Common use of Customer Content Clause in Contracts

Customer Content. 6.1. Customer grants CoachingAssembly a non-exclusive, worldwide, royalty-free and fully paid license to: (a) use, reformat, display, modify and create derivative works of the Customer Content as necessary, for purposes of providing the Services (including, where applicable, sharing and providing such Customer Content with Candidates & Employees) and exercising its rights hereunder; and (b) use Customer’s trademarks, service marks, and logos to provide the Services to Customer and the Candidates. All rights in and to the Customer Content not expressly granted to CoachingAssembly in this Agreement are reserved by Customer. As between the Parties, Customer retains all right, title and interest in and to the Customer Content, and CoachingAssembly acknowledges that it neither owns nor acquires any additional rights in and to the Customer Content not expressly granted by this Agreement. CoachingAssembly further acknowledges that Customer retains the right to use the Customer Content for any purpose in Customer’s sole discretion. 6.2. Customer shall be responsible for and assumes the risk, responsibility and expense of: (i) any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Customer Content; and (ii) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Users to connect to, access, and use the Service. 6.3. Customer acknowledges and agrees that certain personal data will be provided directly by Individuals as part of their independent relationship with CoachingAssembly, and that CoachingAssembly's use thereof will be on its own behalf as a data controller in its own right. Individuals may have certain rights in such personal data (as opposed to Customer or CoachingAssembly having such rights), notwithstanding anything to the contrary in this Agreement. Nothing in this Agreement will limit CoachingAssembly's right to use such personal data. Both Customer and CoachingAssembly shall comply with Data Protection Law. If and to the extent that CoachingAssembly acts as a data processor on behalf of Customer, the data processing clauses set out at Appendix 1 shall apply. 6.4. CoachingAssembly reserves the right to collect, compile, synthesize, and analyze information and data on how the Services are used by Customer and its Users and reserves the right to disclose to and share such information and data with customers and third parties in an anonymous and aggregated form at its discretion (“Aggregate Data”). For the sake of clarity, Aggregate Data will not identify Customer or any Users. To the extent that any Aggregate Data is collected by CoachingAssembly, it will be solely owned by CoachingAssembly and may be used by CoachingAssembly for any lawful purpose, provided that CoachingAssembly agrees to comply with applicable privacy and other laws and regulations respecting the dissemination and use of such Aggregate Data. 6.5. Each party agrees to: (a) use the Confidential Information of the other party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.

Customer Content. 6.1. Customer grants CoachingAssembly a non-exclusive, worldwide, royalty-free and fully paid license to: (a) use, reformat, display, modify and create derivative works of the Customer Content as necessary, for purposes of providing the Services (including, where applicable, sharing and providing such Customer Content with Candidates & Employees) and exercising its rights hereunder; and (b) use Customer’s trademarks, service marks, and logos to provide the Services to Customer and the Candidates. All rights in and to the Customer Content not expressly granted to CoachingAssembly in this Agreement are reserved by Customer. a. As between the Partiesparties, Customer retains all right, title and interest in and to the Customer Content, and CoachingAssembly acknowledges that it neither owns nor acquires any additional rights in and to the Customer Content not expressly granted by this Agreement. CoachingAssembly further acknowledges that Customer retains the right to use the Customer Content for any purpose in Customer’s sole discretion. 6.2. Customer shall be responsible for and assumes the risk, responsibility and expense ofin: (i) any problems resulting fromand all data, the accuracyfiles, qualityattachments, integritytext, legality, reliabilityimages, and appropriateness of all such other content that Customer Users upload or submit to the Self-Service Solution or otherwise provides to UserZoom in connection with the Services (collectively, “Customer Content”); and (ii) acquiring, installing the reports and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Users to connect to, access, and use the Service. 