3.1. Cooperation and Assistance. Customer shall at all times: (a) provide Tumodo with good faith cooperation and access to such information and personnel assistance as may be reasonably required by Tumodo in order to provide the Services from time to time; and (b) carry out in a timely manner all other Customer responsibilities set forth in the Agreement.
3.2. Material Changes. Customer must notify Tumodo promptly, but in any event within ten (10) business days, if there are any material changes in the information that Customer provided to Tumodo, including but not limited to: jurisdiction of registration, ownership structure, tax identification, financial condition, or administrative point of contact. Customer must also notify Tumodo immediately, but in any event within two (2) business days, if Customer becomes insolvent, makes an assignment for the benefit of creditors, ceases to do business, or if any bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or other proceeding under any bankruptcy or other law for the relief of debtors is instituted by or against Customer.
3.3. Marketing Support. Customer grants to Tumodo a non-exclusive, non-transferable (except as permitted under Section 15.7), revocable, limited right to use the Customer name, trademarks, and logos (collectively, the “Customer Marks”) in accordance with any Customer trademark and logo use guidelines that Customer provides to Tumodo. Any public use by Tumodo of the Customer Marks shall be subject to Customer’s prior consent, except that Tumodo may use the Customer Marks to identify Customer as a customer of Tumodo, including on the Tumodo corporate website. All goodwill developed from such use shall be solely for the benefit of Customer.
3.4. Enforcement. Customer shall ensure that all Users comply with the Agreement, including, without limitation, with Customer’s obligations set forth in Sections 4.4, 4.5, and 4.6. Customer shall be responsible for noncompliance by Users and shall promptly notify Tumodo of any suspected or alleged violation of the Agreement by a User or unauthorized third party and shall cooperate with Tumodo with respect to Tumodo’ resulting investigation and any actions to enforce the Agreement. Tumodo may suspend or terminate any User’s access to the Services upon notice to Customer if Tumodo reasonably determines that such User has violated the Agreement or has otherwise violated applicable law.
3.5. Telecommunications and Internet Services. Customer acknowledges and agrees that Customer’s use of the Services requires access to telecommunications and Internet services. Customer shall be solely responsible for acquiring and maintaining (at its expense) all telecommunications and Internet services and other hardware and software required to access and use the Services. Tumodo shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
3.6. License to Customer Data. Customer Data includes data derived from Customer Data but does not include non-identifiable data or metadata associated solely with the behaviors or actions of Users with the Services. Customer shall retain all right, title, and interest in and to Customer’s Intellectual Property Rights in Customer Data. By importing or processing Customer Data, Customer grants to Tumodo the right and license to reproduce, distribute, modify, and adapt Customer’s Data solely for the purpose of providing the Services to Customer, including the right to disclose Customer Data to Tumodo’ subprocessors as necessary to provide the Services to Customer as well as to Travel Providers when necessary to facilitate the purchase or provision of Travel Services by a User. Tumodo may use, display, store, disclose or transfer Customer Data as may be required by law or legal process and Tumodo shall provide reasonable notice to Customer of any such disclosure. Tumodo shall be liable for the acts and omissions of its subprocessors to the same extent Tumodo would be liable if performing the services of each subprocessors.
3.7. Representations and Warranties with Respect to Customer Data. With respect to any Customer Data that Customer imports, stores, or processes through the Services and provided that Tumodo uses such Customer Data in compliance with the terms of the Agreement, Customer represents and warrants that:
3.7.1. It is the creator and owner of, or has the necessary licenses, rights, consents, and permissions to use and to authorize Tumodo (and, where applicable, Users) to use and distribute Customer Data as necessary to exercise the licenses granted by Customer in the Agreement.
3.7.2. Customer’s privacy policies and practices allow Customer to provide Customer Data regarding Users to Tumodo, and do not prohibit or conflict with Tumodo’ ability to use, store, and disclose such Customer Data for the purpose of providing the Services to Customer.