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<br />GDSVF&H\9154876.4
<br />may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or
<br />merger partners under customary confidentiality terms.
<br />8.3 Return of Materials; Effects of Termination/Expiration. On the expiration or termination of the
<br />Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or
<br />other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to
<br />the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-use and non-
<br />disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from
<br />the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information
<br />that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the
<br />termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret
<br />protection under applicable law.
<br />9. Data Security and Processing of Personal Information.
<br />9.1 Customer Data. Customer hereby grants to BS&A a non-exclusive, royalty-free, worldwide license to
<br />reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer
<br />Data as may be necessary for BS&A to provide the Platform and otherwise perform its obligations hereunder. Customer
<br />may export the Customer Data at any time through the features and functionalities made available via the Platform. For
<br />the avoidance of doubt, aggregated, de-identified, and anonymized portions, sets, or other combinations of Customer
<br />Data that do not contain personally identifying elements of Customer’s identity or of any Authorized Users are Usage Data
<br />and not Customer Data.
<br />9.2 Security Measures. BS&A will implement and maintain commercially reasonable administrative,
<br />physical, and technical safeguards designed to protect Customer Data (including Personal Information provided as part of
<br />Business Contact Data) from unauthorized access, use, alteration, or disclosure.
<br />9.3 Processing of Personal Information. BS&A’s rights and obligations with respect to Personal Information
<br />that it collects directly from individuals (if any) are set forth in BS&A’s Privacy Policy (as amended from time to time in
<br />accordance with its terms). Personal Information processed by BS&A on behalf of Customer is considered Customer Data
<br />and is governed by the terms of this Agreement.
<br />10. Intellectual Property Ownership; Feedback.
<br />10.1 BS&A IP. Customer acknowledges that, as between Customer and BS&A, BS&A owns all right, title, and
<br />interest, including all intellectual property rights, in and to the BS&A IP and, with respect to Third-Party Products, the
<br />applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the
<br />Third-Party Products.
<br />10.2 Usage Data. Customer acknowledges that, as between BS&A and Customer, BS&A owns all right, title,
<br />and interest, including all intellectual property rights, in and to the Usage Data.
<br />10.3 Customer Data. BS&A acknowledges that, as between BS&A and Customer, Customer owns all right,
<br />title, and interest, including all intellectual property rights, in and to the Customer Data, including all Business Contact
<br />Data.
<br />10.4 Feedback. If Customer or any of its employees or contractors sends or transmits any communications
<br />or materials to BS&A by mail, email, telephone, or otherwise, suggesting or recommending changes to the BS&A IP,
<br />including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or
<br />the like (“Feedback”), BS&A is free to use such Feedback irrespective of any other obligation or limitation between the
<br />Parties governing such Feedback.
<br />11. Mutual Warranties; Disclaimer of Other Warranties.
<br />11.1 Mutual Warranties. Each party hereby represents and warrants to the other that: (i) it has the full right,
<br />power, and authority to enter into, execute, and perform its obligations under this Agreement without any conflict with
<br />or violation of any other obligations to which it may be subject; and (ii) this Agreement is binding on such party in
<br />accordance with its terms.
<br />11.2 Disclaimer of Other Warranties. THE BS&A IP IS PROVIDED “AS IS” AND BS&A HEREBY DISCLAIMS ALL
<br />WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BS&A SPECIFICALLY DISCLAIMS ALL IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL
<br />Commented [CS3]: This is typical language must doesn’t seem
<br />fair that there are no warranties of any kind.
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