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Equipment"). Customer shall also be responsible for maintaining the security of the Access Equipment, Customer
<br />account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of
<br />Customer account or the Access Equipment with or without Customer's knowledge or consent.
<br />2.d Customer shall maintain information security measures to safeguard Customer's Access Equipment and Placer
<br />Data in Customer's possession, including appropriate physical, technical, and organizational measures to ensure the
<br />security of such data. Such measures shall include, but not be limited to, the highest degree of care that Customer
<br />utilizes to safeguard its own sensitive data, which shall be no less than industry standard security measures in any
<br />event.
<br />2.e Customer shall maintain accurate and complete records relating to its use of Placer Data during the Term and
<br />for a period of one (1) year thereafter. Placer or its designee(s) may, at any time upon not less than ten (10) business
<br />days' notice to Customer, examine such records of Customer (and its affiliates and contractors, if any are permitted
<br />to use Placer Data) related to Customer's and any such parties' use of Placer Data ("Audit"). Customer will
<br />cooperate fully, and cause its affiliates and contractors to cooperate fully, with any such Audit(s) and will provide
<br />all records, data, documentation, and other information reasonably requested by Placer. The Audit(s) will be
<br />conducted during normal business hours, and at Placer's expense; provided however if such Audit reveals misuse
<br />of Placer Data by Customer, then Customer will bear the cost of such Audit, without limiting any other rights or
<br />remedies that Placer may have with respect to any such misuse of Placer Data.
<br />3. PROPRIETARY RIGHTS
<br />3.a Placer shall own and retain all right, title and interest in and to (a) the Services and Placer Data, and all
<br />improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other
<br />technology developed in connection with supporting the foregoing, and (c) all intellectual
<br />property rights related to any of the foregoing. No licenses are granted by estoppel or by implication.
<br />3.b Customer may provide feedback to Placer in respect of the Services or Placer Data. Feedback may include,
<br />without limitation, updates to or corrections of Placer Data (e.g., a retail store may have moved or may have been
<br />closed). Placer may use any such feedback to improve the Services or for other purposes, without any obligation
<br />to Customer.
<br />3.c In the course of using the Services, Customer may upload data (e.g., Customer's customer data) to the
<br />Services. Such uploaded data is referred to herein as "Customer Data". Customer hereby grants Placer a
<br />nonexclusive, worldwide, royalty -free, perpetual, irrevocable, sublicensable and transferable right to use, modify,
<br />reproduce, distribute, prepare derivative works of, display and perform Customer Data (including all related
<br />intellectual property rights) in an aggregated and de -identified format ("Anonymized Customer Data") in
<br />connection with the Services. Customer also hereby grants each user of the Services a non-exclusive license to
<br />access Anonymized Customer Data through die Services, and to use, modify, reproduce, distribute, prepare
<br />derivative works of, display and perform such Anonymized Customer Data as permitted through the functionality
<br />of the Services. For clarity, the foregoing license grant to Placer and users of the Services does not affect
<br />Customer's ownership of Customer Data. Placer reserves the right to remove any Customer Data and/or
<br />Anonymized Customer Data from the Services at any time for any reason. Customer, not Placer, remains solely
<br />responsible for all Customer Data that Customer uploads, posts, emails, transmits, or otherwise disseminates using,
<br />or in connection with, the Services, and Customer represents and warrants that Customer possesses all rights
<br />necessary to provide such Customer Data to Placer and to grant the rights to use such Customer Data as provided
<br />herein.
<br />4. WARRANTY AND DISCLAIMER
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