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<br />2. PROVISION OF SERVICES
<br />2.1 Access. Subject to Customer’s payment of the fees set forth in the Order Form (“Fees”), Remix will provide
<br />Customer with access to the Remix Solution during the Term (as defined below). Customer will use commercially reasonable
<br />efforts to prevent unauthorized access to, or use of, the Remix Solution, and notify Remix promptly of any such unauthorized
<br />use known to Customer.
<br />2.2 Support Services. Subject to the terms and conditions of this Agreement, Remix will exercise commercially
<br />reasonable efforts to (a) provide support for the use of the Remix Solution to Customer, (b) keep the Remix Solution
<br />operational and available to Customer, in each case in accordance with its standard policies and procedures, and (c) provide
<br />the Service in accordance with the Service Level Terms set out in Exhibit A.
<br />2.3 Hosting. Remix will, at its own expense, provide for the hosting of the Remix Solution, provided that nothing
<br />herein will be construed to require Remix to provide, or bear any responsibility with respect to, any telecommunications or
<br />computer network hardware required by Customer or any Authorized User to access the Remix Solution from the Internet.
<br />3. INTELLECTUAL PROPERTY
<br />3.1 License Grant. Subject to the terms and conditions of this Agreement, Remix grants to Customer a non-
<br />exclusive, non-transferable (except as permitted under Section 13.6) license during the Term (as defined below), solely for
<br />Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access
<br />and use the Remix Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number
<br />of copies of the Documentation solely to support Customer’s use of the Remix Solution. Customer may permit any Authorized
<br />Users to access and use the features and functions of the Remix Solution as contemplated by this Agreement, provided
<br />Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and
<br />any use of the Services by such individuals is for the sole benefit of Customer.
<br />3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any
<br />third party to access the Remix Solution, Licensed Material or Documentation, except as expressly allowed herein; (b) modify,
<br />adapt, alter or translate the Remix Solution, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan,
<br />distribute, transfer or otherwise allow the use of the Remix Solution or Documentation for the benefit of any unauthorized
<br />third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine
<br />the source code (or the underlying ideas, algorithms, structure or organization) or nonpublic APIs of the Remix Solution,
<br />except as permitted by law; (e) interfere in any manner with the operation of the Remix Solution or the hardware and network
<br />used to operate the Remix Solution; (f) modify, copy or make derivative works based on any part of the Remix Solution or
<br />Documentation; (g) access or use the Remix Solution to build a similar or competitive product or service; (h) attempt to access
<br />the Remix Solution through any unapproved interface; or (i) otherwise use the Remix Solution, Licensed Material, or
<br />Documentation in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with
<br />applicable law, the Documentation, or this Agreement. Customer acknowledges and agrees that the Remix Solution will not
<br />be used, and is not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions. Customer
<br />will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Remix or its licensors
<br />on the Licensed Material or any copies thereof.
<br />3.3 Ownership. As between the parties, the Customer Content, and all worldwide Intellectual Property Rights
<br />in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Remix in this
<br />Agreement are reserved by Customer. As between the parties, the Remix Solution, Licensed Materials, Documentation and
<br />Resultant Data, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Remix
<br />and its suppliers. All rights in and to the Remix Solution, Licensed Materials, Documentation and Resultant Data not expressly
<br />granted to Customer in this Agreement are reserved by Remix and its suppliers.
<br />3.4 License to Licensed Material. Subject to the terms and conditions of this Agreement, Remix grants
<br />Customer a non-exclusive, non-transferable (except as permitted under Section 13.6), non-sublicensable, royalty-free and
<br />fully-paid license to use Licensed Material solely for Customer’s internal business purposes and, where Customer is a
<br />governmental body, to publicly display the Licensed Material as reasonably necessary to exercise its official authority or fulfill
<br />its legal obligations, including, without limitation, to solicit public comment on information contained in Licensed Material.
<br />DocuSign Envelope ID: 7D193E84-19B0-44EA-869F-A0805D3FC7A8
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