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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> other industrial rights, are owned exclusively by Spatialest and/or its licensors. These rights are <br /> protected by the provisions of international treaties and applicable national law. All rights not <br /> expressly granted to Licensee in this Agreement are reserved to Spatialest and its licensors.There are <br /> no implied rights. The Software and Services are licensed, not sold, and Customer does not acquire <br /> any ownership of the Software and Services or other rights regarding, including but not limited to, <br /> copyrights, patents, utility models, industrial designs/design patents, registered and/or unregistered <br /> trademarks or any other industrial rights.The Customer retains ownership of all right,title and interest <br /> in and to all customer content as defined on Exhibit C and any other customer data. <br /> 8.2 Customer Personnel <br /> Unless otherwise expressly set forth on a Sales Order,the Software and Services may only be accessed <br /> and used by Customer and its Authorized Users; provided, however, that Customer shall take <br /> appropriate action, by instruction or agreement, to ensure that the Software and Services are being <br /> used by such Authorized Users in accordance with the terms and conditions of this Agreement. <br /> Licensee shall be liable for any breach of this Agreement by any of its Authorized Users. <br /> 9 INDEMNIFICATION <br /> 9.1 General Indemnification <br /> Spatialest will indemnify and hold customer harmless form any and all liability, expense or judgment <br /> resulting from any suit, cause of action or demand brought against the customer by a third party for <br /> personal injury, death or direct damage to tangible property which may accrue against customer to <br /> the extent it is caused by the negligence of Spatialest, its subcontractors or their employees or agents, <br /> while performing duties under this agreement. Customer will cooperate with Spatialest in its defense <br /> or settlement of the claim or suit. <br /> 9.2 Infringement Indemnification <br /> Subject to Section 9.3 below, Spatialest will indemnify and hold Customer and its Affiliates harmless <br /> from and against any and all Losses incurred arising out of or in connection with a claim, suit, action, <br /> or proceeding brought by any third party against Customer or any of its Affiliates alleging that the use <br /> of the Software and Services as permitted hereunder infringes any United States patent, copyright or <br /> trademark, or constitutes a misappropriation of a trade secret of a third party. Excluded from the <br /> above indemnification obligations are claims to the extent arising from (a) use of the Software and <br /> Services in violation of this Agreement or applicable law, (b) use of the Software and Services after <br /> Spatialest notifies Customerto discontinue use because of an infringement claim,(c)any claim relating <br /> to any third party products or services or Customer Content (as defined in Exhibit C), (d) modifications <br /> to the Software and Services made other than by Spatialest (where the claim would not have arisen <br /> but for such modification), (e) the combination, operation, or use of the Software and Services with <br /> Spatialest Master Software and Services Agreement 10 <br />