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n--.-7 z a r5 Si Uf1.�r,i ensure that its use of the Customer Data complies with any non -disclosure obligations of Customer, and any applicable privacy policies or laws. 4.2Security. UrbanFootprint will use reasonable and customary technical measures to protect against accidental or unauthorized destruction, loss, alteration or disclosure of Customer Data, and reasonable and customary security programs and procedures to ensure that unauthorized persons will not have access to any equipment used by UrbanFootprint to process Customer Data. UrbanFootprint does not recommend storing personally identifiable information of third parties in the Platform, and accordingly, UrbanFootprint will not be responsible for any liability or loss arising from Customer storing such data in the Platform. 4.3Usage Data. In the course of providing Customer with the Platform, UrbanFootprint may also collect, use, process and store Usage Data in order to create and compile anonymized and aggregated statistics about the Platforms. UrbanFootprint will have the right to use such data in any manner, subject only to the confidentiality obligations of Section S. 4AData Sharing Discount. If Customer has selected the Data Sharing Discount or UrbanFootprint Civic in the applicable Quotation, UrbanFootprint will have the right to use, reproduce, modify and otherwise exploit, at no additional payment to Customer or its agents, the Customer Data, S.Proprietary Rights. 5.1 ownership of Platform and Modifications. UrbanFootprint retains all right, title and interest, including all intellectual property rights, in and to the Platform. In the event UrbanFootprint prepares any modification of the Platform at Customer's request, the parties may enter into a separate written professional services agreement. Unless the parties do so in advance in writing, UrbanFootprint will retain all right, title and interest in and to any such modifications. 5.2Suggestions. Customer or its Users may provide suggestions, enhancement or feature requests or other feedback to UrbanFootprint with respect to the Platform (collectively, "Feedback"), All Feedback will be given by Customer entirely voluntarily. Customer grants and agrees to grant to UrbanFootprint a royalty -free, transferable, irrevocable, worldwide, fully paid -up license under Customer's intellectual property rights to use, disclose, reproduce, license (with rights to sublicense through multiple tiers of sublicensees), sell, offer for sale, distribute, import and otherwise exploit the Feedback without restriction or obligation of any kind or nature. 6.Payment 6.1 Fees and Payment. Customer shall pay all fees specified in the relevant Quotation and such fees are payable in United States dollars (unless expressly agreed otherwise in a Quotation), are exclusive of taxes and are non-refundable. Fees are due in advance, unless otherwise set forth in the Quotation. 6.2Additional Capacity. Additional Capacity may be added during a Subscription Term at UrbanFootprint's then -current fees. All such additional Capacity must be purchased in advance. If Customer elects to increase its Capacity during a given month of the Subscription Term, unless otherwise set forth in the Quotation, UrbanFootprint shall prorate fees for such additional Capacity for any partial month of the Subscription Term.