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6-2. Reatrlctlona. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form. (ii) create
<br />derivate works based on the Services, (Ili) copy, Irame or mirror any pan or content of the Services. other than copying or framing on Your
<br />own Intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services In order to
<br />(a) build a competitive product or service, or (b) copy any (salutes, Tuncttorts or graphics of the Services.
<br />6.3. Ownarahlp of Your Data. As between Us and You, You exGuslvely own all rights, fills and interest In and to ail of Your Data_
<br />6.4. 8uggestlons and/or Customizations. We shall have aroyalty-free, worltlwide, Transferable, sublicenseabte. irrevocable, perpetual
<br />license to use or Incorporeie into the Services any suggestions, enhancement requests, recommendallons or other feedback provkled by
<br />You. Including Users, relating to the operation of the Services. In addition, We shall have aroyally-free, wortdwide. transferable,
<br />sublicenseable, irrevocable, perpetual license to use or Incorporate Into the Services any cuslomlzallons made to the Service by Us or any
<br />Third Party that we have authorized to do so.
<br />7. CONFIDENTIALITY
<br />7.1. Deflnltlon of Confidential Inforrnatlon. As used herein, "Confldentlal Information" means all conFdential Information disclosed by a
<br />party (" Dlaclosing Party") to the other party (" Recelving Party"), whether orally or In writing, that is designated as confldentlal or that
<br />reasonably should be understood to be confidential given the nature oT the Information and the circumstances of disclosure. Your
<br />Confldentlal Infortnatlon shall Include Your Data; Our Confldentlal Information shell Include the Services; and Confldentlal Information of each
<br />party shall Include the terms end contlltlons of this Agreement and all Order Forms, as well as business and marketing plans, technology and
<br />technical information, product plans and designs, and business processes disclosed by such party. However, Confldentlal Infortnetion (other
<br />than Your Dela) shall not Include any Information That (1) Is or becomes generally known to the public without breach of any obllgatfon owed
<br />to the Disclosing Party, (li) was known to the Recelving Peny prior to Its tllsclosure by the Disclosing Party without breach of any obligation
<br />owed to the Disclosing PaAy, (iii) Is received from a third party without breach of any obligation owed to the DisGOSing Pany. or (Iv) was
<br />Independently developed by the Recelving Pany.
<br />7.2. Protection of Confldentlal Information. F?ccepl as otherwise permitted in wrlting by the Disclosing Pany, (i) the Recelving Party shell
<br />use the same degree of care that It uses [o protect the confidentiality of Its own confldentlal information of like kind (but in no event lass than
<br />reasonable care) not [o dlsGose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this
<br />Agreement, and (il) the Recelving Party shalt Ilmlt access to Confidential Information of the Dlaclosing Party to those of Its employees,
<br />contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidenllallly agreements
<br />with the Recelving Party containing pro[ecllons no less stringent Than those herein.
<br />7.3. Protection of Your Data. Without Ilmiting the above, We shell melnteln appropriate administrative, phyelcal, and technical safeguards
<br />for protealon o11he security, confidentiality and integrity of Your Data. We shall not (a) modiry Your Da[a. (b) disclose Your Data except as
<br />compelled by law in accordance with Secllon 7.4 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data
<br />except to provide the Services or prevent or address service or technical problems, or a[ Your request in connection with customer support
<br />matters- Notwithstanding the above, You hereby release Us from any claim or Ilabllity related to data loss or any reason whatsoever
<br />7.4. Compelled Dlacloaure. The Recelving Party may disclose Confldentlal InTOrmatlon of the Disclosing Party If it Fs compelled by law to do
<br />so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and
<br />reasonable assistance, at the DisGosing Party's cost, ff the Disclosing Pany wishes to contest the discfosure. If the Receiving Party Is
<br />compelled by law to disclose the Disclosing Party's Confldentlal Information as part of a civil procsetling to which the Dlaclosing Pamy is a
<br />party, end the Dlaclosing Party is not contesting the disclosure, the Dlaclosing Party will reimburse the Recelving Party for Ile reasonable cost
<br />of complling and providing secure access to such Confidential Information.
<br />8. WARRANTIES AND DISCLAIMERS
<br />8.1. Our Warrantless. We warrant that (I) the Services shall perform malerlally in accordance with the speclflcatlons, and (li) the functionality
<br />of the Services will not be materially decreased during a subscripllon term. For any breach o! either such warranty. Your exclusive remedy
<br />shall be as provided in Section 11.3 (Termination (or Cause) and Section 11.4 (Refund or Payment upon Terminetlon) below.
<br />8.2. Mutual Warrantless. Each party represents and warrants that (I) it has the legal power fo enter Into this Agreement, and (ii) It will not
<br />transmit to the other pany any Mallclous Code (except for Mellcious Code previously transmitted to the warranting party by the other party).
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