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Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 1 1 indb se
<br /> I--,-.-",- By versWerm
<br /> Mindbase Data, Third-Party Data, and Documentation, are considered Mindbase
<br /> Materials. Except when Mindbase has expressly transferred title or other interest to
<br /> Customer by way of an Addendum, the Mindbase Materials are the property of
<br /> Mindbase or its licensors,and Mindbase or its licensors retain all right,title and interest
<br /> in and to the Mindbase Materials (including, all rights in patents, copyrights,
<br /> trademarks, trade names, trade secrets, know-how, other intellectual property and
<br /> proprietary rights, and all associated goodwill and moral rights). For clarity, this
<br /> Agreement does not grant to Customer any shared development rights in or to any
<br /> Mindbase Materials or other intellectual property, and Customer agrees to execute any
<br /> documents and take any other actions reasonably requested by Mindbase to effectuate
<br /> the foregoing. Mindbase and its licensors reserve all rights not expressly granted to
<br /> Customer, and no rights, other than those expressly granted herein, are granted to
<br /> Customer by implication, estoppel or otherwise. Customer will not modify,
<br /> disassemble, reverse engineer, derive source code or create derivative works from,
<br /> merge with other software, distribute, sublicense, sell, or export the Software and
<br /> Services or other Mindbase Materials, or permit any third party to do so.
<br /> 10.3. Subscription Software License. Subject to Customer's and its Authorized Users'
<br /> compliance with the Agreement (including payment terms), Mindbase hereby grants
<br /> Customer and its Authorized Users a limited,non-transferable,non-sublicensable, and
<br /> non-exclusive license to use the Subscription Software, and the associated
<br /> Documentation,solely for Customer's internal business purposes.The foregoing license
<br /> grant will be limited to one site license and will continue for the applicable Subscription
<br /> Term. Customer may access and use the Subscription Software only in Customer's
<br /> owned or controlled facilities, including any authorized mobile sites; provided,
<br /> however,that Authorized Users using authorized mobile or handheld devices may also
<br /> log into and access the Subscription Software remotely from any location. No custom
<br /> development work will be performed under this Agreement.
<br /> 10.4. Customer Restrictions. Customers and Authorized Users will agree to comply
<br /> with the applicable Documentation and the copyright laws of the United States and all
<br /> other relevant jurisdictions (including the copyright laws where Customer uses the
<br /> Subscription Software) in connection with their use of the Subscription Software.
<br /> Customer will not, and will not allow others,including the Authorized Users,to make
<br /> the Subscription Software available for use by unauthorized third parties,including via
<br /> a commercial rental or sharing arrangement; reverse engineer, disassemble, or
<br /> reprogram software used to provide the Subscription Software or any portion thereof
<br /> to a human-readable form; modify, create derivative works of, or merge the
<br /> Subscription Software or software used to provide the Subscription Software with other
<br /> software;copy,reproduce,distribute,lend,or lease the Subscription Software,software
<br /> used to provide the Subscription Software, or Documentation for or to any third party;
<br /> take any action that would cause the Subscription Software or Documentation to be
<br /> placed in the public domain;use the Subscription Software to compete with Mindbase;
<br /> Page 12 of 18
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