6.3. information about Studies obtained by Customer acknowledges and agrees that certain personal data will be provided directly by Individuals from UserZoom as part of their independent relationship with CoachingAssemblythe Services (“Study Content”). Customer represents and warrants that it has all rights, permissions and that CoachingAssembly's use thereof will be on its own behalf as a consents necessary to (1) submit all Customer Content (excluding survey answers and other data controller in its own right. Individuals may have certain rights in such personal data (as opposed to Customer or CoachingAssembly having such rights), notwithstanding anything and content submitted to the contrary Self-Service Solution by Participants) to UserZoom, (2) grant UserZoom the limited rights to use Customer Content set forth in this Agreement, and (3) disclose and display Customer Content to its Customer Users and Participants. b. Notwithstanding any other provision of the Agreement, Customer agrees that UserZoom may use the Customer Content, Study Content and data derived from use of the Services: (i) to make the Services available to Customer in accordance with this Section 5, including without limitation by displaying Customer Content and Study Content (as relevant) to Participants and Customer Users; (ii) to make Customer Content and Study Content available on a confidential basis to such of UserZoom’s service providers who act on UserZoom’s behalf in providing the Self-Service Solution; and (iii) for UserZoom’s legitimate business purposes provided they do not include any personally identifiable information; c. The Self-Service Solution includes a feature that allows Customer to download Customer Content and Study Content during the applicable Subscription Period. Nothing UserZoom will retain Customer Content and Study Content for: ninety (90) days in relation to the UserZoom platform; or up to 30 days in relation to the UserZoom Go platform; or up to 2 months in relation to the EnjoyHQ platform (please refer to xxxxx://xxxxxxxxxxxxx.xxxxxxxxxx.xxx/article/ oz7xmflphv-data-storage-retention), after expiration or termination of the relevant SOW or Order Form (the “Reten:on Period”) and, upon Customer’s written request during this Agreement Retention Period, will limit CoachingAssembly's right make available for download Customer Content and Study Content to Customer. After the Retention Period (or as soon as reasonably possible after Customer’s written request during the Retention Period), UserZoom will permanently delete Customer Content and Study Content from its systems. d. Customer agrees that it will not solicit contact information from UserZoom-provided study Participants sourced by UserZoom, or contact such Participants outside of the specific study for which such Participants were sourced. e. Customer agrees to not collect or attempt to collect, or otherwise solicit through the Self-Service Solution and/or its use thereof, any Prohibited Personal Information (as defined below) that may be of a “sensitive” nature or otherwise regulated by data specific privacy laws or subject to special processing restrictions or requirements, including without limitation: information relating to minors, bank account or card information, credit information, social security numbers or other government-issued identification numbers or information, protected health information (e.g., under HIPAA), educational records or information (e.g., under FERPA), and any other information regulated by GLBA, FCRA or COPPA (the foregoing, “Prohibited Personal Informa:on”). If Customer discovers that any Prohibited Personal Information has been submitted to the Self-Service Solution, Customer will immediately notify UserZoom of such personal data. Both Customer disclosure, and CoachingAssembly upon UserZoom’s receipt of such notification, the parties shall promptly work together and cooperate in good faith to comply with Data Protection LawLegislation with respect to such information. If Customer acknowledges the risks inherent in respect of Prohibited Personal Information, and to the extent that CoachingAssembly acts Customer disclaims all liability against UserZoom for any claims, causes of action, damages, judgments, settlements, and costs asserted by a third party or Customer as a data processor on behalf of Customer, the data processing clauses set out at Appendix 1 shall apply. 6.4. CoachingAssembly reserves the right to collect, compile, synthesize, and analyze information and data on how the Services are used by Customer and its Users and reserves the right to disclose to and share such information and data with customers and third parties in an anonymous and aggregated form at its discretion (“Aggregate Data”). For the sake of clarity, Aggregate Data will not identify Customer or any Users. To the extent that any Aggregate Data is collected by CoachingAssembly, it will be solely owned by CoachingAssembly and may be used by CoachingAssembly for any lawful purpose, provided that CoachingAssembly agrees to comply with applicable privacy and other laws and regulations respecting the dissemination and use of such Aggregate Data. 6.5. Each party agrees to: (a) use the Confidential Information result of the other party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnelcollection, agentsuse, and/or consultantstransfer, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to doprocessing of Prohibited Personal Information.

