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Spatialest Master Software and Services Agreement 23
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<br />data as associated with Customer or any of its Authorized Users.
<br />8. Subscription Service and Spatialest Content. Customer acknowledges and agrees that as between
<br />Spatialest and Customer, all right, title and interest in and to the Subscription Services and all derivatives
<br />thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other
<br />proprietary rights embodied therein or associated therewith) are and shall remain Spatialest’s or its
<br />licensors’, and Spatialest in no way conveys any right or interest in the Subscription Service other than a
<br />limited license to use it in accordance herewith. Spatialest also retains ownership of all right, title and
<br />interest in and to all Spatialest Content. During the term of this Agreement, Spatialest grants to Customer
<br />a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 10.2 of the
<br />Agreement), royalty-free right to use, display, transmit, and distribute the Spatialest Content solely in
<br />connection with Customer’s permitted use of the Subscription Services.
<br />9. Customer Obligations. Customer is responsible for all activities conducted under its Authorized
<br />User logins and for its Authorized Users’ compliance with this Agreement. Unauthorized use, resale or
<br />commercial exploitation of the Subscription Services in any way is expressly prohibited. Without
<br />Spatialest’s express prior written consent in each instance, Customer shall not (and shall not allow any
<br />third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code
<br />form or structure of the Subscription Services or access the Subscription Services in order to build a
<br />competitive product or service or copy any ideas, features, functions or graphics of the Subscription
<br />Services. Except as expressly permitted in this Agreement, Customer shall not copy, license, sell, transfer,
<br />make available, lease, time-share, distribute, or assign this license, the Subscription Services to any third-
<br />party. Customer shall be liable for any breach of this Agreement by any of its Authorized Users. In addition
<br />to Spatialest’s other remedies hereunder, Spatialest reserves the right upon notice to Customer to
<br />terminate any Authorized User’s right to access the Subscription Service if such Authorized User has
<br />violated any of the restrictions contained in this Agreement. Customer is solely responsible for all
<br />Customer Content. Spatialest does not guarantee the accuracy, integrity or quality of such Customer
<br />Content. Neither Customer nor its Authorized Users shall use the Subscription Services to: (a) send, upload
<br />or otherwise transmit any Customer Content that is unlawful, threatening, abusive, harassing, tortious,
<br />defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or
<br />otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Customer Content
<br />that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights
<br />of any person; (c) upload or otherwise transmit any material that contains software viruses or any other
<br />DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D
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