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<br />Confidential and Proprietary - Univerus Inc. Page 10 of 26 <br /> <br />exclusive, royalty-free license to access the Data for the purpose of performing the Services. Access to the Data shall <br />only be by MAIS’s employees and/or subcontractors whose job function requires access. Except as specified in this <br />Agreement, MAIS may not access the Data for any other purpose without the express written consent of Customer. <br />Access to Data by any outside party shall only be in accordance with the terms of this Agreement or where required by <br />law. <br /> <br />Customer grants to MAIS a world-wide, non-exclusive, royalty-free license to aggregate or compile Data with the <br />customer data of other customers using the Services so long as such aggregation or compilation omits any data that <br />would enable the identification of Customer, its clients or any individual, company or organization (“Aggregated Data”). <br />MAIS shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based <br />on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, <br />Customer grants MAIS the right to access Data to provide feedback to Customer concerning its use of the Services. <br /> <br />Customer authorizes MAIS to disclose the fact that Customer is a customer of MAIS and uses the Services. <br /> <br />(c) Data and Privacy Policy of Customer <br /> <br />The Customer represents and warrants to MAIS that: <br /> <br />i. Data that is either provided to or acquired by MAIS from Customer is owned exclusively by Customer and that <br />the Customer has full right and title to provide the Data to MAIS; <br />ii. Data that is either provided to or acquired by MAIS is subject to a privacy policy in effect as of the Effective Date <br />and Customer’s customers have provided to Customer their written consent for its collection, use and storage by <br />MAIS and its third-party service providers in accordance with this Agreement and in any jurisdiction in North <br />America; <br />iii. Customer complies with all applicable privacy legislation as of the Effective Date in the performance of its <br />obligations hereunder in respect of any Data collected, used, transferr ed, created or disclosed pursuant to this <br />Agreement; and <br />iv. Customer will not provide MAIS with data of any kind for which MAIS either has no need or does not have the <br />right to collect, use and store under the terms of this Agreement. <br />18. Confidential Information <br /> <br />The parties agree to keep confidential any and all Confidential Information with respect to the other party which it has <br />received or may in the future receive in connection with this Agreement and shall only disclose such Confidential <br />Information of the other party (i) to its agents, employees or representatives who have a need to know such information, <br />for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, and who <br />have entered into a non-disclosure agreement at least as protective of the other party’s Confidential Information as this <br />Agreement, or (ii) to the extent required by applicable law or during the course of or in connection with any litigation, <br />arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the <br />receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any <br />applicable protective order or equivalent. The parties each agree to hold the other party’s Confidential Information in <br />confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential <br />and proprietary information, to protect the Confidential Information of the other party. <br /> <br />In addition to any other restrictions on MAIS’ use of the Data, the confidentiality obligations above apply except to the <br />extent that both parties agree that the Data may be subject to privacy laws providing for the owners of the Data to review <br />such Data or to challenge the collection and storage of the Data. Customer shall indemnify and reimburse MAIS in relation <br />to all reasonable fees and other disbursements paid by MAIS to comply with such requests, whether by an individual or a <br />government body, or to challenge such requests at either MAIS’ or Customer’s request. Customer represents and warrants <br />to MAIS that as of the Effective Date no individual, government body or third party has requested a review of the Data or <br />challenged the collection and storage of the Data to be stored in the Software.