Customer Content. 6.1The Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content. The Customer grants CoachingAssembly a nonshall be responsible for making and keeping full back-exclusiveup copies of the Customer Content. The Customer warrants that: (a) it is entitled to provide the Customer Content to Crimson Tide; and (b) that the Licensed Users and any other relevant third parties have given their consent for Crimson Tide to receive and use the Customer Content in accordance with this Contract. The Customer shall (and shall procure that the Licensed Users shall) ensure that the Customer Content does not contain any data or content which: (a) is unlawful; (b) infringes the rights of any third party; and / or (c) is offensive, worldwideabusive, royalty-free indecent, obscene, menacing, defamatory, and fully paid license / or fraudulent. The Customer acknowledges and agrees that Crimson Tide shall be entitled to: (a) usecollect, reformataccess, displaymodify, modify and create derivative works of the Customer Content as necessarydistribute, for purposes of providing the Services (includingaudit, where applicablereproduce, sharing and providing such Customer Content with Candidates & Employees) and exercising its rights hereunder; and (b) use Customer’s trademarks, service marks, and logos to provide the Services to Customer and the Candidates. All rights in and to the Customer Content not expressly granted to CoachingAssembly in this Agreement are reserved by Customer. As between the Parties, Customer retains all right, title and interest in and to the delete or remove any Customer Content, and CoachingAssembly acknowledges that it neither owns nor acquires any additional rights in non-identifying and / or anonymised information relating to the Customer Content not expressly granted by this Agreement. CoachingAssembly further acknowledges that Customer retains Customer, the right Licensed Users, and / or the use of the Hosted Solution and Device Software to use the Customer Content for any purpose in Customer’s sole discretion. 6.2. Customer shall be responsible for and assumes the risk, responsibility and expense ofextent necessary to: (i) any problems resulting from, protect the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Customer ContentCustomer; and (ii) acquiringprovide, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Users to connect to, accessprotect, and use improve Crimson Tide’s or the Service. 6.3. Customer acknowledges Cloud Services Provider’s products and agrees that certain personal data will be provided directly by Individuals as part of their independent relationship with CoachingAssembly, and that CoachingAssembly's use thereof will be on its own behalf as a data controller in its own right. Individuals may have certain rights in such personal data services; (as opposed to Customer or CoachingAssembly having such rights), notwithstanding anything iii) provide statistical analysis (subject always to the contrary in this Agreement. Nothing in this Agreement will limit CoachingAssembly's right to use such personal data. Both Customer Data Protection Laws); (iv) protect the integrity of any data held by Crimson Tide; and CoachingAssembly shall / or (v) comply with Data Protection Law. If this Contract and to the extent that CoachingAssembly acts as a data processor on behalf of Customer, the data processing clauses set out at Appendix 1 shall apply. 6.4. CoachingAssembly reserves the right to collect, compile, synthesize, and analyze information and data on how the Services are used by Customer and its Users and reserves the right to disclose to and share such information and data with customers and third parties in an anonymous and aggregated form at its discretion (“Aggregate Data”). For the sake of clarity, Aggregate Data will not identify Customer / or any Users. To the extent that any Aggregate Data is collected by CoachingAssembly, it will be solely owned by CoachingAssembly and may be used by CoachingAssembly for any lawful purpose, provided that CoachingAssembly agrees to comply with applicable privacy and other laws and regulations respecting the dissemination and use of such Aggregate Data. 6.5. Each party agrees to: (a) use the Confidential Information of the other party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosedregulations; (b) is disclose such data and information if required by law, to enforce this Contract, or becomes publicly available to protect Crimson Tide’s rights or enters the public domain through no fault those of the recipientCrimson Tide’s customers; and (c) is rightfully communicated use cookies on the Device Software and Devices. If Crimson Tide processes any personal data on the Customer’s behalf when performing its obligations under this Contract, the Customer shall be the data controller of such personal data and Crimson Tide shall be the data processor. In this Clause 12.5, “data controller”, “data processor”, “personal data” and “process” have the meanings given to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already them in the recipient’s possession free Data Protection Laws. Crimson Tide shall be entitled to vary the provisions of this Contract to reflect any confidentiality obligations Data Protection Law Changes by providing the Customer with respect thereto at the time of disclosure; not less than fourteen (e14) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given days’ prior written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a party’s rights under this Agreement, including to make of such court filings as it may be required to dovariation.

