1.2. License Limitations. The scope of licensed use of the Software set forth in the Service Agreement shall be the licensed scope applicable to the Software installed in the Inzata Cloud.
1.3. Licensee Responsibilities. Licensee shall (i) comply and be responsible for its Authorized Users’ compliance with the Terms and Conditions Agreement, this Use of Data Agreement, applicable laws and government regulations; and (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Inzata Cloud and notify Licensor promptly of any such unauthorized access or use.
2.1. Hosting. All electronic data and information stored or managed by means of the Software by or for Licensee, including the results of data analysis embodied in the Dashboards and any other Software reports and outputs, is “Licensee Data.” Licensee Data does not include the Software or any third-party software interoperating with the Inzata Cloud. As between Licensor and Licensee, all Licensee Data is deemed Licensee’s property.
2.2. Data Back Up. Licensee acknowledges that the Inzata Cloud is not a system of record, and all Licensee Data remains on the systems and data repositories from which the data processed on the Inzata Cloud is sourced. Inzata is only responsible to restore data that has been backed up from the Dashboards as provided in the Backup Schedule set forth on the Sales Order, or to rebuild the Dashboard data from the data sources.
2.3. License to Licensee Data.
2.3.1. Licensee grants Licensor and its affiliates and contractors a worldwide, limited-term license to host, copy, use, transmit, and process Licensee Data solely as reasonably necessary for Licensor to perform its obligations under the License Agreement and any applicable Sales Order. Except for the limited license granted herein, Licensor shall acquire no right or title to Licensee Data.
2.3.2. Without limiting the generality of the foregoing, processing of Licensee Data may include: (i) uploading, hosting, combining, analyzing, creating graphs and visualizations, displaying and delivering Licensee Data as directed by Licensee using the Software functionalities; (ii) performing Cloud Support services; (iii) providing business intelligence consulting services; (iv) using Licensee Data to create aggregated and anonymous statistical reports to monitor Licensee’s use of the Inzata Cloud and Software and to improve Licensor’s products and services, provided that such statistical information does not disclose Licensee Confidential Information; and (v) maintaining logs for compliance with data retention laws and internal security and disaster recovery policies.
2.4. Responsibility for Licensee Data. Licensee acknowledges and agrees that Licensor does not screen or review Licensee Data in the Inzata Cloud. Licensee warrants and represents that it has the right to access and use the Licensee Data with the Inzata Cloud and to permit Licensor to access and use the Licensee Data as provided herein. Licensee shall comply with all applicable laws and regulations regarding the collection, use, transfer and processing of Licensee Data, including but not limited to laws and regulations relating to the collection, use, transfer or processing of any personal data, third party Intellectual Property rights, and any other laws and regulations pertaining to the use or dissemination of any Licensee Data via the Inzata Cloud.
2.5. Data Deletion.
Licensor will erase all Licensee Data from the Environment within seven (7) business days after the expiration or termination of a Subscription Period.
3.1. Notwithstanding anything to the contrary in the Service Agreement, and in addition to any disclaimer of liability in the Service Agreement, Licensor shall have no liability arising from: (i) any disclosure of Licensee Data by Licensee’s Authorized Users or through the functions and settings of the Software deployed on the Inzata Cloud under Licensee’s control; (ii) claims alleging that Licensee Data violates the Intellectual Property rights of a third party, including copyright, privacy rights, data protection rights, database rights, trade secret, or trademark (including data made available by or on behalf of customers); and (iii) damages or losses, if any, caused by any modification or adaptation made by Licensee to the Inzata Cloud without Licensor’s express and prior written consent.
3.2. Indemnification by Licensee. Licensee shall defend Licensor against any claim, demand, suit, or proceeding brought against Licensor by a third party arising in connection with Licensee Data or Licensee’s use of the Software or the Inzata Cloud in violation of the Sales Order, License Agreement, and these Inzata Cloud Terms and Conditions (each a “Claim”). Licensee shall indemnify Licensor from any damages, attorneys fees, and costs finally awarded against Licensor as a result of a Claim or for any amounts paid by Licensor under a settlement of a Claim by Licensee, provided Licensor has (a) promptly given Licensee notice of the Claim (provided that Licensee’s obligation hereunder shall be relieved only to the extent any delay in providing notice has actually prejudiced the defense of such Claim) and (b) Licensee shall have sole control of the defense and settlement of the Claim (provided that Licensee shall not enter into any settlement that admits liability on behalf of Licensor or imposes any obligations on Licensor other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and (c) Licensor shall provide Licensee all reasonable assistance requested by Licensee, at Licensee’s expense.
