Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
Proprietary Information of YOTL includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of User includes non-public data provided by User to YOTL to enable the provision of Services (“User Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
User shall own all right, title and interest in and to the User Data. YOTL shall own and retain all right, title and interest in and to (a) Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, YOTL shall have the right collect and analyze data and other information, use and performance of various aspects of Services and related systems and technologies including, without limitation, information concerning User Data and data derived therefrom, and YOTL will be free during and after the term hereof to (i) use such information and data to improve and enhance Services and for other development, diagnostic and corrective purposes in connection with Services and other YOTL offerings, and (ii) disclose such data solely in aggregate or other deidentified form in connection with its business.
No rights or licenses are granted except as expressly set forth herein.