Customer Content. 6.1. If, in the process of using the Products or Service, Customer grants CoachingAssembly a non-exclusiveor an End User uploads, worldwiderecords or otherwise transmits any content to the Web server, royalty-free (including PowerPoint™ presentations, photographs, illustrations, icons, articles, text, audio clips, or video clips (the "Content") through the Service, then Customer represents and fully paid license to: (a) use, reformat, display, modify and create derivative works warrants to us that Customer is either the owner or licensee of the Customer Content as necessary, for purposes of providing the Services (including, where applicable, sharing and providing such Customer Content with Candidates & Employees) and exercising its rights hereunderContent; and (b) use Customer’s trademarks, service marks, and logos to provide the Services to Customer and the Candidates. All rights in and to the Customer Content not expressly granted to CoachingAssembly in this Agreement are reserved by Customer. As between the Parties, Customer retains all right, title and interest in and to the Customer Content, and CoachingAssembly acknowledges that it neither owns nor acquires any additional rights in and to the Customer Content not expressly granted by this Agreement. CoachingAssembly further acknowledges that Customer retains the right to use the Customer Content for any purpose in Customer’s sole discretion. 6.2. Customer shall be is solely responsible for and assumes the risk, responsibility and expense of: (i) any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Customer Content; and (ii) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Users to connect to, access, and use the Service. 6.3. Customer acknowledges and agrees that certain we neither control nor monitor the Content, nor guarantee the accuracy, integrity, security or quality of such Content. Customer will not use the Products or Service or upload, record or otherwise transmit any Content that: infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; violates any law, statute, ordinance or regulation; is defamatory, trade libelous, threatening, harassing, obscene, harmful, or pornographic; or contains any viruses or other Products that is intended to damage or interfere with (or surreptitiously intercept or capture) any system, data or personal data information. Because Customer and its End Users will be provided directly by Individuals in control of the content displayed online as a part of their independent relationship with CoachingAssemblyuse of the Products, Customer understands that by using the Services or Products that End Users may be exposed to Content that is offensive or a violation of this Agreement, and that CoachingAssembly's use thereof under no circumstances will we be on its own behalf as a data controller in its own rightliable to any person or entity for any alleged damages sustained by any End User. Individuals As part of the Service, you may have certain rights in such personal data (as opposed submit questions or comments to Customer or CoachingAssembly having such rights), notwithstanding anything to the contrary in this AgreementDigital Samba. Nothing in this Agreement will limit CoachingAssembly's right to use such personal data. Both Customer and CoachingAssembly shall comply with Data Protection Law. If and to the extent that CoachingAssembly acts as a data processor on behalf of Customer, the data processing clauses set out at Appendix 1 shall apply. 6.4. CoachingAssembly Digital Samba reserves the right to collectedit and post the questions or comments that you submit to us, compilealong with their answers, synthesizewithout revealing your personally identifiable information as a part of the customer support Web site. Customer agrees that all communications, comments, feedback, suggestions, ideas, problem resolutions and analyze information and data on how other submissions related to the Services are used or Products submitted to us by Customer or its End Users shall be and its Users remain our property with all non-exclusive worldwide rights, titles and reserves interests in any resulting intellectual property. Upon termination of this Agreement or use of the right to disclose to and share such information and data with customers and third parties in an anonymous and aggregated form at its discretion (“Aggregate Data”). For the sake of clarityService, Aggregate Data will not identify Customer or any Users. To the extent agrees that any Aggregate Data is collected by CoachingAssembly, it will Content posted to its servers shall not be solely owned by CoachingAssembly returned to Customer and may shall be used by CoachingAssembly for any lawful purpose, provided that CoachingAssembly agrees to comply with applicable privacy and other laws and regulations respecting removed from the dissemination and use of such Aggregate Dataservers. 6.5. Each party agrees to: (a) use the Confidential Information of the other party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.

