PROFESSIONAL SERVICES
The terms and conditions for any professional services provided by Throtle to Data Client shall be set forth in an Exhibit, addendum or SOW attachment to this Agreement, or in a separate agreement between the Parties.
OWNERSHIP; RESERVATION OF RIGHTS
Data Client acknowledges and agrees that, except as expressly provided in Section 2 or any attached Exhibits and SOWs, Throtle retains all right, title, and interest (including any Intellectual Property Rights inherent in them) in and to the: (i) the Throtle Data and (ii) Throtle Materials.
CONFIDENTIALITY
Defined. Each Party covenants and agrees that all information obtained from or through the other Party in connection with this Agreement, acquired through the inspection of the other Party’s property, or property to or in which the other Party has any rights, shall be deemed “Confidential Information” of the other Party. Throtle Data Confidential Information includes, without limitation, Throtle Data and Throtle Materials, as well as the terms and conditions contained in this Agreement. Except as expressly allowed by this Agreement, the receiving Party will hold in confidence and not use or disclose any Confidential Information of the disclosing Party.
Exclusions. The receiving Party shall not be obligated under this Section with respect to information if the receiving Party can document through writing or testimony that such information: (i) is or has become readily publicly available through no fault of the receiving Party or its employees or agents; (ii) is received from a third party lawfully in possession of such information and the receiving Party has no knowledge of any disclosure restrictions on such third party with respect to such information; (iii) is disclosed to a third party by the disclosing Party without restriction on disclosure; (iv) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other Party; (v) was independently developed by employees or consultants of the receiving Party without reliance on such Confidential Information; or (vi) to the extent such information may be used or disclosed by receiving Party in accordance with the terms of this Agreement.
Obligations. The receiving Party shall protect Confidential Information either (i) in the same manner in which the receiving Party protects its own Confidential Information of like importance (which, in any case, must be at least reasonable care) or (ii) in accordance with any Rules applicable to such Confidential Information, whichever provides greater protection. The parties shall disclose Confidential Information only to those employees or contractors who have a need to know such Confidential Information and who are bound by confidentiality obligations substantially similar to those provided by this Agreement. Upon disclosing Party’s request or upon termination of this Agreement, receiving Party shall return or destroy in accordance with disclosing Party’s reasonable request any Confidential Information then in receiving Party’s possession. Notwithstanding any provision to the contrary, the receiving Party may make disclosures required by law or court order provided the receiving Party notifies the disclosing Party of the issuance of such order and allows the disclosing Party to participate in the proceeding.
Breach Notification. The receiving Party shall notify the disclosing Party of any breach, misappropriation, or violation of the disclosing Party’s rights in and to the Confidential Information, including any Throtle Data and Throtle Materials, of which the receiving Party has knowledge, and cooperate with disclosing Party (at disclosing Party’s expense) in any legal action or proceeding to prevent or stop unauthorized use, exploitation, reproduction, or distribution of Throtle Data. In addition, (a) receiving Party will reasonably assist disclosing Party in any data breach notification efforts that disclosing Party may be forced to undertake as a result of receiving Party’s breach of this Agreement and (b) receiving Party will reasonably assist disclosing Party in any data breach notification efforts that disclosing Party may be forced to undertake as a result of this Agreement for any other reason.
PARTIES’ OBLIGATIONS
Throtle. Throtle shall:
(a) comply, and require compliance by its licensors (where applicable), with all Rules regarding the collection, use, handling, processing, access, security, and disclosure which are applicable to the Throtle Data;
(b) provide as needed suppression lists to Data Client of any consumer requests for removal from Throtle Data as required by the Rules and industry guidelines applicable to the Throtle Data;
(c) deliver Throtle Data to Data Client in accordance with any data specifications agreed upon by the Parties in writing.
Data Client. Data Client shall:
(a) implement and maintain commercially reasonable administrative, technical, and physical safeguards, including procedures and practices, with regard to Throtle Data in Data Client’s possession and control designed to (i) ensure the security, confidentiality, and integrity of the Throtle Data, (ii) protect against any anticipated threats or hazards to the security or integrity of the Throtle Data, and (iii) protect against unauthorized access to, or unauthorized use or disclosure of, the Throtle Data;
(b) comply with all Rules regarding the collection, use, handling, processing, access, security, and disclosure of the Throtle Data by Data Client.
(c) use the Throtle Data solely in accordance with the terms and conditions in this Agreement and related Exhibits and Statement of Work (SOW).
(d) promptly, and in no case more than seven (7) days from the receipt of notice, delete, expire, purge, or otherwise cease the use of any Opt-outs or other Throtle Data for which a data subject has revoked or should reasonably be understood to have revoked their consent to provide the data subject’s data, or in the event that Throtle gives notice to Data Client that its right to provide or license the Throtle Data has terminated or expired.
REPRESENTATIONS AND WARRANTIES
Representations and Warranties. Throtle represents and warrants to Data Client that to the best of its knowledge, (i) Throtle has all rights necessary to provide the Throtle Data to Data Client; (ii) Throtle has contractually obligated its data contributors and other licensors to obtain all necessary consents from data subjects in accordance with the Rules; (iii) Throtle has no knowledge that the consumer or data subject to whom specific Throtle Data relates has effectively revoked consent to the collection, use, or disclosure of such data prior to its collection, use or disclosure (iv) Throtle has complied with all Rules applicable to the Throtle Data provided under this Agreement, or if Throtle is a licensee of the Throtle Data, Throtle has required the same of the licensor; and (v) No claim of infringement of any data, privacy, publicity or similar rights of any third party(whether or not embodied in an action, past or present) has been threatened or asserted, and no such claim is pending against Throtle or, to the best of Throtle’s knowledge, against any entity from which Throtle has obtained such rights.
Conflicting Obligations. Notwithstanding Data Client’s membership in any self-regulatory organizations relating to the collection, use, and disclosure of personally identifying information or anonymous data, Data Client acknowledges and agrees that Data Client’s compliance with any self-regulatory organization shall be in addition to its obligations under this Agreement and not in lieu of its obligations under this Agreement, unless mutually agreed to by both Parties.
Data Use Restrictions Resonate shall instruct the End Clients of the following data use restrictions:
