Customer Data and Security Sample Clauses
The Customer Data and Security clause establishes the obligations and standards for handling, protecting, and processing customer data within a contractual relationship. It typically outlines requirements for data confidentiality, security measures such as encryption or access controls, and procedures for responding to data breaches or unauthorized access. By clearly defining these responsibilities, the clause helps ensure that customer information is safeguarded and that both parties understand their roles in maintaining data security, thereby reducing the risk of data loss or misuse.
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Customer Data and Security. 5.1 Taxlab acknowledges and agrees that Customer and/or the other Authorised Users will own all rights, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.2 Where Customer Data comprises personal information or data (as may be defined in privacy legislation in the relevant Jurisdiction), Taxlab’s Privacy Policy at ▇▇▇.▇▇▇▇▇▇.▇▇▇▇▇▇/taxlab-privacy-policy/,will apply.
5.3 Customer acknowledges and agrees, and ▇▇▇▇▇▇▇▇ will procure that other Authorised Users acknowledge and agree, that Taxlab may be approved by the Tax Office under the relevant legislation or otherwise in the Jurisdiction, to store taxpayers’ records outside of the Jurisdiction. As part of receiving this approval Customer agrees to Taxlab:
(a) holding Customer Data in a form approved by the Tax Office;
(b) ensuring that Customer Data is accessible by the Tax Office in a way approved by the Tax Office; and
(c) complying with the Tax Office Conditions.
5.4 Taxlab may use Customer Data for the purpose of:
(a) performing Taxlab’s obligations under this Agreement;
(b) ensuring that Customer is complying with this Agreement;
(c) ensuring that the Authorised Users are complying with the End User Terms and Conditions;
(d) improving or enhancing the Subscription Services; and
(e) performing data analysis, machine learning, or cross entity analysis, on an Anonymised basis, including in the manner contemplated in clause 5.5,
5.5 Taxlab’s Subscription Services may offer Customer the ability to benchmark Customer Data against the data provided by other users of the Subscription Services (Other User Data) and to receive the results of such benchmarking. If Customer wishes to benefit from the benchmarking offered by Taxlab’s Subscription Services Customer must opt-in to participate in the benchmarking by selecting the relevant option in the Administration Portal or such other location within the Subscription Services. If Customer is involved in any benchmarking exercises, Customer agrees to Taxlab using Customer Data to benchmark against Other User Data. Taxlab may, from time to time, provide Customer with such benchmarking results. Taxlab does not systematically and/or independently verify Customer Data or Other User Data entered into the Subscription Services by Customer or other users of the Subscription Services. Therefore, Customer acknowledges that any benchmarking or other repo...
Customer Data and Security. 4.1 Exhibit D attached hereto describes the administrative, physical, and technical safeguards (“Security Systems”) that EmOpti has implemented and will maintain to protect the security, confidentiality and integrity of Customer Data. EmOpti may modify such Security Systems from time to time, as reasonably determined by EmOpti to be necessary or appropriate, provided that no such change may reduce in any material respect the security standards for the Services. EmOpti shall not access or use the Customer Data except in connection with the performance of Services or as otherwise expressly authorized hereunder.
4.2 Customer acknowledges that EmOpti exercises no control over and shall have no liability for the content of the Customer Data and it is Customer’s sole responsibility to ensure that the provision of Customer Data to EmOpti complies with all applicable laws and regulations and any additional requirements set forth in this Agreement.
4.3 EmOpti agrees to use or disclose any Customer Data, including that which constitutes “Protected Health Information” (as defined under HIPAA), solely in the manner and for the purposes set forth in this Agreement, except as otherwise required by law. Further, each party agrees to comply with the terms of the Error! Reference source not found. attached hereto as Exhibit C (the “BAA”).
4.4 As between Customer and EmOpti, all Customer Data shall remain the sole property of Customer. EmOpti and its Affiliates and their respective employees and agents shall have the right to reproduce, modify, use, host, transmit and display the Customer Data solely in connection with EmOpti’s provision of the Services under this Agreement to Customer and its Authorized Users; provided that, notwithstanding anything to the contrary contained herein, EmOpti shall be permitted to use aggregated data generated by Customer’s, its Affiliates’, Clients’ and Authorized Users’ use of the Services, as well as data relating to attributes or characteristics of Customer Data (collectively, “Metadata”); provided that, except as may otherwise be specified in any SOW, Metadata shall not include Customer Data that specifically identifies Customer or any other Person and EmOpti may not sell or transfer or disclose such Metadata to any other person. Without limiting the foregoing, nothing contained in the BAA or elsewhere in this Agreement is intended to limit EmOpti’s ability to engage in Data Aggregation (as defined under HIPAA) in compliance with HIPAA.
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Customer Data and Security. 6.1 If we collect, handle and disclose Personal Information, we will do so in accordance with Privacy Legislation and our Privacy Policy.
6.2 In addition, we use our best efforts to ensure that Customer Data is:
(a) stored, transferred and disposed of according to best-practice industry guidelines; and
(b) not disclosed to third parties (except as set out in this Agreement and our Privacy Policy); and
(c) password-protected, with access only to authorised employees, officers or agents; and
(d) protected from misuse, interference or loss.
