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170811v4 - 2 - <br />works or otherwise merge or utilize all or any part of the foregoing with or into <br />other computer programs, website, service or other materials or attempt to discover <br />all or any part of the Website’s, the Service’s or the Software’s source code; (iii) <br />use the Website or the Service to access or use any content, information or material <br />to which such person or entity does not have the necessary right or license, or <br />otherwise knowingly violate, breach or infringe the intellectual property, <br />contractual or other rights of any third party; or (iv) knowingly violate any <br />applicable law, regulation, ordinance, contract, order or other agreement that is <br />binding on such person or entity’s use of the Website or the Service. <br /> <br />(c) Reservation of Rights. Nothing herein shall be construed to convey <br />any ownership or proprietary right or interest in the Website, Service, Software or <br />Documentation or any other information or materials provided by Licensor to <br />Licensee in connection with the Service, or any portion or copy thereof, to Licensee <br />or any of its Representatives. As between the parties hereto, all intellectual property <br />and proprietary rights in the Website, Service, Software and the Documentation <br />shall remain the sole and exclusive property of Licensor. All inventions (including, <br />without limitation, discoveries, concepts, ideas, know-how, improvements, <br />derivative works and feedback, whether or not constituting protectable intellectual <br />property and whether or not reduced to practice) arising out of Licensee’s use of <br />the Website, Service or Software shall be and remain the sole property of Licensor <br />and shall be subject to the terms of this Agreement. Accordingly, Licensee hereby <br />covenants and agrees that it will assign and will cause its Representatives to assign, <br />and upon the authorship, development or creation of any such invention expressly <br />and automatically does assign, all right, title and interest to any such invention to <br />Licensor. Licensor reserves all rights not expressly granted to Licensee in this <br />Agreement. <br /> <br />2. SUPPORT AND SERVICE. Licensor shall provide commercially reasonable <br />support in connection with Licensee’s use of the Service including, without <br />limitation, providing (i) initial deployment and integration support as mutually <br />agreed by the parties and (ii) phone and email access for Licensor inquiries <br />pertaining to the Website, Service or Software during standard business hours <br />(9:00am EST to 5:00pm EST, M-F except holidays) and responses to such inquiries <br />within a commercially reasonable time period depending on the urgency or severity <br />of the specific problem or request. Licensee and Licensor shall each provide a <br />designated point of contact (i.e., a single person or small team of people) for all <br />support and service inquiries related to Licensee’s use of the Website, Service <br />and/or Software and Licensor shall have no obligation to respond to support or <br />service inquiries other than as submitted by such designated contact(s). <br /> <br />3. PAYMENTS. Licensee shall pay to Licensor the fees for the Software and for the <br />Services, as set forth on Exhibit A hereto. All fees pursuant to this Agreement shall <br />be invoiced by Licensor in advance. All fees shall be paid in U.S. dollars in <br />immediately available funds and shall be made payable to Licensor. For the <br />DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5