These Lasso Data Terms and Conditions (these “Terms and Conditions”) set forth additional terms andconditions applicable to your use of any data or other information provided by Lasso Marketing, Inc.(“Lasso”) or its affiliates, agents or contractors to you or otherwise obtained by you in connection with anagreement by and between you and Lasso (each, an “Agreement”), including any derivative data orinformation thereof (collectively, the “Lasso Data”). By accessing or otherwise using the Lasso Data, youacknowledge and agree to the following:
1. PROPRIETARY RIGHTS AND THIRD-PARTY MATERIALS
1.1 As between you and Lasso, Lasso exclusively owns and retains all right, title and interest in and tothe Lasso Data. To the extent you obtain any intellectual property or other proprietary right in or to theLasso Data, you hereby irrevocably and unconditionally assign and transfer to Lasso all right, title andinterest in and to all such rights in the Lasso Data, including any modifications, improvements, derivativesor derivative works of the Lasso Data, and all intellectual property rights in any of the foregoing, withoutfurther consideration. You shall not, and shall not assist any third party to, challenge the validity of Lasso’sownership in the Lasso Data, including any modifications, improvements, derivatives or derivative worksof the foregoing, and all intellectual property rights in any of the foregoing, in any jurisdiction. You shallexecute any document and provide any cooperation or assistance Lasso deems desirable or necessary toperfect, secure, apply for, maintain or enforce Lasso’s rights the Lasso Data in any jurisdiction.
1.2 Lasso Data may contain data or other information that is licensed by Lasso from third-partylicensors (such third-party data and information, “Third-Party Materials”, such third-party licensors, the“Third-Party Licensors” and such third-party licenses, the “Third-Party Licenses”). Unless separateterms regarding your use of Third-Party Materials are otherwise specifically set forth in an Agreement, youagree to comply with all Third-Party Licenses applicable to any Third-Party Materials contained orotherwise embedded in the Lasso Data. As between you and the Third-Party Licensors, the Third-PartyLicensors exclusively own and retain all right, title and interest in and to the Third-Party Materials.
1.3 Except as expressly set forth in an Agreement, nothing shall be construed as Lasso transferring orgranting any right, express or implied of any kind, by license or otherwise, to you to the Lasso Data.
2. SUSPENSION
In addition to any of Lasso’s suspension rights set forth in an Agreement, Lassomay suspend your access, wholly or partially, to the Lasso Data: (a) if Lasso reasonably believes you arein breach of an Agreement or any laws, rules, regulations, regulatory guidance or self-regulatory guidelinesapplicable to you or the Lasso Data, including the California Consumer Privacy Act (Cal. Civ. Code §§1798.140) (the “CCPA”), the CAN-SPAM Act (15 U.S.C. §§ 7701) and any other applicable data privacyand security laws (collectively, “Applicable Laws”), (b) if you fail to comply with any Third-PartyLicenses or if required for Lasso to comply with any Third-Party License, (c) the Lasso Data or your useof the Lasso Data infringes or misappropriates, actually or allegedly, any other third-party intellectualproperty or other proprietary right or (d) for maintenance, deployment, upgrades and testing of the LassoData.
3. PROHIBITED USES
You will not: (a) use or otherwise process Lasso Data, except as expressly permitted in an Agreement, (b) allow any third party to access or use the Lasso Data; (c) decompile, disassemble, translate, reverse engineer, or otherwise attempt to derive any source data or information in the Lasso Data, in whole or in part, nor will you use any mechanical, electronic, or other method to trace, decompile, disassemble the Lasso Data or encourage or permit third parties to do so; (d) access or use Lasso Data to (i) develop or improve a competitive product or service, (ii) in a manner harmful to Lasso, or (iii) copy any features, functions, content, format, graphics, modules, algorithms, arrangement, method of organization, method of interaction, or other design of Lasso Data for yourself, your affiliates, or a third party, except as expressly permitted in an Agreement; (e) sell, resell, rent, or lease Lasso Data to any other party; (f) use the Lasso Data in connection with infringing, libelous, obscene or other unlawful or tortious material, or in violation of Applicable Laws; (g) store, transmit or direct any third party to any virus, malware, or other malicious or harmful code or files through any use of the Lasso Data or Lasso’s related systems or networks; (h) interfere with or disrupt the integrity or performance of the Lasso Data; or (i) attempt to gain unauthorized access to the Lasso Data or Lasso’s related systems or networks.
4. DATA SECURITY
You shall at all times maintain and apply reasonable and appropriate organizational, physical, technical and administrative safeguards relating to any Lasso Data which may be in your control or to which you may have access, against the unauthorized disclosure, access, acquisition, processing, misuse or misappropriation thereof, which safeguards shall be at least as protective as the safeguards required by Applicable Law. You shall promptly (a) notify Lasso in writing of the details and circumstances of any unauthorized disclosure, access, acquisition, processing, misuse or misappropriation of any Lasso Data (each, an “Unauthorized Use”), which may come to your attention, such notice will include information describing (i) the nature and type of Unauthorized Use, (ii) the amount and type of Lasso Data involved in such Unauthorized Use, (iii) the number of data subjects impacted and (iv) any corrective action taken or to be taken by you; (b) use best efforts to rectify or cure such Unauthorized Use and retrieve any such disclosed Lasso Data; (c) use best efforts to provide assistance to and cooperate with Lasso to rectify or cure such Unauthorized Use and to prevent further misuse or disclosure of such Lasso Data; and (d) perform, at its own expense, all actions requested by Lasso that Lasso deems appropriate to remedy or mitigate such Unauthorized Use.
