Common use of Client Data and Security Clause in Contracts

Client Data and Security. ‌ 13.1 All right, title and interest (including all Intellectual Property Rights) in all Client Data stored and/or processed by the Client using the Solution is and remains vested in the Client. 13.2 The Client is solely responsible for: 13.2.1 the accuracy, quality, integrity, legality, reliability, appropriateness, access to, and ownership of all such Client Data; and 13.2.2 where an Alternative Hosting Solution is used ,maintaining the security of its Client Data, and ensuring that copies of Client Data are adequately stored. 13.3 The Client grants to Education Horizons a non-exclusive, sub-licensable and royalty-free licence to: 13.3.1 use the Client Data to the extent necessary to fulfil its obligations under the Agreement; 13.3.2 use Client Data and usage statistics regarding the Client’s use of the Solution for improving product and user experience and, in respect of de-identified data only, for commercial purposes; 13.3.3 access the Client Data for technical and support purposes at any time in connection with the Support and Maintenance Services; and 13.3.4 disclose Client Data where required to do so by law or court order, provided that Education Horizons will use reasonable endeavours to notify the Client of any such request. 13.4 The Client acknowledges and agrees that security risks cannot be eliminated and the internet is not a secure medium and, as with all systems that permit data upload or transmission over the internet, the use of the Solution carries with it the risk that the Client or any Authorised User may send, receive, upload, download or transmit a file that contains Harmful Code, and that Harmful Code may damage the Client’s or any Authorised User’s computers, systems and Client Data, and may spread and damage other persons’ computers, systems and data. 13.5 Education Horizons will follow its back-up and archiving procedures for Client Data as in force from time to time. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy against Education Horizons will be for Education Horizons to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Education Horizons in accordance with its standard back-up and archiving procedures. 13.6 On termination or expiration of the Agreement, the Client may access the Solution for 30 days immediately following the termination or expiration of the Agreement for the sole purpose of making a copy of all Client Data. Immediately following the completion of this 30 day period, Education Horizons will destroy or otherwise dispose of any of the Client Data in its possession 14 CONFIDENTIALITY‌ 14.1 A recipient of Confidential Information may only use the Confidential Information of the discloser for the purposes of performing the recipient’s obligations or exercising the recipient’s rights under the Agreement. 14.2 A recipient must: 14.2.1 not disclose the Confidential Information of the other party to any person except if the Agreement permits; 14.2.2 not assist or permit any person to make any unauthorised use of the discloser’s Confidential Information; and 14.2.3 take reasonable steps to safeguard the Confidential Information, including co-operating with the discloser as reasonably required to protect the confidentiality of its Confidential Information. 14.3 A recipient may only disclose Confidential Information to: 14.3.1 its Personnel on a "need to know basis"; or 14.3.2 any other person only with the discloser's prior written consent, and, before doing so, the recipient must ensure that those persons are aware of the confidential nature of the Confidential Information and are bound by confidentiality obligations consistent with this clause 14. 14.4 On expiry or termination of the Agreement, or at any other time, Education Horizons may request the Client to deliver to it, or destroy and certify the destruction of, all documents and other materials in any medium in the Client’s possession or control which contain or refer to Education Horizons’ Confidential Information. However, the Client may retain a single copy of any document or other material containing or referring to Education Horizons’ Confidential Information to the extent it is required to do so by law or any other Confidential Information which is required to use the Solution whilst the Subscription is ongoing. 14.5 Notwithstanding this clause 14, the Client agrees that Education Horizons may use its name in press releases, product brochures, Education Horizons websites, Education Horizons social media posts and financial reports indicating that the Client is a customer of Education Horizons.

Client Data and Security. ‌ 13.1 10.1 All right, title and interest (including all Intellectual Property Rights) in all Client Data stored and/or processed by the Client using the Solution a Licensed Product is and remains vested in the Client. 13.2 The Client and the Client is solely responsible for: 13.2.1 for the accuracy, quality, integrity, legality, reliability, appropriateness, access to, appropriateness and ownership of all such Client Data; and 13.2.2 where an Alternative Hosting Solution is used ,maintaining the security of its Client Data, and ensuring that copies of Client Data are adequately stored. 13.3 10.2 The Client grants to Education Horizons a non-exclusive, sub-licensable and royalty-free licence toagrees that EHG Services: 13.3.1 10.2.1 will use the Client Data to the extent necessary to fulfil its obligations under the Agreement; 13.3.2 10.2.2 may use Client Data and usage statistics regarding the Client’s use of the Solution a Licensed Product for improving product and user experience and, in respect of de-identified data only, for commercial purposes; 13.3.3 10.2.3 may access the Client Data for technical and support purposes at any time in connection with the Support and Maintenance Services; and 13.3.4 10.2.4 may disclose Client Data where required to do so by law or court order, provided that Education Horizons EHG Services will use reasonable endeavours to notify the Client of any such request. 13.4 10.3 The Client acknowledges and agrees that that: 10.3.1 other than where the Client purchases Cloud Hosting Services for a Licensed Product from EHG Services, it has sole responsibility for backing up any Client Data stored within the Licensed Product, notwithstanding any related tools or functionality provided by EHG Services; and 10.3.2 security risks cannot be eliminated and the internet is not a secure medium and, as with all systems that permit data upload or transmission over the internet, the use of the Solution a Licensed Product carries with it the risk that the Client or any Authorised User may send, receive, upload, download or transmit a file that contains Harmful CodeComponents, and that Harmful Code Components may damage the Client’s or any Authorised User’s computers, systems and Client Data, and may spread and damage other persons’ computers, systems and data. 13.5 Education Horizons will follow its back-up and archiving procedures for Client Data as in force from time to time. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy against Education Horizons will be for Education Horizons to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Education Horizons in accordance with its standard back-up and archiving procedures. 13.6 On termination or expiration of the Agreement, the Client may access the Solution for 30 days immediately following the termination or expiration of the Agreement for the sole purpose of making a copy of all Client Data. Immediately following the completion of this 30 day period, Education Horizons will destroy or otherwise dispose of any of the Client Data in its possession 14 CONFIDENTIALITY‌ 14.1 A recipient of Confidential Information may only use the Confidential Information of the discloser for the purposes of performing the recipient’s obligations or exercising the recipient’s rights under the Agreement. 14.2 A recipient must: 14.2.1 not disclose the Confidential Information of the other party to any person except if the Agreement permits; 14.2.2 not assist or permit any person to make any unauthorised use of the discloser’s Confidential Information; and 14.2.3 take reasonable steps to safeguard the Confidential Information, including co-operating with the discloser as reasonably required to protect the confidentiality of its Confidential Information. 14.3 A recipient may only disclose Confidential Information to: 14.3.1 its Personnel on a "need to know basis"; or 14.3.2 any other person only with the discloser's prior written consent, and, before doing so, the recipient must ensure that those persons are aware of the confidential nature of the Confidential Information and are bound by confidentiality obligations consistent with this clause 14. 14.4 On expiry or termination of the Agreement, or at any other time, Education Horizons may request the Client to deliver to it, or destroy and certify the destruction of, all documents and other materials in any medium in the Client’s possession or control which contain or refer to Education Horizons’ Confidential Information. However, the Client may retain a single copy of any document or other material containing or referring to Education Horizons’ Confidential Information to the extent it is required to do so by law or any other Confidential Information which is required to use the Solution whilst the Subscription is ongoing. 14.5 Notwithstanding this clause 14, the Client agrees that Education Horizons may use its name in press releases, product brochures, Education Horizons websites, Education Horizons social media posts and financial reports indicating that the Client is a customer of Education Horizons.