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exclusive, royalty-free license to access the Data for the purpose of performing the Services. Access to the Data shall only be by MAIS's employees and/or subcontractors whose job function requires access. Except as specified in this Agreement, MAIS may not access the Data for any other purpose without the express written consent of Customer. Access to Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law. Customer grants to MAIS a world-wide, non-exclusive, royalty-free license to aggregate or compile Data with the customer data of other customers using the Services so long as such aggregation or compilation omits any data that would enable the identification of Customer, its clients or any individual, company or organization ("Aggregated Data"). MAIS shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, Customer grants MAIS the right to access Data to provide feedback to Customer concerning its use of the Services. Customer authorizes MAIS to disclose the fact that Customer is a customer of MAIS and uses the Services. (c) Data and Privacy Policy of Gustomer The Customer represents and warrants to MAIS that: Data that is either provided to or acquired by MAIS from Customer is owned exclusively by Customer and that the Customer has full right and title to provide the Data to MAIS; Data that is either provided to or acquired by MAIS is subject to a privacy policy in effect as of the Effective Date and Customer's customers have provided to Customer their written consent for its collection, use and storage by MAIS and its third-party service providers in accordance with this Agreement and in any jurisdiction in North America; ilt.Customer complies with all applicable privacy legislation as of the Effective Date in the performance of its obligations hereunder in respect of any Data collected, used, transferred, created or disclosed pursuant to this Agreement; and Customer will not provide MAIS with data of any kind for which MAIS either has no need or does not have the right to collect, use and store under the terms of this Agreement. 1 8. Confidential lnformation The parties agree to keep confidential any and all Confidential lnformation with respect to the other party which it has received or may in the future receive in connection with this Agreement and shall only disclose such Confidential lnformation of the other party (i) to its agents, employees or representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, and who have entered into a non-disclosure agreement at least as protective of the other party's Confidential lnformation as this Agreement, or (ii) to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. The parties each agree to hold the other party's Confidential lnformation in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential lnformation of the other party. ln addition to any other restrictions on MAIS' use of the Data, the confidentiality obligations above apply except to the extent that both parties agree that the Data may be subject to privacy laws providing for the owners of the Data to review such Data or to challenge the collection and storage of the Data. Customer shall indemnify and reimburse MAIS in relation to all reasonable fees and other disbursements paid by MAIS to comply with such requests, whether by an individual or a government body, orto challenge such requests at either MAIS'or Customer's request. Customer represents and warrants to MAIS that as of the Effective Date no individual, government body or third party has requested a review of the Data or challenged the collection and storage of the Data to be stored in the Software. iv Confidential and Proprietary - Univerus lnc.Page 10 of26