 4.6 We reserve all rights related to, and own, all Anonymous Personal Information, Anonymous Segregated Business Data and Anonymous Aggregated Business Data that is generated by the Service, including all reports or other output containing Anonymous Personal Information, Anonymous Segregated Business Data and Anonymous Aggregated Business Data that can be generated through the use of the Service. 4.7 We grant the Service Contract Holder and all End Users limited rights to the use of Anonymous Segregated Business Data, Anonymous Aggregated Business Data and/or External Data provided by us with the following conditions: (a) the type of Anonymous Segregated Business Data, Anonymous Aggregated Business Data and/or External Data that can be accessed via the Service by the Service Contract Holder and/or End Users is defined in the Software Specification part of the Service Contract; and (b) the Service Contract Holder and/or End Users undertake not to supply or sell, or facilitate the supply or sale of, any such Anonymous Segregated Business Data, Anonymous Aggregated Business Data and/or External Data to an unrelated entity. 4.8 We shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of the Confidential Business Data, Personal Information, Anonymous Segregated Business Data, Anonymous Aggregated Business Data, Anonymous Personal Information and External Data and, where applicable, comply with the New Zealand Privacy Act 19932020. 4.9 You shall: (a) be responsible for the accuracy, quality and legality of the Confidential Business Data and Personal Information and the means by which you acquired and use that Confidential Business Data and Personal Information, including by use of the Service;‌ (b) prevent unauthorised access to or use of the Service and notify us promptly of any such unauthorised use or access; (c) use Confidential Business Data, Anonymous Segregated Business Data, Anonymous Aggregated Business Data, External Data and the Service only in accordance with this Agreement and applicable laws and government regulations (including those that apply to your business entity in its country of incorporation). In particular, in using the Service, you will be responsible for complying (and shall indemnify us in respect of any failure by you to comply) with all relevant competition, privacy and anti-spam laws and will only send emails to entities who, in the normal course of business, would expect email of the type and content being sent by you, from you; (d) not process, manipulate or reverse engineer Anonymous Segregated Business Data, Anonymous Aggregated Business Data or Anonymous Personal Information to reveal, or attempt to reveal, confidential data or identify a particular organisation or natural person; (e) not use the Service to store or transmit inaccurate, misleading, deceptive, infringing, obscene, indecent, libellous, defamatory, or otherwise unlawful or tortuous material. 4.10 The Service is accessible in many countries. As such, you understand that Software used in the provision of the Service, Confidential Business Data, Anonymous Segregated Business Data, Anonymous Aggregated Business Data, Personal Information, Anonymous Personal Information and/or External Data may be stored on a server/s not located in the country of residence of us, the Service Contract Holder and/or the End User. 4.11 We do not systematically and/or independently verify the Confidential Business Data, Personal Information and/or External Data entered into the Service by the End Users, or by us, or supplied to us by Agencies. As such, you acknowledge that any report generated by the Service may not be accurate, and under no circumstances do we guarantee the accuracy of any reports generated by the Service, or accept liability for any form of damage arising out of the Service Contract Holder’s and/or End User’s use of reports generated through the use of the Service.