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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1
<br /> all derivatives thereof(including any and all patents,copyrights,trade secret rights,trademarks,trade
<br /> names and other proprietary rights embodied therein or associated therewith) are and shall remain
<br /> Spatialest's or its licensors', and Spatialest in no way conveys any right or interest in the Subscription
<br /> Service other than a limited license to use it in accordance herewith.Spatialest also retains ownership
<br /> of all right, title and interest in and to all Spatialest Content. During the term of this Agreement,
<br /> Spatialest grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as set
<br /> forth in Section 10.2 of the Agreement), royalty-free right to use, display,transmit, and distribute the
<br /> Spatialest Content solely in connection with Customer's permitted use of the Subscription Services.
<br /> 9. Customer Obligations. Customer is responsible for all activities conducted under its
<br /> Authorized User logins and for its Authorized Users' compliance with this Agreement. Unauthorized
<br /> use, resale or commercial exploitation of the Subscription Services in any way is expressly prohibited.
<br /> Without Spatialest's express prior written consent in each instance, Customer shall not (and shall not
<br /> allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive
<br /> the source code form or structure of the Subscription Services or access the Subscription Services in
<br /> order to build a competitive product or service or copy any ideas, features, functions or graphics of
<br /> the Subscription Services. Except as expressly permitted in this Agreement, Customer shall not copy,
<br /> license, sell, transfer, make available, lease, time-share, distribute, or assign this license, the
<br /> Subscription Services to any third-party. Customer shall be liable for any breach of this Agreement by
<br /> any of its Authorized Users. In addition to Spatialest's other remedies hereunder, Spatialest reserves
<br /> the right upon notice to Customer to terminate any Authorized User's right to access the Subscription
<br /> Service if such Authorized User has violated any of the restrictions contained in this Agreement.
<br /> Customer is solely responsible for all Customer Content. Spatialest does not guarantee the accuracy,
<br /> integrity or quality of such Customer Content. Neither Customer nor its Authorized Users shall use the
<br /> Subscription Services to: (a) send, upload or otherwise transmit any Customer Content that is
<br /> unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of
<br /> another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise
<br /> transmit, display or distribute any Customer Content that infringes any trademark, trade secret,
<br /> copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise
<br /> transmit any material that contains software viruses or any other computer code, files or programs
<br /> designed to interrupt, destroy or limit the functionality of any computer software or hardware or
<br /> telecommunications equipment; (d) interfere with or disrupt the Subscription Services or networks
<br /> connected to the Subscription Services; or(e)violate any applicable law or regulation.
<br /> 10. Data Retrieval Upon Termination. Within thirty (30) days following termination of any Sales
<br /> Order for the Subscription Services or this Agreement, Customer may retrieve Customer Content in
<br /> Spatialest Master Software and Services Agreement 22
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