5.1 Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Client Portal/”M25 Move Management Portal” and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Client Portal/”M25 Move Management Portal” or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
M25 Group Services acknowledges it receives no ownership or, except to the extent specified herein, other rights in any Customer Data, and all rights, title and interest in such Customer Data remain with Customer. M25 shall not, and shall not permit its Personnel to disclose Customer Data, unless authoriSed by the terms and conditions of this Agreement, or by Customer in writing, or if M25 group services is required to do so by law or court order. Customer agrees that M25 Group may: (a) use and disclose in aggregate, anonymous and de-identified form, information derived from Customer Data where the resulting information does not in any way identify or allow the identification of Customer or any Personal Data, and/or (b) access, use in accordance with the terms and conditions of this Agreement, but not otherwise use or disclose, Customer Data for M25 Groups internal business purposes, including for purposes of planning, support, administration and invoicing related to Customer’s use of such products and services, and improving and/or creating enhancements to or new offerings.
Additionally, the Customer acknowledges that in connection with the processing of Customer Data pursuant to this Agreement, M25 Group Services may share Customer Data with its affiliates for the purposes of performing its obligations under this Agreement. Customer agrees that Customer is solely responsible for: (i) obtaining any Customer Data and other information Customer provides while using M25 Group Services products and services, (ii) obtaining all rights and consents necessary to collect, retain, use and/or disclose the Customer Data, (iii) ensuring the Processing, collection, retention and other processing of Personal Data in connection with the use and delivery of the products and services does not violate the rights of Data Subjects or the Privacy Laws, and (iv) the accuracy, completeness, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. By providing any Customer Data or other information, Customer represents and warrants that such information does not violate any intellectual property rights, publicity rights, confidentiality or trade secret rights, or any other legal or equitable rights; violate any law, rule, order, judgment or regulation to which Customer or the Customer Data may be subject, or violate in any way Customer’s obligations in this Agreement. Customer acknowledges and agrees that M25 Group Services is not responsible or liable for any unlawful, harassing, defamatory, privacy-invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information contained in the Customer’s Customer Data, or content, or information or content contained in Customer Data that infringes or may infringe any copyright, patent, moral right, trade secret, confidential information, trademark right or any other right of a third party. Customer, at Customer’s sole expense, shall defend, indemnify and hold harmless Verint from any action based upon a claim resulting from any breach of Customer’s obligations in this Section and shall reimburse M25 Group Services for all damages, costs, and expenses (including reasonable accountancy’ fees) incurred by M25 Group Services pursuant to any such actions.
5.2 Limits on M25 Group. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. Furthermore, we will use Customer Data only to provide the Client Portal/”M25 Move Management Portal” and Consulting Services to you and only as permitted by applicable law, including the Data Protection Act 2018 and relevant GDPR regulations concerning customer data in addition to the terms of this Agreement.
5.3 Data Practices and Machine Learning.
5.3.1 Usage Data. We may collect information about you and your Users when you interact with the Client Portal/”M25 Move Management Portal” as the Agreement permits. We may aggregate and anonymise this information and share it with third parties provided that we do not include any Customer Data or identify Users.
5.4 Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Client Portal/”M25 Move Management Portal”s provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our security measures in Annex 2 of our DPA.
5.5 Regional Data Hosting. We will store your Customer Data in a specific location or geographical region (e.g. North America or Europe) as part of your subscription, subject to the terms of this Agreement and our Regional Data Hosting Policy.
5.7 Retention, Deletion and Retrieval of Customer Data. Please see the ‘M25 Group Obligations’ section of our DPA for the retention and deletion of Customer Data. In addition, you can learn more about your right to retrieve Customer Data from your M25 Group account in the ‘Retrieval of Customer Data’ sections as specified in our Services Specific Terms.