6.3 If we become aware of unauthorised access to or loss of Customer Data, we will promptly:
(a) notify you;
(b) investigate the cause;
(c) do our best to remedy any consequences; and
(d) tell you what steps we have taken to prevent a reoccurrence.
6.4 After the end of the Term, if you choose not to purchase SmartyGrants, we will permanently delete the Customer Data unless otherwise agreed in writing.
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.
Customer Data and Security. 5.1 Data Backup. Uniserve will have no responsibility for backing up Customer Data except to the extent specifically agreed upon in a SoW. Notwithstanding the foregoing, the Services do not replace the need for Customer to independently maintain regular data backups or redundant data archives on an IT System separate from Service System. Regardless of the Services ordered, Customer remains responsible for maintaining the integrity and security of Customer Data.
Customer Data and Security a. Customer Data. Customer must provide data for use of the Services and Company. Customer remains solely responsible at all times for the content and accuracy of the Customer Data and for ensuring that the Customer Data complies with the terms of this Agreement and the DPA. Company has no obligation to monitor or pre- screen any Customer Data uploaded, generated, stored, or transmitted by Customer as part of, or in conjunction with, the Services.
Customer Data and Security. You represent and warrant that you have a valid license to the Third Party Application and that You own all rights to Your Customer Data and that You have full authority to transmit Customer Data to the Third Party Application using the Connector. You are responsible for the accuracy, quality, integrity, and legality of Your Customer Data. You are responsible for the legality of using any Customer Data with a Third Party Application and/or the Connector, and You agree to abide by (and be responsible for Your compliance with) applicable laws and regulations regarding the same. You acknowledge and agree that any use of the Connector will create Unencrypted Temporary Copy(ies), which will be unencrypted and you accept all risks and liability associated with such actions. You are responsible for Your Authorized Users’ access and use of the Connector and the adequate backup and protection of Customer Data and any Unencrypted Temporary Copy while stored on Your equipment or service or any Third Party Application.
Customer Data and Security. 2.1 We will not access or use Customer Data, except as necessary for us or our suppliers and contractors (and their suppliers and contractors) to provide the Services to you or as provided for in this Agreement, or use it for any other purpose unless such Customer Data is anonymised.
2.2 You are solely responsible for Customer Data and End Users, and for making sure they comply with the obligations set out in clause 3.1.
2.3 You will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.
2.4 Under this Agreement, we are merely a data processor and not a data controller.
2.5 You agree that we may process and store Customer Data in data centres located in Australia or Singapore.
2.6 All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards we have described in any document describing those standards which we have provided to you. We have implemented at least industry standard systems and procedures to (a) ensure the security and confidentiality of Customer Data, (b) protect against anticipated threats or hazards to the security or integrity of Customer Data, and (c) protect against unauthorised access to or use of the Services and Customer Data.
2.7 We will notify you promptly if we become aware that your Customer Data is accessed by, or disclosed to, an unauthorised party and will provide such details as we are able to, to enable you to assess and manage the associated impact. You or your personnel may notify us by means of the facility made available for this purpose through our Services if at any time you consider your Customer Data has been accessed by, or disclosed to, an unauthorised party.
Customer Data and Security. If Customer purchases a SaaS Subscription or Hosting Services, this Section 12 will apply.
12.1 Customer Data. Customer is solely responsible for any data, text, files, information, images, graphics, and other content or materials that its Users upload to the Software (collectively, “Customer Data”). Viewpoint does not claim ownership of any Customer Data. Customer represents and warrants that: (a) all relevant third parties, including data subjects, have been informed of and have given their consent to Viewpoint's use, processing, and transfer of Customer Data as required by applicable Laws and (b) all Customer Data will comply with the AUP.
12.2 Use of Customer Data. By submitting and uploading Customer Data, Customer grants Viewpoint a nonexclusive, worldwide, transferable, irrevocable right and license to use, store, reproduce, modify, distribute, transmit, and display the Customer Data for the purpose of providing, improving, and marketing Software and Services to Customer during the Term. Customer agrees that Viewpoint may collect and use Customer Data and data derived from Customer’s and Users’ use of the Software for its own internal business purposes, including, without limitation, for research and development purposes to improve the Software and Services and to identify industry trends. Customer acknowledges that Viewpoint may use and disclose the reports and results of its findings related to such data in an anonymized and aggregated manner (“Results”) for any purpose, including but not limited to commercial and marketing purposes.
Customer Data and Security. If Customer purchases a SaaS Subscription or Hosting Services, this Section 12 will apply.
12.1 Customer Data. Customer is solely responsible for any data, text, files, information, images, graphics, and other content or materials that its Users upload to the Software (collectively, “Customer Data”). Viewpoint does not claim ownership of any Customer Data. Customer represents and warrants that: (a) all relevant third parties, including data subjects, have been informed of and have given their consent to Viewpoint's use, processing, and transfer of Customer Data as required by applicable Laws and (b) all Customer Data will comply with the AUP.