Customer Content. 6.1. If, in the process of using the Software or Service, Customer grants CoachingAssembly a non-exclusiveor an End User uploads, worldwiderecords or otherwise transmits any content to the Web Server, royalty-free (including any PowerPoint™ presentations, photographs, illustrations, icons, articles, text, audio clips, or video clips (the "Content") through the Service, then Customer represents and fully paid license towarrants that Customer: (a) use, reformat, display, modify and create derivative works is either the owner or licensee of the Customer Content as necessary, for purposes of providing the Services (including, where applicable, sharing and providing such Customer Content with Candidates & Employees) and exercising its rights hereunderContent; and (b) use Customer’s trademarks, service marks, and logos to provide the Services to Customer and the Candidates. All rights in and to the Customer Content not expressly granted to CoachingAssembly in this Agreement are reserved by Customer. As between the Parties, Customer retains all right, title and interest in and to the Customer Content, and CoachingAssembly acknowledges that it neither owns nor acquires any additional rights in and to the Customer Content not expressly granted by this Agreement. CoachingAssembly further acknowledges that Customer retains the right to use the Customer Content for any purpose in Customer’s sole discretion. 6.2. Customer shall be is solely responsible for and assumes the risk, responsibility and expense of: (i) any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Customer Content; and (ii) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Users to connect to, access, and use the Service. 6.3. Customer acknowledges and agrees that certain we neither control nor monitor the Content, nor guarantee the accuracy, integrity, security or quality of such Content. Customer will not use the Software or Service or upload, record or otherwise transmit any Content that: infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; violates any law, statute, ordinance or regulation; is defamatory, trade libelous, threatening, harassing, obscene, harmful, or pornographic; or contains any viruses or other software that is intended to damage or interfere with (or surreptitiously intercept or capture) any system, data or personal data information. Because Customer and its End Users will be provided directly by Individuals in control of the content displayed online as a part of their independent relationship with CoachingAssemblyuse of the Software, Customer understands that by using the Services or Software that End Users may be exposed to Content that is offensive or a violation of this Agreement, and that CoachingAssembly's use thereof under no circumstances will we be on its own behalf as a data controller in its own rightliable to any person or entity for any alleged damages sustained by any End User. Individuals As part of the Service, you may have certain rights in such personal data (as opposed submit questions or comments to Customer or CoachingAssembly having such rights), notwithstanding anything to the contrary in this Agreementus. Nothing in this Agreement will limit CoachingAssembly's right to use such personal data. Both Customer and CoachingAssembly shall comply with Data Protection Law. If and to the extent that CoachingAssembly acts as a data processor on behalf of Customer, the data processing clauses set out at Appendix 1 shall apply. 6.4. CoachingAssembly reserves We reserve the right to collectedit and post the questions or comments that you submit to us, compilealong with their answers, synthesizewithout revealing your personally identifiable information as a part of our customer support Web site. Customer agrees that all communications, comments, feedback, suggestions, ideas, problem resolutions and analyze information and data on how other submissions related to the Services are used or Software submitted to us by Customer or its End Users shall be and its Users remain our property with all non-exclusive worldwide rights, titles and reserves interests in any resulting intellectual property. Upon termination of this Agreement or use of the right to disclose to and share such information and data with customers and third parties in an anonymous and aggregated form at its discretion (“Aggregate Data”). For the sake of clarityService, Aggregate Data will not identify Customer or any Users. To the extent agrees that any Aggregate Data is collected by CoachingAssembly, it will Content posted to its servers shall not be solely owned by CoachingAssembly returned to Customer and may shall be used by CoachingAssembly for any lawful purpose, provided that CoachingAssembly agrees to comply with applicable privacy and other laws and regulations respecting removed from the dissemination and use of such Aggregate DataWeb Server. 6.5. Each party agrees to: (a) use the Confidential Information of the other party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.

