2021-234-E-Human Rights-SAS Institute, Inc Data for Good license

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DocuSign Envelope ID:705DE9D0-54CD-4C5D-80DD-CAA8BB17C2FE 4. Use of other Licensor Content. Subject to the terms and conditions of this Agreement, Licensor hereby grants to SAS and SAS subsidiaries a non-exclusive,royalty-free I icense to display the Licensor logo an d other Licen so rco ntent supplied byLicensorto SAS during theterm of this Agreement, including byway of example Licensorowned photos, images, videos and text (the "Licensor Content"). SAS agrees to use the Licensor Content only as permitted and authorized under this Agreement as necessary to support the GatherlQ webpage(s)dedicated to Licensor within the Projectand othermarketing and promotional materials concerningthe Project. 5. GatherlQ Trademark License. Subject to the terms of this Agreement, SAS grants Licensora limited use licenseto the GatherlQTM trademark(the "Trademark")and GatherlQ Logo (the"Logo")as shown on the attached Exhibit A (collectively the"Marks") in accordance with the usage requirements contained herein solely for the purpose of promoting the GatherlQ project as outlined in this Agreement. Licensor's use of the Marks provided herewith constitutes Licensor's acceptance of the terms and conditions of the license granted herein. In the event of a difference between the Marks requested and the Marks provided,the license granted herein is only forthe Marks provided. All logos, service marks,trademarks and registered trademarks under which SAS markets or promotes its various products and services are,and shall remain,the exclusive property of SAS. Licensor's sole authorityto use the Marks is derived from the license granted herein,and nothing in this License shall give Licensor any right,title or interest in the Marks other than the rightto use the Marks in accordance with such license. Licensor agrees notto,at anytime, directly or indirectly,assert any claim to any goodwill,reputation or ownership thereof by virtue of Licensor's licensed use thereof,nor to contest or deny,nor assist any other entity in contesting or denying,the validity of the Marks or SAS' ownership of the Marks. Licensor will not in anyway interfere,or assist any other entity in interfering,with SAS'use or registration thereof. Licensor agrees that Licensor will not do any actor cause anything to be done in derogation of any of SAS' rights in connection with the Marks and that Licensor will not use the Marks except in accordance with the I i cen se g ran ted herein. All use of the Marks by Licensorshall inure to th e ben efit of SAS. Licensor may not assign Licensor's ri g h ts o r d el egate Licensor's duties under the license granted herein without the prior written consent of SAS. The Marks shall not be used in any way that (a) will demean SAS, the Marks, or the respective individual trademarks and service marks of SAS, or(b) mightjeopardize or dilute SAS' proprietary interests in the Marks or the respective individual trademarks and service marks of SAS. The Marks shall only be used in connection with high qualityservicesand goods,so as not to impairthe prestige and reputation for quality nowand heretofore associated with SAS and its respective individual trademarks and service marks. Licensor must never create the impression thatthe person or company using the Marks isemployedbySAS orthatanySAS name and/or logo belong to any person or company other than SAS. Upon requestfrom SAS, Licensor shall submit samples of all uses of the Marks for SAS' review and approval. Inthe event SAS determines, in its sole discretion,that any use of the Marks by Licensor is detrimental to the interests of SAS, Licensorshall immediately terminate such use. 6. Termination. Either party may terminate this Agreement upon written notice to the other party. Upon termination, SAS shall destroy the Licensor Data and any copies thereof within SAS' control. Notwithstanding the foregoing, termination of th is Ag reement wil I n of termi nate or otherwise affect the rights of any SAS customer to use the Licensor Data that it received prior to the effective date of termination. Provisions which are by their nature continuing shall survive termination of this Agreement. 7. Representations and Warranties by Licensor 7.1 Licensor represents and warrants that itwill remove all Personal Information priorto providing the Licensor Data to SAS. Personal Information means any information that identifies or can be used to identify,contact, or locate the person to whom such information pertains, or from which identification orcontact information of an individual person can be derived,and includes but is not limited to Protected Health Information as defined in as defined in 45 C.F.R. §160.103.Aggregated or anonymous data shall not be regarded as Personal Information so long as it cannot be converted to information that can identify a person. Protected Health information that has been de-identified in accordancewith 45C.F.R. §164.514(b) shall notbe regarded as Personal Information hereunder providedthatitdoes nototherwise identify an individual and with respectto which there is no reasonable basis to believethatthe information can be used to identify an individual. 7.2 Licensor represents and warrants that it has the right to license the Licensor Data to SAS and that the use of the Licensor Data as contemplated herein shall notviolateany laws,agreements or other obligations. 8. Disclaimer of Warranties and Limitation of Liability by Licensor. EXCEPT AS PROVIDED IN SECTION 7, LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH