Licensee Data. 18.1 The Licensee shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data 18.2 The Licensor shall follow its back up procedures for Licensee Data as set out in its Software Service Description for the STREAM Saas available from the Licensor. In the event of any loss or damage to Licensee Data, the Licensee's sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with the back up procedure described in its Software Service Description for the STREAM Saas. The Licensor shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub- contracted by the Licensor to perform services related to Licensee Data maintenance and back-up). 18.3 The Licensor shall, in providing the Services, comply with its Software Service Description for the STREAM Saas relating to the privacy and security of the Licensee Data available from the Licensor, as such document may be amended from time to time by the Licensor in its sole discretion. 18.4 Each party shall comply with Data Protection Legislation and where the Licensor processes any Personal Data on the Licensee’s behalf when performing its obligations under this agreement, the parties record their intention that the Licensee shall be the Controller and the Licensor shall be a Processor and in any such case: 18.4.1 the Licensee shall ensure that the Licensee is entitled to transfer the relevant Personal Data to the Licensor so that the Licensor may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Licensee’s behalf; 18.4.2 the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislation; 18.4.3 the Licensor shall assist the Licensee in the preparation of any Data Protection Impact Assessment required by the Data Protection Legislation prior to commencing any processing; 18.4.4 the Licensor shall notify the Licensee immediately if it considers that any of the Licensees instructions infringe the Data Protection Legislation; 18.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage; 18.4.6 the Licensor shall take all reasonable steps to ensure the reliability and integrity of its employees who have access to Personal Data, ensuring they are aware of and comply with the Licensor’s obligations under this clause 18.4 and are subject to appropriate confidentiality undertakings; 18.4.7 the Licensor shall not transfer Personal Data outside of the European Union unless the Licensee’s prior written agreement has been obtained, which shall be dependent on such a transfer satisfying relevant Data Protection Legislation requirements; 18.4.8 the Licensor will without undue delay notify the Licensee of any third-party communication relating to the parties obligations under the Data Protection Legislation and assist the Licensee in meeting any Data Protection Legislation obligations arising from such a communication within the timescales mandated by the legislation; 18.4.9 the Licensor shall without undue delay notify the Licensee of any Data Loss Event and provide such assistance as reasonably required by the Licensee in respect of such Data Loss Event; 18.4.10 the Licensor’s liability under or in connection with a Data Loss Event, whether in contract, tort (including negligence) or otherwise shall be limited to £1,000,000.
Appears in 2 contracts
Samples: Saas License Agreement, Saas License Agreement
Licensee Data. 18.1 10.1 The Licensee shall own all rightrights, title and interest in and to all of the Licensee Data Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data
18.2 Data used in conjunction with and/or entered into the Solution. The Licensor shall follow its back up procedures make the Licensee Data available ‘as is’ and shall not be liable for any reliance placed by the Licensee or any third party on the Licensee Data, whether for medical decisions or otherwise.
10.2 The Licensee shall and does hereby:
10.2.1 permit the Licensor to (a) anonymise and aggregate the Licensee Data (excluding Agreement Personal Data), (b) monitor, analyse and use such anonymised and aggregated data for purposes such as provision of statistical and market data, (c) analyse use of the Solution (excluding Agreement Personal Data), (d) analyse how the Licensor might improve the Solution, (e) use data from and analyses of the Solution (excluding Agreement Personal Data) to improve efficiency and service tools for the use of the Solution and/or (f) use anonymised data for secondary research or clinical audit purposes;
10.2.2 agree to procure and confirm that it shall procure the consent of the Users to the processing by the Licensor of their data in advance of processing such data in the Solution (where applicable); and
10.2.3 agree that the Licensor may access and disclose Licensee Data as set out required by applicable law, as permitted by the Licensee and as is required in its Software Service Description for the STREAM Saas available from provision of the Licensor. Solution.
10.3 In the event of any loss or damage to Licensee Data, the Licensee's sole and exclusive ’s remedy shall be for the Licensor to use reasonable commercial endeavours to restore have its service providers restore, where possible, the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with the back up archiving procedure described in its Software Service Description for the STREAM Saasrelevant back up policies. The Licensor shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub- sub-contracted by the Licensor to perform services related to Licensee Data maintenance and back-up).
18.3 The Licensor shall, up in providing the Services, comply with its Software Service Description for the STREAM Saas relating to the privacy and security of the Licensee Data available from the Licensor, as such document may be amended from time to time by the Licensor in its sole discretion.
