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DocuSign Envelope ID: 6802D9A6-9C77-4A99-8A97-88AB3D6BE228
<br />Platform or Services; or (viii) access or use the Platform or Services to design, develop, build, market or
<br />support a competitive product or service.
<br />Access and Use Company will enable Client to access and use the Platform for the duration of the Term, subject
<br />to any early termination of this Agreement in accordance with the terms hereof. Access to the Platform will be
<br />through unique log -in credentials assigned to Client by Company (each, a "UserlD"). Client shall be given that
<br />number of UserlDs as specified in the Agreement. Client will provide accurate and complete information in
<br />registering its authorized users for account access. Client acknowledges and agrees that the log -in credentials
<br />assigned hereunder are Confidential Information and may only be used by Client and its authorized users to access
<br />the Platform in accordance with theterms of this Agreement, and that Client will not publish, share, or otherwise
<br />enable any third party, directly or indirectly, to access the Platform for any purpose. Client further agrees that
<br />Client is responsible for its and its authorized users' use of the Platform, including use via the User IDs, and for
<br />any consequences thereof. Client agrees to immediately notify Company of any unauthorized or improper use of
<br />any log -in credentials of Client. All of the rights, obligations, restrictions, representations and warranties related to
<br />Client's access and use of the Platform under this Agreement shall apply to Client and all of Client's employees,
<br />contractors, consultants, representatives and agents (collectively, "Representatives"). Client shall be responsible
<br />for all acts and omissions of its Representatives in the performance of this Agreement and for any breach of this
<br />Agreement by any of its Representatives.
<br />6. Intellectual Property. As between Company and Client, Company and/or its respective licensors retain all right,
<br />title and interest (including Intellectual Property Rights) in and to the Platform and Services, including, but not
<br />limited to any elements, components, content, technology, software, code, documentation, derivative works,
<br />revisions, enhancements, modifications, condensations and/or compilations of or relating to the Platform and
<br />Services, and any trademarks, brand identifiers, materials and information, which are created, authored, developed,
<br />conceived and/or reduced to practice by Company and/or its respective licensors, including in connection with
<br />Company's provision of the Platform and Services to Client under this Agreement ("Company Property"). As
<br />between Client and Company, Client retains all right, title and interest (including Intellectual Property Rights) in
<br />and to the Client Content, and any software, technology, materials and information which are independently
<br />created, authored, developed, conceived or reduced to practice by Client.
<br />7. Client Content
<br />a. Content Ownership. Client represents and warrants that (i) Client and/or its licensors own all right, title
<br />and interest in and to all Client Content uploaded to or transmitted through the Platform or Services, or
<br />otherwise have all rights in such Client Content as necessary to furnish to Company and use the same in
<br />connection with Client's use of the Platform and Services and to grant the rights granted by Client in this
<br />Agreement, and (ii) such Client Content, and Client's and Company's use thereof as provided in this
<br />Agreement, do not and will not misappropriate or infringe upon any third party's Intellectual Property
<br />Rights, or violate any other rights of any third party.
<br />b. License to Content. In addition to any other rights expressly provided in the Agreement, Client hereby
<br />grants to Company and its third party service providers a non-exclusive, royalty -free, worldwide license
<br />to use and display all Client Content that Client provides to Company or that are otherwise uploaded to or
<br />captured by the Platform through Client's use of the Platform and Services, solely as required for
<br />Company to provide the Services and perform its obligations under this Agreement.
<br />c. Data Security and Destruction. Company shall keep all Client Content strictly confidential. Company
<br />shall maintain and use appropriate administrative, physical, and technical safeguards and measures for
<br />protection of the security, confidentiality and integrity of all Client Content uploaded to or transmitted
<br />through the Platform or Services, including protections against unauthorized disclosure or access, or
<br />accidental or unlawful destruction, loss or alteration. Client Content shall be used and stored by Company
<br />solely to the extent required to provide the Services and perform its obligations under this Agreement,
<br />and Company shall not use or store the Client Content for any other purpose whatsoever. Company shall
<br />ensure that all personnel and third party service providers having access to the Client Content are subject
<br />to confidentiality obligations with respect thereto. Company shall notify Client within a reasonable time
<br />in the event that Company determines that a security breach has resulted in an unauthorized disclosure of
<br />or access to Client Content. Upon termination of this Agreement or upon the written request of Client at
<br />any time, Company shall ensure the secure deletion and destruction of all Client Content.
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