8. OWNERSHIP, RIGHTS & CONFIDENTIAL INFORMATION

Customer Ownership and License: As between Customer and the Company , and subject to the rights of the Company set forth below, the Customer owns all right, title and interest in and to all of the Customer Data and all Customer provided marketing plans, designs, images, templates, sketches, artwork, logos, trade names, trademarks, and website or email text copy and type (“Customer Content”). The Customer has sole responsibility for the accuracy, quality and right to use of all Customer Data and Customer Content. The Customer grants to the Company and its suppliers a non-exclusive, fully paid-up license to use, reproduce, store, modify and publicly display Customer Data and Customer Content, to the extent necessary for the Company and its suppliers to perform their obligations under this Agreement.

Results: The Customer acknowledges and agrees that the Company may (a) anonymize and aggregate benchmarking results of Customer use of the Company Technology with results of other customers’ use (collectively “Results”); and (b) use and disclose the Results for any purpose provided that the Results do not individually identify the Customer or the Customer Data.

The Company Ownership: As between the Customer and the Company , the Company and/or its licensors are the sole owners of all right, title and interest in and to the Company Technology. If Customer provides any feedback, comments, suggestions, ideas, requests or recommendations for modifications or improvements to the Company Technology (“Feedback”), the Customer hereby assigns and agrees to assign all right, title and interest in any such Feedback to The Company to be used for any purpose. All rights not expressly granted to the Customer hereunder are reserved by The Company and its licensors.

Confidential Information: “Confidential Information” means any information disclosed by one party (“Discloser”) to the other party (“Recipient”), either directly or indirectly, in writing, orally or by inspection, which is designated as “Confidential,” “Proprietary” or some similar written designation or otherwise reasonably identifiable as confidential information. Information communicated orally will be considered Confidential Information if the information is identified as being Confidential Information at the time of disclosure. Notwithstanding the foregoing, the following is deemed the Company’s Confidential Information with or without marking or written confirmation: (a) the Company Technology, product and service information, pricing information, and other related materials furnished by The Company ; (b) the oral and visual information relating to the Company Technology; (c) tools, materials, documentation, whitepapers, guides, data sheets, training materials, methodology, source code, meta data and (d) the terms and conditions of this Agreement. This Agreement imposes no obligation upon a Recipient with respect to Confidential Information that: (a) is or becomes publicly available through no breach of this Agreement by Recipient; (b) is already in the possession of Recipient at the time of disclosure as shown by Recipient’s files and records immediately before the time of disclosure; (c) is obtained by Recipient from a third party without obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as demonstrated by Recipient’s documents. Recipient will only use Discloser’s Confidential Information to exercise its rights or perform its obligations under this Agreement and will protect Discloser’s Confidential Information by using the same degree of care that Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure, or dissemination, but not less than a reasonable degree of care. Recipient will restrict access to Discloser’s Confidential Information to Recipient’s employees and Consultants who require such access in the course of their assigned duties and responsibilities and who have been informed of Recipient’s obligations of confidence and have agreed in writing to preserve confidentiality of such information under terms and conditions no less restrictive than those set forth herein, provided that Customer must not permit a competitor of The Company to access The Company’s Confidential Information without The Company’s prior express written approval. If Discloser’s Confidential Information is required to be disclosed under any law or judicial order, Recipient will (to the extent permitted by law) give Discloser prompt notice thereof and use its commercially reasonable efforts to seek or cooperate with Discloser in seeking a protective order at Discloser’s request and expense. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause the other party irreparable harm and that such party will be entitled to seek injunctive relief in the event the other party does not fulfill its obligations under this Section.