18.4 Each party shall comply with Data Protection Legislation and where the Licensor processes any Personal Data on the Licensee’s behalf when performing its obligations under this agreement, the parties record their intention that the Licensee shall be the Controller and the Licensor shall be a Processor and in any such case:
18.4.1 the Licensee shall ensure that the Licensee is entitled to transfer the relevant Personal Data to the Licensor so that the Licensor may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Licensee’s behalf;
18.4.2 the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislation;
18.4.3 the Licensor shall assist the Licensee in the preparation of any Data Protection Impact Assessment required by the Data Protection Legislation prior to commencing any processing;
18.4.4 the Licensor shall notify the Licensee immediately if it considers that any of the Licensees instructions infringe the Data Protection Legislation;
18.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage;
18.4.6 the Licensor shall take all reasonable steps to ensure the reliability and integrity of its employees who have access to Personal Data, ensuring they are aware of and comply with the Licensor’s obligations under this clause 18.4 and are subject to appropriate confidentiality undertakings;
18.4.7 the Licensor shall not transfer Personal Data outside of the European Union unless the Licensee’s prior written agreement has been obtained, which shall be dependent on such a transfer satisfying relevant Data Protection Legislation requirements;
18.4.8 the Licensor will without undue delay notify the Licensee of any third-party communication relating to the parties obligations under the Data Protection Legislation and assist the Licensee in meeting any Data Protection Legislation obligations arising from such a communication within the timescales mandated by the legislation;
18.4.9 the Licensor shall without undue delay notify the Licensee of any Data Loss Event and provide such assistance as reasonably required by the Licensee in respect of such Data Loss Event;
18.4.10 case the Licensor’s liability under or in connection with a Data Loss Event, whether in contract, tort (including negligence) or otherwise shall be limited to £1,000,000the sums it recovers from such third parties sub-contracted by the Licensor).
10.4 The Licensee may with the support of the Licensor export the Licensee Data, without charge, within 90 days of termination of this Licence. Subject to the applicable law, the Licensee acknowledges and agrees that the Licensor is entitled to erase or destroy such Licensee Data following the expiry of 90 days after the termination of this Licence. The Licensor is provided a licence to use Licensee Data hereunder for the sole and exclusive purpose of providing the Solution, including a licence to store, record, transmit, maintain, and display Licensee Data to the extent necessary in the provisioning of the Solution.
Appears in 1 contract
Samples: Software as a Service License and Consulting Agreement
Licensee Data. 18.1 The Licensee shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data
18.2 The Licensor 6.1 Totalmobile shall follow its back up archiving procedures for Licensee Data as set out in its Software Service Description for [Back-Up Policy] available at xxxxx://xxxxxxxxxxxxxxx.xxxxxxxxx.xxx/support/home or such other website address as may be notified to the STREAM Saas available Licensee from the Licensortime to time], as such document may be amended by Totalmobile in its sole discretion from time to time. In the event of any loss or damage to Licensee Data, the Licensee's ’s sole and exclusive remedy shall be for the Licensor Totalmobile to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor Totalmobile in accordance with the back up archiving procedure described in its Software Service Description for the STREAM Saas[Back-Up Policy]. The Licensor Totalmobile shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub- sub-contracted by the Licensor Totalmobile to perform services related to Licensee Data maintenance and back-up).
18.3 The Licensor 6.2 Totalmobile shall, in providing the Services, comply with its Software Service Description for the STREAM Saas [Privacy and Security Policy] relating to the privacy and security of the Licensee Data available at xxxxx://xxxxxxxxxxxxxxx.xxxxxxxxx.xxx/support/home or such other website address as may be notified to the Licensee from the Licensortime to time, as such document may be amended from time to time by the Licensor Totalmobile in its sole discretion.