Customer Content. 6.1. Customer grants CoachingAssembly a non-exclusive, worldwide, royalty-free and fully paid license to: (a) use, reformat, display, modify and create derivative works 18.1 You hereby represent that You are the owner or licensee of the Customer Content as necessaryand that You have all necessary rights, for purposes of providing the Services (including, where applicable, sharing licences and providing such permits required to upload Customer Content with Candidates & Employees) and exercising its rights hereunder; and (b) use Customer’s trademarks, service marks, and logos to provide the Services to Customer and the Candidates. All rights in and to the Customer Content not expressly granted to CoachingAssembly Digital Product or Deliverable for the purpose agreed in this Agreement are reserved by Customer. As between the Parties, Customer retains all right, title and interest applicable Contract. 18.2 We shall have no liability in and to the respect of Customer Content, and CoachingAssembly acknowledges that it neither owns nor acquires any additional rights or in and to the Customer Content not expressly granted respect of anything uploaded by this AgreementYour Users. CoachingAssembly further acknowledges that Customer retains the right to use the Customer Content for any purpose in Customer’s sole discretion. 6.2. Customer shall be You are solely responsible for and assumes the risk, responsibility and expense of: (i) any problems resulting from, ensuring the accuracy, qualitycompleteness, integrityappropriateness and fitness for purpose of anything made or used by Your Users at any time. 18.3 We shall have no liability to monitor, legality, reliabilitylimit or otherwise control the way in which You grant access to the Digital Product or Deliverable, and appropriateness You agree that You are solely responsible for managing such access and enforcing any restrictions You may wish to place upon such access. 18.4 You undertake to keep all usernames, passwords and other access details relating to Digital Product’s or Deliverable’s administrative functions and configuration tasks confidential and to ensure that Your Users do the same. 18.5 It is a condition of all the Contract that You shall ensure that no Customer Content includes any material that: a) is false or misleading; b) is defamatory; c) invades another’s privacy; d) is obscene, or offensive; e) infringes another’s rights, including any intellectual property rights; f) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; or g) contains any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer. 18.6 You agree that We have the right (but not the obligation) to examine Customer Content from time to time to confirm Your compliance with the provisions of clause 18.5. In the event We identify an item of Customer Content that does not comply, We may: a) delete such offending Customer Content; and (ii) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Users to connect to, access, and use the Service.and/or 6.3. Customer acknowledges and agrees that certain personal data will be provided directly by Individuals as part of their independent relationship with CoachingAssembly, and that CoachingAssembly's use thereof will be on its own behalf as a data controller in its own right. Individuals may have certain rights in such personal data (as opposed to Customer or CoachingAssembly having such rights), notwithstanding anything to the contrary in this Agreement. Nothing in this Agreement will limit CoachingAssembly's right to use such personal data. Both Customer and CoachingAssembly shall comply with Data Protection Law. If and to the extent that CoachingAssembly acts as a data processor on behalf of Customer, the data processing clauses set out at Appendix 1 shall apply. 6.4. CoachingAssembly reserves the right to collect, compile, synthesize, and analyze information and data on how the Services are used by Customer and its Users and reserves the right to disclose to and share such information and data with customers and third parties in an anonymous and aggregated form at its discretion (“Aggregate Data”). For the sake of clarity, Aggregate Data will not identify Customer or any Users. To the extent that any Aggregate Data is collected by CoachingAssembly, it will be solely owned by CoachingAssembly and may be used by CoachingAssembly for any lawful purpose, provided that CoachingAssembly agrees to comply with applicable privacy and other laws and regulations respecting the dissemination and use of such Aggregate Data. 6.5. Each party agrees to: (a) use the Confidential Information of the other party only for the purposes described and as permitted herein; and (b) restrict suspend access to the Confidential Information Digital Product for some or all of Your Users; and/or c) co-operate with law enforcement authorities to such of its personnel, agents, and/or consultants, if any, prosecute Users who have a need to have access and who have been advised of and have agreed in writing uploaded or are otherwise bound to treat such information in accordance with the terms of this Agreement. The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosedcreated unlawful Content; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (and/or d) is already in terminate the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved Contract immediately for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to doYour material breach.