Customer Materials and Data Clause Samples
The 'Customer Materials and Data' clause defines the rights and responsibilities of both parties regarding any materials, information, or data provided by the customer to the service provider. Typically, this clause outlines how such materials may be used, stored, or returned, and may specify requirements for confidentiality, data security, or intellectual property ownership. Its core function is to ensure that customer-provided resources are handled appropriately and to protect the customer's interests, thereby reducing the risk of misuse or unauthorized disclosure.
Customer Materials and Data. 9.2.1 All IP Rights in Customer Materials and Data shall remain vested in Customer.
9.2.2 For the duration of the Agreement, Customer grants Dutch Analytics a royalty-free, non-exclusive license to:
a. use all required Customer Materials and Data for the sole purpose of providing the Services to Customer; and
b. permit Affiliates of Dutch Analytics and/or Sub- Contractors the same as referred to in the previous clause 9.2.2a; as is agreed under the Agreement and for as long as is required for Dutch Analytics to perform its obligations under the Agreement.
Customer Materials and Data. 4.1 The Customer shall own all right, title and interest in and to all of the Customer Materials and shall have sole responsibility for the legality, non-infringement, reliability, integrity, accuracy and quality of the Customer Materials.
4.2 The Customer hereby grants to the Supplier a non-exclusive, non-transferrable right to use the Customer Materials strictly to the extent necessary for the Supplier to provide the Services.
4.3 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier (to the extent back- ups are routinely provided by the Supplier as part of the Software licensed by the Customer under this Agreement).
4.4 The parties agree that the Customer shall be the data controller and the Supplier shall be the data processor of any Customer Personal Data. The Customer shall comply with the Data Protection Legislation and warrants that its instructions to the Supplier in respect of the Customer Personal Data are lawful.
4.5 The Supplier shall (a) only process Customer Personal Data in accordance with the security standards set out at Appendix B and the Customer's documented instructions and, including with regard to transfers, unless required to do otherwise by applicable UK law. In which event, the Supplier shall inform the Customer of the legal requirement before processing the Customer Personal Data other than in accordance with the Customer's instructions, unless legally prohibited from doing so;
Customer Materials and Data. (a) AmpUp acknowledges that, as between Customer and AmpUp and except as set forth in Section 6(b), Customer owns and retains all right, title and interest in and to all Customer Materials.
(b) Customer hereby grants AmpUp a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Subscription Services, Professional Services and AmpUp’s other related products, services and technologies during the Term.
(c) Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by this Agreement and (ii) AmpUp’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
Customer Materials and Data