18.4 Each party shall comply with Data Protection Legislation and where the Licensor 6.3 If Totalmobile processes any Personal Data personal data on the Licensee’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Licensee shall be the Controller data controller and the Licensor Totalmobile shall be a Processor data processor and in any such case:
18.4.1 6.3.1 the Licensee acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Licensee and the Authorised Users are located in order to carry out the Services and Totalmobile’s other obligations under this Agreement;
6.3.2 the Licensee shall ensure that the Licensee is entitled to transfer the relevant Personal Data personal data to the Licensor Totalmobile so that the Licensor Totalmobile may lawfully use, process and transfer the Personal Data personal data in accordance with this agreement Agreement on the Licensee’s behalf;
18.4.2 6.3.3 the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislationdata protection legislation;
18.4.3 6.3.4 Totalmobile shall process the Licensor shall assist personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Licensee in the preparation of any Data Protection Impact Assessment required by the Data Protection Legislation prior from time to commencing any processing;time; and
18.4.4 the Licensor shall notify the Licensee immediately if it considers that any of the Licensees instructions infringe the Data Protection Legislation;
18.4.5 6.3.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data personal data or its accidental loss, destruction or damage;
18.4.6 the Licensor shall take all reasonable steps to ensure the reliability and integrity of its employees who have access to Personal Data, ensuring they are aware of and comply with the Licensor’s obligations under this clause 18.4 and are subject to appropriate confidentiality undertakings;
18.4.7 the Licensor shall not transfer Personal Data outside of the European Union unless the Licensee’s prior written agreement has been obtained, which shall be dependent on such a transfer satisfying relevant Data Protection Legislation requirements;
18.4.8 the Licensor will without undue delay notify the Licensee of any third-party communication relating . This Schedule sets forth additional terms to the parties obligations under the Data Protection Legislation Agreement where Totalmobile provide Support and assist the Licensee in meeting any Data Protection Legislation obligations arising from such a communication within the timescales mandated by the legislation;
18.4.9 the Licensor shall without undue delay notify the Licensee of any Data Loss Event and provide such assistance as reasonably required by the Licensee Maintenance in respect of the SaaS Services. Except as otherwise set forth below, the capitalised terms shall have the same meaning as such Data Loss Event;
18.4.10 terms in the Licensor’s liability under or Agreement. In the event of a conflict between this SaaS Service Support and Maintenance Schedule and the Agreement, this SaaS Service Support and Maintenance Schedule shall control. No other terms take precedence in connection with a Data Loss Event, whether relation to the provision by Totalmobile of the support and maintenance services save where expressly agreed in contract, tort (including negligence) or otherwise shall be limited to £1,000,000writing by Totalmobile.
Appears in 1 contract
Licensee Data. 18.1 7.1 The Licensee shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data.
18.2 7.2 The Licensor shall follow its back up procedures for Licensee Data as set out in its STREAM Software Service Description for the STREAM Saas available from the Licensor. In the event of any loss or damage to Licensee Data, the Licensee's sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with the back up procedure described in its STREAM Software Service Description for the STREAM SaasDescription. The Licensor shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub- sub-contracted by the Licensor to perform services related to Licensee Data maintenance and back-up).
18.3 7.3 The Licensor shall, in providing the Services, comply with its STREAM Software Service Description for the STREAM Saas relating to the privacy and security of the Licensee Data available from the Licensor, as such document may be amended from time to time by the Licensor in its sole discretion.
18.4 Each party shall comply with Data Protection Legislation and where 7.4 If the Licensor processes any Personal Data personal data on the Licensee’s behalf when performing its obligations under this agreement, the parties record their intention that the Licensee shall be the Controller data controller and the Licensor shall be a Processor data processor and in any such case:
18.4.1 7.4.1 the Licensee shall ensure that the Licensee is entitled to transfer the relevant Personal Data personal data to the Licensor so that the Licensor may lawfully use, process and transfer the Personal Data personal data in accordance with this agreement on the Licensee’s behalf;
18.4.2 7.4.2 the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislationdata protection legislation;
18.4.3 the Licensor shall assist the Licensee in the preparation of any Data Protection Impact Assessment required by the Data Protection Legislation prior to commencing any processing;
18.4.4 the Licensor shall notify the Licensee immediately if it considers that any of the Licensees instructions infringe the Data Protection Legislation;
18.4.5 7.4.3 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data personal data or its accidental loss, destruction or damage;
18.4.6 the Licensor shall take all reasonable steps to ensure the reliability and integrity of its employees who have access to Personal Data, ensuring they are aware of and comply with the Licensor’s obligations under this clause 18.4 and are subject to appropriate confidentiality undertakings;
18.4.7 the Licensor shall not transfer Personal Data outside of the European Union unless the Licensee’s prior written agreement has been obtained, which shall be dependent on such a transfer satisfying relevant Data Protection Legislation requirements;
18.4.8 the Licensor will without undue delay notify the Licensee of any third-party communication relating to the parties obligations under the Data Protection Legislation and assist the Licensee in meeting any Data Protection Legislation obligations arising from such a communication within the timescales mandated by the legislation;
18.4.9 the Licensor shall without undue delay notify the Licensee of any Data Loss Event and provide such assistance as reasonably required by the Licensee in respect of such Data Loss Event;
18.4.10 the Licensor’s liability under or in connection with a Data Loss Event, whether in contract, tort (including negligence) or otherwise shall be limited to £1,000,000.
