obligations are properly qualified and experienced to perform the same.
6.3 Use of Name and Marks.
In no event may either party or its affiliates use the other party’s names, trademarks, service marks, trade names, logos, designations, copyrights or other proprietary rights without the prior written consent of the other party.
7. Proprietary Rights.
This Agreement shall not transfer to Affiliate Partner any title or any proprietary or intellectual property rights to the System or the software utilized by Gateway Provider in connection with the System (the “Software”), documentation, or any copyrights, patents, or trademarks, embodied or used in connection therewith.
8. License Restrictions.
Affiliate Partner agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: (i) copy the System or the Software; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the System or the Software; (iii) write or develop any derivative software or any other software program based upon the System or the Software; or (iv) use the System or Software to compete with Gateway Provider in any manner.
9. Affiliate Partner Obligations.
9.1 Compliance with Legal and Regulatory Authority.
Affiliate Partner shall comply at all times with, and
require Merchants and/or Other Affiliate Partners to
comply with all applicable and then-current legal
obligations and security measures including without
limitation those issued by the United States
Government, Federal, State and Municipal laws and
ordinances, the Federal Trade Commission, and any
other governing body. Affiliate Partner shall comply
with, and require Merchants and/or Other Affiliate
Partners to comply with, all Gateway Provider
security protocols, notices and safeguards in effect
during the term of this Agreement. Affiliate Partner
warrants that it has taken such precautions as are
necessary to ensure that its data and its Customer
Data is protected and that its electronic systems are
secure from breach, intrusion or compromise by any
unauthorized third parties. In the event that Affiliate
Partner’s system is breached and an unauthorized
third party has access to or has accessed data or
transaction data, Affiliate Partner shall notify the
designated parties as required under any applicable
laws or industry guidelines and shall immediately
notify Gateway Provider of such breach and take such prompt action and precautions as necessary to prevent any continuous or additional breach.
9.2 Data Security.
Affiliate Partner is solely responsible for the security
of data residing on servers owned or operated by
Affiliate Partner, or any third party designated by
Affiliate Partner e.g., a web hosting company,
processor, or other service provider, including
account numbers and any other data. Affiliate Partner
shall comply with all applicable laws and regulations
governing the collection, retention and use by
Affiliate Partner of account numbers, data and other
financial information and agrees to provide notice to
Affiliate Partner’s Customers on its web site that
discloses how and why personal and financial
information is collected and used, including uses
governed by this Agreement. Although Gateway
Provider utilizes commercially reasonable efforts to
safeguard data transmitted while using the Gateway
Provider Services, Gateway Provider does not
warrant that data will be transported without
unauthorized interception or modification or that
Affiliate Partner’s account or Other Affiliate Partners
Data or Merchant Data will not be accessed or
compromised by unauthorized third parties. Affiliate
Partner acknowledges that Gateway Provider shall
not be liable for any improperly processed or
unauthorized transactions or illegal or fraudulent
access to Affiliate Partner’s account or Other
Affiliate Partner or Merchant account data or
transaction data. Gateway Provider’s liability for
unauthorized Transactions or improperly processed
transactions solely attributable to the Gateway
Provider is limited pursuant to Section 14.2.
9.3 Data Retention.
Affiliate Partner shall use proper controls for and
limit access to all data or transaction data. Prior to
discard Affiliate Partner shall render all data or
transaction data unreadable and abide by any laws or
regulations imposed on Affiliate Partner for data or
transaction data destruction and/or disposal. Affiliate
Partner and its Customers are solely responsible for
compiling and retaining permanent records of all data
and transaction data for its reference. Except as
otherwise provided herein, Gateway Provider shall
have no obligation to store, retain, report or otherwise
provide any copies of or access to any records of
transactions or other data collected or processed by
Gateway Provider. Affiliate Partner acknowledges
that upon termination of this Agreement, Gateway
Provider shall have no obligation to provide any data
or transaction data.