5. RETURN OF DATA
Upon the request of Lasso at or after the termination or expiration of an Agreement, you shall, and shall cause any third party to, at your and their own expense: (a) promptly return to Lasso or destroy (at Lasso’s discretion) all Lasso’s Data in your or their possession or control; (b) provide Lasso with written certification of any such destruction; and (c) cease all further use of Lasso Data, whether in tangible or intangible form.
6. DISCLAIMERS
6.1 EXCEPT AS EXPRESSLY PROVIDED IN AN AGREEMENT, LASSO MAKES NO OTHER WARRANTIES AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LASSO DATA, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY THAT THE LASSO DATA IS ERROR-FREE, COMPLETE, CURRENT, SECURE, FREE FROM DISCREPANCIES OR DEFECTS, THAT THE TRANSMISSION OF LASSO DATA WILL BE UNINTERRUPTED OR WITHOUT DELAY OR THAT THE LASSO DATA WILL BE SUFFICIENT FOR YOUR PURPOSES. LASSO DATA AND THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY LICENSOR.
6.2 LASSO DISCLAIMS ALL LIABILITY TO YOU THAT MAY RESULT FROM YOUR USE OF THE LASSO DATA AND ANY THIRD-PARTY MATERIALS, INCLUDING FROM ANY FAILURE, MALFUNCTION OR DEFECT IN THE LASSO DATA, INCLUDING THE TELECOMMUNICATION, NETWORKING, HARDWARE, SYSTEM AND OTHER INFRASTRUCTURE AND SERVICES PROVIDED BY THIRD PARTIES SUPPORTING YOUR USE OF THE LASSO DATA, AS WELL AS ANY MISUSE OF THE LASSO DATA BY YOUR EMPLOYEES, CONTRACTORS OR OTHER RELATED THIRD PARTIES. ANY STATEMENTS OF FACT, DESCRIPTIONS, PROJECTIONS, ESTIMATES OR OTHER STATEMENTS EXPRESSED IN THESE TERMS AND CONDITIONS, AN AGREEMENT, OR OTHERWISE BY LASSO IN CONNECTION WITH THE LASSO DATA SHALL NOT BE DEEMED TO CONSTITUTE A WARRANTY OF THE LASSO DATA OR ANY PART THEREOF.
6.3 Any “Personal Information” as defined by the CCPA which is provided by Lasso to you, or by you to Lasso, in connection with your use of the Lasso Data is not communicated for the purposes of, or in exchange of, any consideration whatsoever.
7. INDEMNIFICATION
7.1 In addition to any indemnities set forth in an Agreement, if Lasso or any of its service providers, officers, directors, employees, contractors, affiliates, suppliers or agents (the “Indemnitees”) are faced with a legal claim by a third party arising out of or related to your actual or alleged: (a) direct or indirect use of the Lasso Data; (b) violation of Applicable Laws or (c) willful misconduct, gross negligence, breach of an Agreement, then you will pay the cost of defending the claim (including reasonable legal fees) and any damages award, fine or other penalty that is imposed on the Indemnitees as a result of the claim.
7.2 Lasso will choose legal counsel to defend the claim, provided that the choice is reasonable and is communicated to you. You must comply with Lasso’s reasonable requests for assistance and cooperation in the defense of the claim. Lasso may not settle the claim without your consent, which may not be unreasonably withheld, delayed, or conditioned. You must pay costs and expenses due under this section as Lasso incurs them.
8. AUDIT
You will maintain separate books, records, documents, reports and data (collectively, “Books and Records”) in connection with your use of the Lasso Data. Lasso may audit or review, at its own expense, the Books and Records; provided, that you will be responsible for all of the related, reasonable costs and expenses (including costs of any external auditors or other third-party providers) incurred by Lasso if any such audit or review results in a determination that you materially breached your obligations regarding Lasso Data under these Terms and Conditions or an Agreement.
9. EXPORT LAWS
The Lasso Data disclosed under an Agreement is subject to U.S. and non-U.S. export laws and regulations and any use or transfer thereof must be made in compliance with such laws and regulations. You shall not transfer, directly nor indirectly, any product, technical data or software furnished under an Agreement to any country without first obtaining all required licenses or other governmental approvals and otherwise complying with all applicable export control laws and regulations.
10. INJUNCTIVE RIGHTS
You agree that Lasso will have no adequate remedy at law if there is a breach or threatened breach of any of the restrictions or limitations on your access, use or other processing of Lasso Data or breach or threatened breach of your security obligations set forth in these Terms and Conditions or an Agreement and, accordingly, that Lasso (in addition to any legal or other remedies available to Lasso) may seek injunctive or other equitable relief to prevent or remedy such breach without requirement of a bond or notice and you agree not to object or defend against such action on the basis that monetary damages would provide an adequate remedy.
