Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.
Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.
Customer Data 5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality , reliability, integrity, accuracy and quality of the Customer Data.
5.2 The Customer shall have sole responsibility for the security, back-up, archiving and recovery of Customer Data.
5.3 If the Customer utilises the customer service icon provided by the Supplier within the Software the Customer acknowledges that any Customer Data uploaded via such service will be subject to the relevant third party supplier’s Security Policy. The Supplier currently utilises the Fresh Desk application. For a copy of the Fresh Desk Security Policy see xxxxx://xxxxxxxxx.xxx/security. The Supplier accepts no liability for any Customer Data transferred through the customer service icon provided within the Software.
5.4 The Supplier shall not be responsible for any loss suffered by the Customer as a result of or arising from the destruction, alteration, or disclosure of any Customer Data caused by any third party (including any third-party providing customer service functionality in connection with the Software), except and to the extent that the Supplier is entitled to recover and has so recovered an amount (net of the costs of recovery) equal to such loss from the relevant third party.
5.5 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under these Terms and Conditions of Use, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer undertakes to comply with all the requirements of the Data Protection Act 1998 in connection with any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use ;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully process the personal data in accordance with these Terms and Conditions of Use on the Customer's behalf;
(c) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under these Terms and Conditions of Use;
(d) the Customer 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;
(e) the Supplier shall process the personal data only in accordance with these Terms and Conditions of Use and any lawful instructions reasonably given by the Customer from time to time;
(f) 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; and
(g) the Customer shall make and maintain all necessary registration applications within all appropriate categories under the DPA as are required in relation to any personal data processed by the Supplier on the Customer's behalf when performing its obligations under these Terms and Conditions of Use.
5.6 The Customer shall indemnify and keep indemnified the Supplier against all actions, proceedings , costs, claims, demands , liabilities , losses and expenses whatsoever arising out of or in connection with the Supplier 's processing of personal data on the Customer's behalf when performing its obligations under these Terms and Conditions of Use, save to the extent that the same is caused by or arises from the Supplier’s (or its directors, employees or sub-contractors’) negligence or breach of its obligations under these Terms and Conditions of Use.
Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement.
7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral.
7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application.
7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services.
7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.
