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Spatialest Master Software and Services Agreement 10 <br /> <br />8 OWNERSHIP <br /> <br />8.1 Ownership <br />The Software, Services, Documentation any copy, modification, or derivative made of any of the <br />foregoing, and all rights therein, including but not limited to copyrights, patents, utility models, industrial <br />designs/design patents, registered and/or unregistered trademarks, trade secrets, and any other <br />industrial rights, are owned exclusively by Spatialest and/or its licensors. These rights are protected by <br />the provisions of international treaties and applicable national law. All rights not expressly granted to <br />Licensee in this Agreement are reserved to Spatialest and its licensors. There are no implied rights. The <br />Software and Services are licensed, not sold, and Customer does not acquire any ownership of the <br />Software and Services or other rights regarding, including but not limited to, copyrights, patents, utility <br />models, industrial designs/design patents, registered and/or unregistered trademarks or any other <br />industrial rights. The Customer retains ownership of all right, title and interest in and to all customer <br />content as defined on Exhibit C and any other customer data. <br />8.2 Customer Personnel <br />Unless otherwise expressly set forth on a Sales Order, the Software and Services may only be accessed <br />and used by Customer and its Authorized Users; provided, however, that Customer shall take appropriate <br />action, by instruction or agreement, to ensure that the Software and Services are being used by such <br />Authorized Users in accordance with the terms and conditions of this Agreement. Licensee shall be liable <br />for any breach of this Agreement by any of its Authorized Users. <br /> <br />9 INDEMNIFICATION <br /> <br />9.1 General Indemnification <br />Spatialest will indemnify and hold customer harmless from any and all liability, expense or judgment <br />resulting from any suit, cause of action or demand brought against the customer by a third party for <br />personal injury, death or direct damage to tangible property which may accrue against customer to the <br />extent it is caused by the negligence of Spatialest, its subcontractors or their employees or agents, while <br />performing duties under this agreement. Customer will cooperate with Spatialest in its defense or <br />settlement of the claim or suit. <br />9.2 Infringement Indemnification <br />Subject to Section 9.3 below, Spatialest will indemnify and hold Customer and its Affiliates harmless from <br />and against any and all Losses incurred arising out of or in connection with a claim, suit, action, or <br />proceeding brought by any third party against Customer or any of its Affiliates alleging that the use of the <br />Software and Services as permitted hereunder infringes any United States patent, copyright or trademark, <br />DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D