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improve and enhance the Services, for other development, diagnostic and corrective purposes in connection with the
<br />Services and other BENDABLE LABS, INC. offerings, and for any other lawful purpose, and (ii) disclose such
<br />Participant data in aggregate or other de -identified form in connection with its business and any other lawful purpose.
<br />4.4 Feedback. If Participant, Authorized Users or End Users provide BENDABLE LABS, INC. or its Affiliates with any
<br />suggestions, enhancement requests, recommendations, input or other feedback relating to any of the Services or, in
<br />general, Bendable ("Feedback"), Participant, on behalf of itself, Authorized Users and/or End Users, as applicable,
<br />shall and hereby does grant to BENDABLE LABS, INC. and its Affiliates a worldwide, royalty -free, fully paid,
<br />transferable, sublicenseable, irrevocable, perpetual, unrestricted license to adapt, modify, create derivative works of,
<br />copy, offer to sell, sell, perform, display, distribute, import, and otherwise use the Feedback for any purpose, including
<br />commercial uses, and/or incorporate Feedback into Bendable, the Services, and/or any other product or service.
<br />4.5 Potential Infrineement. If BENDABLE LABS, INC. reasonably believes any of the Services infringe a third party's
<br />Intellectual Property Rights, then BENDABLE LABS, INC. may, as determined by BENDABLE LABS, INC., take
<br />one or more of the following actions: (a) obtain the right for Participant, at BENDABLE LABS, INC.'s expense, to
<br />continue using the impacted Services; (b) provide a non -infringing functionally equivalent replacement; (c) attempt
<br />to modify the impacted Services so that they no longer infringe; and/or (d) if none of the foregoing are commercially
<br />reasonable, terminate provision of the impacted Services.
<br />5. Confidentiality
<br />5.1 Definition of Confidential Information. "Confidential Information" means all information disclosed by a party
<br />("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as
<br />confidential or that reasonably should be understood to be confidential given the nature of the information and the
<br />circumstances of disclosure. Without limitation, Confidential Information of BENDABLE LABS, INC. includes
<br />marketing plans, technology and technical information, product plans and designs, and business processes disclosed
<br />by BENDABLE LABS, INC. Confidential Information does not include any information that (i) is or becomes
<br />generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the
<br />Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing
<br />Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was
<br />independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential
<br />Information.
<br />5.2 Protection of Confidential Information. The Receiving Party will: (i) protect the Disclosing Party's Confidential
<br />Information with the same standard of care it uses to protect its own Confidential Information, but at a minimum,
<br />reasonable care; and (ii) limit access to Confidential Information of the Disclosing Party to its and its Affiliates'
<br />employees and contractors who need access for purposes consistent with this Agreement and who have agreed in
<br />writing to keep it confidential.
<br />5.3 Required Disclosure. The Receiving Party may disclose the Disclosing Party's Confidential Information when and to
<br />the extent required by law, regulation or court order, but only after it, if legally permissible: (i) uses commercially
<br />reasonable efforts to notify the Disclosing Party; and (ii) gives the Disclosing Party an opportunity to challenge the
<br />disclosure.
<br />5.4 Equitable Relief. The parties agree that any unauthorized disclosure of Confidential Information may cause immediate
<br />and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled,
<br />in addition to any other available remedies, to seek immediate injunctive and other equitable relief without the
<br />necessity of showing actual monetary damages.
<br />6. Warranties; Disclaimers
<br />6.1 Warranties. Each party represents and warrants that it has validly entered into this Agreement and has the legal
<br />authority to do so. BENDABLE LABS, INC. represents and warrants that BENDABLE LABS, INC. will comply
<br />with all laws, rules and regulations applicable to its provision of Services to Participant. Participant represents and
<br />warrants that: (a) Participant will comply with all laws, rules and regulations applicable to (i) Participant's use of
<br />Services, (ii) Participant's provision of Services to End Users, and (iii) Participant's deployment of, and participation
<br />in, Bendable; and (b) Participant's use of the Services will not infringe, or constitute an infringement or
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