1.              Data Use:

(a)            Customer Data.

(i)             License.  Customer hereby grants to Supplier a perpetual, irrevocable, non-exclusive, royalty-free license to access, use, copy, and display all data input by or on behalf of Customer into Supplier’s Conasys platform (including, without limitation, all data relating to homes (including models, manufacturers, suppliers, trades, colors, options, and upgrades), homeowners (including homeowner contact information), and communities) (“Customer Data”), for purposes of performing Supplier’s obligations under this Agreement and for purposes of providing the Conasys platform to (i) each of Customer’s original homeowner end users of the Conasys platform and (ii) all subsequent homeowner end users of the Conasys platform who are successors in ownership of the homes originally purchased by such original homeowner end users, subject to the terms of use (or other agreement) and privacy policy, published at http://www.conasysinc.com/privacy-policy/ , applicable to end users of the Conasys platform.

(ii)           Representation and Warranty.  Customer represents and warrants to Supplier that Customer has all necessary rights to grant the foregoing license to Supplier and that Customer has complied with all applicable laws in the collection of Customer Data and disclosure of Customer Data to Supplier for the purposes contemplated by this Agreement and the terms of use (or other agreement) and privacy policy applicable to end users of the Conasys platform, including all privacy laws applicable to the collection, disclosure, and use of personally identifiable information of homeowners included in such Customer Data.

(iii)          Indemnification.  Customer shall indemnify, defend, and hold harmless Supplier and its affiliates, and its and their officers, directors, employees, representatives, agents, contractors, successors, and assigns, from and against any and all claims, actions, judgments, losses, liabilities, damages, penalties, fines, costs, and expenses (including, without limitation, attorneys’ and other professionals’ fees and court costs) made, incurred, assessed, or awarded against them arising out of or in connection with Supplier’s exercise of the foregoing license relating to Customer Data or Customer’s breach of the foregoing representation and warranty relating to Customer Data.

(b)           Anonymized Data.  Customer hereby grants to Supplier a perpetual, irrevocable, non-exclusive, royalty-free license to (i) process Customer Data to create derivative data that does not include any personally identifiable information of any individual (“Anonymized Data”); (ii) access, use, copy, display, distribute, transmit, publish, and create derivative works of such Anonymized Data for Supplier’s internal and commercial purposes; and (iii) sublicense to its employees, agents, contractors, partners, customers, and end users the rights to access, use, and display such Anonymized Data, and such derivative works of such Anonymized Data, for Supplier’s internal and commercial purposes.

(c)            Aggregated Usage Data.  Customer hereby grants Supplier the right to collect and use aggregated usage data with respect to Customer’s use of Supplier’s Conasys platform.  Such usage data are and shall be aggregated and not identifiable of Customer or any individual, including any specific homeowner end user of the Conasys platform.

 

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Conasys inc. is a Constellation HomeBuilder Systems company.