Common use of Customer Data and Security Clause in Contracts

Customer Data and Security. 7.1 Customer Data Generally. Customer is the sole and exclusive owner of all Customer Data and all Intellectual Property Rights in the foregoing, whether or not provided to any other party under this Agreement. Customer Data will be governed under this section of the Agreement. Ventiv will not use Customer Data for any purpose other than that of providing the Software or rendering the Services under this Agreement, nor sell, assign, lease, or dispose of Customer Data. Customer assumes full responsibility for its employees, vendors, representatives, agents, and its clients (“Customer Representatives”) with respect to the transmission of Customer Data sent directly by Customer to Ventiv. Customer must ensure that all Customer Representatives provide such Customer Data to Ventiv via either an encryption process or a secure transport mechanism. Customer assumes full responsibility to safeguard against unauthorized access and provide appropriate protection of its Customer Data prior to and during the transmission or transfer of its Customer Data to Ventiv. Customer and Ventiv acknowledge that the accuracy of delivering the Software and Services depends upon the accuracy and completeness of the Customer Data and/or business requirements needed to deliver the Software and Services by Ventiv. Customer accepts sole responsibility for errors in the Software or Services to the extent resulting from inaccurate or incomplete Customer Data supplied to Ventiv by Customer or Customer Representatives. Ventiv has the right to use the Customer Data for benchmarking purposes provided that Ventiv completely de-identifies all such Customer Data.