Appears in 1 contract
Samples: Software License Agreement
Licensee Data. 18.1 The Licensee shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data
18.2 The Licensor 6.1 Totalmobile shall follow its back up archiving procedures for Licensee Data as set out in its Software Service Description for [Back-Up Policy] available at xxxxx://xxxxxxxx.xxxxxxxxxxx.xx.xx/live/SelfService or such other website address as may be notified to the STREAM Saas available Licensee from the Licensortime to time], as such document may be amended by Totalmobile in its sole discretion from time to time. In the event of any loss or damage to Licensee Data, the Licensee's ’s sole and exclusive remedy shall be for the Licensor Totalmobile to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor Totalmobile in accordance with the back up archiving procedure described in its Software Service Description for the STREAM Saas[Back-Up Policy]. The Licensor Totalmobile shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub- sub-contracted by the Licensor Totalmobile to perform services related to Licensee Data maintenance and back-up).
18.3 The Licensor 6.2 Totalmobile shall, in providing the Services, comply with its Software Service Description for the STREAM Saas [Privacy and Security Policy] relating to the privacy and security of the Licensee Data available at xxxxx://xxxxxxxx.xxxxxxxxxxx.xx.xx/live/SelfService or such other website address as may be notified to the Licensee from the Licensortime to time, as such document may be amended from time to time by the Licensor Totalmobile in its sole discretion.
18.4 Each party shall comply with Data Protection Legislation and where the Licensor 6.3 If Totalmobile processes any Personal Data personal data on the Licensee’s behalf when performing its obligations under this agreementAgreement, the parties record their intention that the Licensee shall be the Controller data controller and the Licensor Totalmobile shall be a Processor data processor and in any such case:
18.4.1 6.3.1 the Licensee acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Licensee and the Authorised Users are located in order to carry out the Services and Totalmobile’s other obligations under this Agreement;
6.3.2 the Licensee shall ensure that the Licensee is entitled to transfer the relevant Personal Data personal data to the Licensor Totalmobile so that the Licensor Totalmobile may lawfully use, process and transfer the Personal Data personal data in accordance with this agreement Agreement on the Licensee’s behalf;
18.4.2 6.3.3 the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislationdata protection legislation;
18.4.3 6.3.4 Totalmobile shall process the Licensor shall assist personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Licensee in the preparation of any Data Protection Impact Assessment required by the Data Protection Legislation prior from time to commencing any processing;time; and
18.4.4 the Licensor shall notify the Licensee immediately if it considers that any of the Licensees instructions infringe the Data Protection Legislation;
18.4.5 6.3.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data personal data or its accidental loss, destruction or damage;
18.4.6 the Licensor shall take all reasonable steps to ensure the reliability and integrity of its employees who have access to Personal Data, ensuring they are aware of and comply with the Licensor’s obligations under this clause 18.4 and are subject to appropriate confidentiality undertakings;
18.4.7 the Licensor shall not transfer Personal Data outside of the European Union unless the Licensee’s prior written agreement has been obtained, which shall be dependent on such a transfer satisfying relevant Data Protection Legislation requirements;
18.4.8 the Licensor will without undue delay notify the Licensee of any third-party communication relating . This Schedule sets forth additional terms to the parties obligations under the Data Protection Legislation Agreement where Totalmobile provide Support and assist the Licensee in meeting any Data Protection Legislation obligations arising from such a communication within the timescales mandated by the legislation;
18.4.9 the Licensor shall without undue delay notify the Licensee of any Data Loss Event and provide such assistance as reasonably required by the Licensee Maintenance in respect of the SaaS Services. Except as otherwise set forth below, the capitalised terms shall have the same meaning as such Data Loss Event;
18.4.10 terms in the Licensor’s liability under or Agreement. In the event of a conflict between this SaaS Service Support and Maintenance Schedule and the Agreement, this SaaS Service Support and Maintenance Schedule shall control. No other terms take precedence in connection with a Data Loss Event, whether relation to the provision by Totalmobile of the support and maintenance services save where expressly agreed in contract, tort (including negligence) or otherwise shall be limited to £1,000,000writing by Totalmobile.
Appears in 1 contract
