|
2.7. Customer Data License. Customer hereby
<br />grants Company, during the term of this
<br />Agreement, a worldwide, non-exclusive,
<br />royalty -free, fully paid -up, irrevocable,
<br />non-sublicensable, non -transferable (except
<br />as permitted in Section 12.4) license to
<br />collect, use, store, modify, disclose, publicly
<br />display, reproduce, transmit, and otherwise
<br />process Customer Data solely for the
<br />following purposes: (1) to provide and
<br />improve the Services; (2) to generate and
<br />derive Usage Data, provided that such data is
<br />anonymized and aggregated; and (3) to
<br />comply with legal obligations or requests
<br />from governmental entities, provided that
<br />Company will notify Customer of such
<br />requests unless prohibited by law. Company
<br />will not sell Customer Data or use it for any
<br />other commercial purposes outside the scope
<br />of this Agreement. Company will maintain an
<br />industry -standard security program that is
<br />designed to prevent unauthorized access to or
<br />use of Customer Data. For purposes of
<br />this Agreement, confidential information of
<br />Customer does not include Customer Data.
<br />2.8. Usage Data. Company and the Services
<br />collect, generate, and derive Usage Data for
<br />Company's business purposes, including to:
<br />(a) track usage for billing purposes; (b)
<br />monitor the performance, security, integrity,
<br />availability, and stability of the Services; (c)
<br />prevent or address technical issues with the
<br />Services; and (d) improve the Services and
<br />develop derivative and new products and
<br />services. Customer will not, and will require
<br />that its Authorized Users do not, interfere
<br />with the collection of Usage Data. As
<br />between the parties, Company owns all right,
<br />title, and interest, including all intellectual
<br />property rights in and to, the Usage Data, the
<br />know-how and analytical results generated in
<br />the processing and use of Usage Data, and any
<br />new products, services, and
<br />developments, modifications, customizations,
<br />or improvements to the Services made based
<br />on the Usage Data. Company will not disclose
<br />Usage Data externally, including in
<br />benchmarks or reports, unless such Usage
<br />Data has been (a) de -identified so that it
<br />does not individually identify Customer or
<br />any User and (b) aggregated with usage data
<br />from other Users of the Service.
<br />2.9. Maintenance. Company will schedule routine
<br />maintenance for items such as releasing new
<br />functionality, updating existing features, or
<br />bringing the website down for maintenance
<br />("Routine Maintenance"), between 1:00 a.m.
<br />and 5:00 a.m., US/Eastern time unless
<br />extenuating circumstances exist. If
<br />maintenance must be conducted during
<br />business hours, Kaizen shall give the
<br />Customer written notice at least seven (7)
<br />days in advance of performing such
<br />maintenance. The notice shall include
<br />Kaizen's estimate of the amount of permitted
<br />downtime. Kaizen warrants that all Routine
<br />Maintenance and other maintenance services
<br />will be provided with reasonable skill and
<br />care confirming to generally accepted
<br />industry standards. These maintenance
<br />services include database updates, new
<br />feature rollouts, design improvements, and
<br />other critical bug fixes. If the maintenance
<br />services are not performed as warranted,
<br />then, upon the Customer's written request,
<br />Kaizen shall promptly re -perform, or cause to
<br />be re -performed, such maintenance services
<br />at no additional charge to the Customer.
<br />3. CUSTOMER RESPONSIBILITIES
<br />3.1. Protection against Unauthorized Use.
<br />Customer will, and will require that its Users,
<br />use reasonable efforts to prevent any
<br />unauthorized use of the Services and related
<br />Documentation and will immediately notify
<br />Company in writing of any unauthorized use
<br />that comes to Customer's attention. If there is
<br />unauthorized use by anyone who obtained
<br />access to the Services directly or indirectly
<br />through Customer or its Users, Customer will
<br />take all steps reasonably necessary to
<br />terminate the unauthorized use. Customer
<br />will cooperate and assist with any actions
<br />taken by Company to prevent or terminate
<br />unauthorized use of the Services or related
<br />Documentation.
<br />
|