2021-649-E-IT Dept-Geopliant-Software Maintenance

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00631494-4 4 Crisis Track License and Service Agreement written request; and (ii) all copies of Project Data no sooner than 30 business days after termination of this Agreement and no later than 180 business days after such termination. Notwithstanding the foregoing, You may at any time instruct Us to retain and not to Erase or otherwise delete Project Data, provided You may not require retention of Project Data for more than 180 business days after termination of this Agreement. Promptly after Erasure pursuant to this Subsection 8(c), We will certify such Erasure in writing to You. d) Individuals’ Access. We will not allow any of our employees to access Project Data, except to the extent that an employee needs access in order to facilitate the Services and executes a written agreement with Geopliant agreeing to comply with Our obligations set forth in this Section 8. e) Compliance with Law & Policy. We will comply with all applicable federal and state laws and regulations in provision of the Services. f) Leaks. We will promptly notify You of any actual or potential exposure or misappropriation of Project Data (any “Leak”) that comes to Our attention. We will cooperate with You and with law enforcement authorities in investigating any such Leak. We will likewise cooperate with You and with law enforcement agencies in any effort to notify injured or potentially injured parties. g) Email Contact. The Customer agrees that the contact data of the Customer and Users may be used by Geopliant to provide the Customer and Users with news, service updates, product information, transactions, and compliance notices via email communication. The Customer and Users may select to opt out of these communications at any time by unsubscribing via a link in the emails, or b y contacting Us directly. 9. GEOPLIANT PROPRIETARY RIGHTS a) Ownership. The Customer acknowledges and agrees that the Licensed Software is being licensed, not sold, to the Customer by Geopliant. The Customer further acknowledges and agrees that it shall not acquire any ownership interest in the Licensed Software under this Agreement, and that Geopliant reserves and shall retain its entire right, title and interest in and to the Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software except as expressly granted to the Customer in this Agreement. The Customer shall promptly notify Geopliant if the Customer becomes aware of any possible third-party infringement of Geopliant's intellectual property rights arising out of or relating to the Licensed Software and fully cooperate with Geopliant in any legal action taken by Geopliant against third parties to enforce its Intellectual Property Rights. The Customer shall use reasonable efforts to safeguard the Licensed Software from infringement, misappropriation, theft, misuse or unauthorized access. b) IP in General. We retain all right, title, and interest in and to the Service, including without limitation all intellectual property used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant You any intellectual property rights in or to the Service or any of its components other than the limited license to use the Licensed Software. 10. REPRESENTATIONS AND WARRANTIES a) Mutual Representations. Each party represents to the other party that it: (i) is an entity duly organized and validly existing under the laws of its jurisdiction of organization; (ii) is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement; (iii) has all necessary power and authority to negotiate, execute, deliver and perform its obligations under this Agreement; and (iv) has no pending or threatened claim or litigation known to You that would have a material adverse impact on Your ability to perform as required by this Agreement b) Disclaimers. THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND GEOPLIANT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE, MEDIA AND ANY OTHER SERVICES AND MATERIALS PROVIDED TO THE CUSTOMER UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C