RIGHTS OF USAGE, PRIVACY
The Documentation, the Service and all components thereof, including, without limitation, the IQNOMY tracking code, the structure and organization of the Reports, IQNOMY’s Confidential Information, IQNOMY APIs, any other IQNOMY information and materials, and all worldwide intellectual property rights in the foregoing, are the exclusive property of IQNOMY, its licensors and/or its suppliers. IQNOMY, its licensors and/or its suppliers reserve all rights not expressly granted to you in this Agreement. As between IQNOMY and you, all data collected and analyzed by the Service for your Account (“Client Data”) and all worldwide intellectual property rights in Client Data, are your exclusive property. IQNOMY may use Client Data to modify and improve the Service, IQNOMY business, IQNOMY technology or provide additional services. However, IQNOMY will not use any particular data that is identifiable to you (i.e., it has not been “anonymized” to remove references to you). Client Data shall exclude any personal financial or health information of any nature or any other personally identifiable information that could be legally considered private or sensitive, including, without limitation, social security numbers, individual medical information, drivers license numbers, birth dates, bank account numbers, passwords, and credit card numbers. The IQNOMY tracking code and the Service may contain or be distributed with third-party software covered by an open source software license or other third party software license, and the terms and conditions of this license do not apply to such third-party software. IQNOMY does not incorporate into the Service any third party product, software or other materials for which the intellectual property rights are not owned solely by IQNOMY or for which IQNOMY has not properly obtained a license to the intellectual property rights from such third party.
2. CLIENT DATA
IQNOMY shall maintain industry-standard security controls over resources it maintains to provide the Service, in order to protect the confidentiality, privacy, integrity and availability of Client Data. During the Term of this Agreement, IQNOMY shall keep and store the Reports included in Client Data as set forth in the Data Retention Policy posted athttp://www.IQNOMY.com. Notwithstanding any provision to the contrary stated herein, (i) IQNOMY does not have any obligations to retain, store, deliver or provide access to any Client Data other than as expressly stated herein, (ii) IQNOMY will not deliver or provide you with access to the raw collected data included in Client Data that is used to generate Reports, and (iii) IQNOMY’s obligations to keep and store Client Data shall terminate with the expiration or earlier termination of the applicable Service. You may transmit, copy, extract or otherwise remove Client Data from IQNOMY Service servers as provided as part of the Service or using a third party or your application to interface with the Service. IQNOMY is not responsible in any way for any Client Data once such Client Data is transmitted, copied, extracted and/or removed from IQNOMY Service servers by you or a third party authorized by you. You, or a third party authorized by you, may also upload, copy or transmit data collected from other sources other than Client Websites to IQNOMY Service servers. Such data, once uploaded in to IQNOMY’s Service servers, will be deemed Client Data, and as such, it shell be governed by this Agreement. Also, it will be calculated in your total usage of the Service. Your use of any IQNOMY application program interface (“API”) for purposes of transmitting, copying, extracting, removing or uploading data to or from IQNOMY Service servers, or to develop one or more applications based on such IQNOMY API, is subject to the usage terms provided with the API documentation. If you install or enable one or more third party application(s) for use with your Account on the Service, you acknowledge that IQNOMY may allow providers of those third party applications to access Client Data as required for the interoperations of such third party application with the Service. IQNOMY is not responsible for any disclosure, modification or deletion of Client Data resulting from any such access by third party application providers.
Each party may have access to information that is confidential and proprietary to the other party (“Confidential Information”). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. IQNOMY’s Confidential Information shall include, but not be limited to, the Service, formulas, methods, know-how, processes, designs, new products, developmental work, marketing requirements, marketing plans, licensee names, prospective licensee names, the terms and pricing under this Agreement, and the results of any comparative or other benchmarking tests with respect to the Service, in each case regardless of whether such information is identified as confidential. Confidential Information includes all information received from third parties that the disclosing party is obligated to treat as confidential and oral information that is identified by the disclosing party as confidential. This obligation of confidentiality does not apply to (i) any information that is or becomes a part of the public domain through no act or no omission by the receiving party, (ii) was in the receiving party’s lawful possession prior to the disclosure without any restriction on disclosure, or (iii) is independently developed by the receiving party without use of or reference to such Confidential Information. If the receiving party is required to disclose such Confidential Information to any court or government authority, then the receiving party hereby agrees to provide the disclosing party with sufficient written notice prior to the receiving party’s disclosure. SUCH OBLIGATIONS OF CONFIDENTIALITY SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. Each party agrees not to (a) make Confidential Information available in any form to any third party except to such party’s employees, contractors, agents or service providers who are required to have access to that information in order to allow such party to exercise its rights or perform obligations under this Agreement, or (b) to use the Confidential Information for any purpose other than in the performance of this Agreement. Each party agrees not to disclose the results of any performance tests of the IQNOMY Service to any third party. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by such party’s employees or agents in breach of this Agreement. Upon request of the disclosing party, the receiving party will destroy the disclosing party’s Confidential Information, other than archival back-up copy.