9.1            Both Parties agree that all data processed through the Services by the Customer and all Customer Content (together, “Business Data”) are the property of the Customer, and that the Customer shall be solely responsible for any and all liabilities in connection with any Business Data.

9.2            The Customer represents and warrants that:

(a)             all Business Data is legally collected, obtained, used or authorized in accordance with applicable Laws, and do not infringe on the legitimate rights and interests of any other person in any way, including but not limited to complying with applicable Laws on the protection of personal information (if any) and cross-border data transfer;

(b)             it has the right to use the Services to process all Business Data and that all the processing activities comply with the requirements of applicable Laws; and

(c)             if any Business Data contains personal information, the Customer shall ensure that it has obtained the consent of the personal information subject and has the right to process his/her personal information through the Services.

9.3            Without limiting any other rights and remedies available under this Agreement, if Scitix reasonably determines that any Business Data processed through the Services violates the rights of any other person, Scitix shall promptly notify the Customer of its determination, and may take such action as it may deem necessary with respect to such Business Data, including:

(a)             requesting the Customer to immediately remove all such Business Data;

(b)             deleting all such Business Data (in whole or in part); and

(c)             immediately suspending the provision of Services to the Customer.

For the avoidance of doubt, any delay in notification by Scitix shall not preclude Scitix from taking actions with respect to the relevant Business Data pursuant to this clause 9.3, and Scitix shall not be liable for any loss or damages whatsoever arising out of or in connection with any actions taken pursuant to this clause 9.3. There will be no refund of any Service Fees for the period during which the Services is suspended.

9.4            Scitix shall not permit access to or use of any Business Data without prior written approval of the Customer, except in the following circumstances:

(a)             to the extent it is required to disclose by applicable Laws, regulations, or any competent governmental or regulatory authority with jurisdiction over Scitix; or

(b)             to the necessary to perform its obligations under this Agreement or for the provision of the Services.

9.5            Data Security:

(a)             The Customer is solely responsible for backing up of all its Business Data. Scitix will only back up data in accordance with applicable Laws under specific service types (such as remote disaster recovery, etc.), and, save to the extent required by applicable Laws or as set out in separate agreement between the Parties, shall not be responsible for any loss of Business Data due to the use of Services.

(b)             The Customer is solely responsible for the safety of its account and passwords for accessing and managing the Services, and Scitix shall not be liable for any losses or damages of any nature caused by the loss or leakage of the account or passwords information by the Customer or its end users.

9.6            For the purposes of this clause 9, “process” shall mean all actions or operations taken on data, including without limitation data processing, storage, upload, download, distribution, collection, transmission, disclosure, removal or deletion, in each case through any means whatsoever.

9.7            This clause 9 shall survive the termination or expiry of this Agreement, or the consummation of the transaction(s) contemplated under this Agreement.