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<br />3.5 License to Customer Data; Resultant Data. Customer grants Remix a non-exclusive, worldwide, non-
<br />transferable (except as permitted under Section 13.6), non-sublicensable (except to permitted subcontractors under Section
<br />13.10), royalty-free and fully paid license to (a) use the Customer trademarks, service marks, and logos as required to provide
<br />the Services; (b) to use, host, store, create derivative works from, communicate, distribute and publicly display the Customer
<br />Content as required to perform the Services and improve the Remix Solution; and (c) analyze the Customer Content, combine
<br />Customer Content with other data and create Resultant Data, including, without limitation, utilizing machine learning
<br />applications and other analytical methods. Customer acknowledges that the value of the Remix Solution to Customer and
<br />Remix’s ability to provide it in accordance with this Agreement are contingent on Remix’s ability to operate and improve the
<br />Remix Solution based on what it learns from the Resultant Data generated in the course of delivering the Remix Solution to
<br />all Remix customers.
<br />3.6 Open Source. Certain items of software may be provided to Customer with the Remix Solution and certain
<br />Licensed Materials are subject to “open source” or “free software” licenses (“Open Source Material”). Some of the Open
<br />Source Material is owned by third parties. Open Source Materials are not subject to the terms and conditions of Sections 3.1
<br />or 10. Instead, each item of Open Source Materials is licensed under the terms of the end-user license that accompanies such
<br />Open Source Materials. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede,
<br />the terms and conditions of any applicable end user license for the Open Source Materials. If required by any license for
<br />particular Open Source Materials, Remix makes such Open Source Materials, and Remix’s modifications to that Open Source
<br />Materials, available by written request at the notice address specified below.
<br />3.7 Third Party Products. Certain features and functionality of the Services may rely on third party data,
<br />software, or applications (“Third Party Products”). Such Third-Party Products may be subject to their own terms and
<br />conditions, which will be identified to the Customer in writing before they are incorporated into the Services. If Customer
<br />does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use
<br />such Third-Party Products or utilize any features or functionality of the Services that incorporate them.
<br />3.8 Feedback. Customer hereby grants to Remix a royalty-free, worldwide, transferable, sublicensable,
<br />irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests,
<br />recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services. Remix will
<br />not identify Customer as the source of any such feedback.
<br />4. FEES AND EXPENSES; PAYMENTS
<br />4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Remix under
<br />this Agreement, Customer will pay to Remix the Fees. Except as otherwise provided in the Order Form, all Fees are billed at
<br />the end of the month due and payable within thirty (30) days of the date of the invoice. Customer will reimburse Remix for
<br />documented expenses that are expressly provided for in an Order Form or SOW (defined below) or that have been approved
<br />in advance in writing by Customer. Remix reserves the right (in addition to any other rights or remedies Remix may have) to
<br />discontinue the Remix Solution and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more
<br />than thirty (30) days overdue until such amounts are paid in full. If Customer believes that Company has billed Customer
<br />incorrectly, Customer must contact Remix no later than sixty (60) days after the closing date on the first billing statement in
<br />which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s
<br />customer support department.
<br />4.2 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable
<br />duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment
<br />of all such taxes (other than taxes based on Remix’s income), fees, duties, and charges and any related penalties and interest,
<br />arising from the payment of the fees, the provision of the Services, or the license of the Remix Solution to Customer. Customer
<br />will make all payments of Fees to Remix free and clear of, and without reduction for, any withholding taxes; any such taxes
<br />imposed on payments of Fees to Remix will be Customer’s sole responsibility, and Customer will provide Remix with official
<br />receipts issued by the appropriate taxing authority, or such other evidence as the Remix may reasonably request, to establish
<br />that such taxes have been paid.
<br />4.3 Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%)
<br />per month, or the maximum legal rate if less, from the due date until paid.
<br />5. CUSTOMER CONTENT AND RESPONSIBILITIES
<br />DocuSign Envelope ID: 7D193E84-19B0-44EA-869F-A0805D3FC7A8
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