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Customer:Orange County, NC ReC211341755 <br />5.10.Fees for Renewal Terms.The applicable Fees for any Renewal Term will be mutually agreed to by the parties before <br />the start of the Renewal Term.If the parties do not come to agreement as to the appropriate Fees,the Fees in place <br />immediately prior to the commencement of the Renewal Term will continue to apply (subject to Sections 5.2 and 5.3) <br />until the parties come to agreement,or,at ReCollect's option,this Agreement may be terminated upon notice to the <br />Customer by ReCollect. <br />6.INTELLECTUAL PROPERTY RIGHTS <br />6.1.Title to the ReCollect Materials (excluding any Customer Content incorporated therein)shall at all times remain with <br />ReCollect or its third party licensors as applicable.Customer acknowledges that the Services and the ReCollect <br />Materials are proprietary to ReCollect and that all rights thereto are owned by ReCollect or its third party licensors as <br />applicable.The Customer further acknowledges that the ReCollect Materials contain trade secrets of ReCollect and <br />that the ReCollect Materials are protected by U.S.,Canadian and international copyright and other Intellectual <br />Property Laws and treaties.Under no circumstances will a copy of any software comprising the ReCollect Platform be <br />provided to the Customer.The Customer shall not reverse engineer or directly or indirectly allow or cause a third <br />party to reverse engineer the whole or any part of the ReCollect Platform. <br />6.2.Customer represents and warrants that it either owns or has permission to use the Customer Content,and it hereby <br />grants ReCollect a limited and non-exclusive license to use the Customer Content during the Term in connection with <br />the Services. <br />6.3.ReCollect represents and warrants that it either owns or has permission to use the ReCollect Content,and it hereby <br />grants the Customer a limited and non-exclusive license to use the ReCollect Content during the Term in connection <br />with the Services. <br />6.4.ReCollect further represents and warrants that the provision of the ReCollect Services will not infringe any third party <br />intellectual property rights enforceable in Canada or the United States,provided that if ReCollect believes or it is <br />determined that any part of the software comprising the ReCollect Services has or may have violated a third party's <br />Intellectual Property Rights,ReCollect may choose to either modify the ReCollect Services to be non-infringing (while <br />substantially preserving their utility)or obtain a license to allow for continued use,or if these alternatives are not <br />commercially reasonable,ReCollect may terminate this Agreement without penalty other than to refund any portion of <br />the Fees attributable to the period following the date of such termination. <br />6.5.The Customer hereby grants ReCollect a worldwide,perpetual,irrevocable,royalty-free licence to use and <br />incorporate into the ReCollect Platform any suggestion,enhancement request,recommendation,correction or other <br />feedback provided by the Customer or its Representatives relating to the Services and/or the ReCollect Platform. <br />7.DATA SECURITY AND PRIVACY <br />7.1.Data Ownership.The Customer shall retain all right,title and interest in and to the Customer Data.ReCollect shall <br />have the right to collect and analyze data and other information relating to the provision,use and performance of <br />various aspects of the Services and the ReCollect Platform (including,without limitation,data obtained as a result of <br />analyzing the Customer Data and data derived therefrom),and ReCollect will be free to use such information and <br />data to provide the Services,to improve and enhance the ReCollect Platform and for other development,diagnostic <br />and corrective purposes for its internal business use.In no event shall ReCollect otherwise reproduce,sell,disclose, <br />publicize or exploit Customer Data without the prior written consent of the Customer. <br />7.2.ReCollect's obligations. <br />7.2.1.In the course of providing the ReCollect Services,ReCollect may collect,use,store,retain,transfer,disclose <br />and/or dispose of ("Handle"or "Handling") Personal Information. <br />7.2.2.ReCollect's Handling of Personal Information is subject to its "Terms of Use" <br />(https://policy.recollect.net/terms)and "Privacy Policy"(https://policy.recollect.net/privacy)in effect from <br />time to time, as posted to its website. <br />7.2.3.ReCollect shall not Handle Personal Information except in compliance with applicable privacy Laws. <br />ReCollect is solely responsible for the use of Personal Information by its Representatives,and shall ensure <br />that all such persons comply with applicable Laws,including applicable privacy Laws,regarding the <br />Handling of Personal Information. Without limiting the generality of the foregoing: <br />(a)ReCollect shall use industry accepted practices to protect Personal Information in its custody or <br />control against theft, loss and unauthorized use or disclosure. <br />(b)Whenever ReCollect transfers Personal Information over the internet,it will employ appropriate <br />cryptographic protocols such as Transport Layer Security (TLS) encryption. <br />RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 6 <br />DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57