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<br />5.2. Software. SEW retains all right, title, and interest in and to the Documentation and Software, as well as any related modifications, improvements,
<br />methodologies, techniques, processes, and instruction developed by SEW and used in the course of performing the Services (collectively “SEW IP”).
<br />Nothing in this Agreement will be construed to grant Customer any ownership in the SEW IP. Customer recognizes that the Softw are and its
<br />components are protected by copyright and other laws. SEW grants no, and reserves any and all, rights other than the rights expressly granted to
<br />Customer under this Agreement with respect to the Software.
<br />5.3. Feedback. Customer hereby grants SEW a perpetual, irrevocable, unrestricted, worldwide license to use any Feedback, without compensation or any
<br />obligation to report on such use, and without any other restriction. Such rights will include, without limitation, the right to exploit Feedback in any way
<br />and the right to grant sublicenses (through multiple tiers). Notwithstanding the provisions of Article 6 (Confidential Information) below, Feedback will
<br />not be considered Customer’s Confidential Information.
<br />6. CONFIDENTIAL INFORMATION.
<br />6.1. Confidential Information Defined. “Confidential Information” refers to the following types of material or content one party to this Agreement (“Discloser”)
<br />discloses to the other (“Recipient”): (a) any information Discloser marks or designates as “Confidential” at the time of disclosure; and (b) any other
<br />nonpublic, sensitive information disclosed by Discloser including, but not limited to code, inventions, know -how, business, technical, and financial
<br />information, or other information which should reasonably be known by the Recipient to be confidential at the time it is disclosed, due to the nature of
<br />the information and the circumstances surrounding such disclosure. Notwithstanding the foregoing, Confidential Information does not include
<br />information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient wi thout use of or reference to
<br />Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or
<br />(iv) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligations.
<br />6.2. Nondisclosure. Recipient will not use Confidential Information of the Discloser for any purpose other than to exercise its rights or perform its obligations
<br />under this Agreement (the “Purpose”). Recipient: (a) will not disclose Confidential Information of the Discloser to any employee or contractor of
<br />Recipient unless such person needs access in order to facilitate the Purpose and executes a written agreement with Recipient with terms no l ess
<br />restrictive than those of this Article 6; and (b) will not disclose Confidential Information of the Discloser to any other third party without Discloser’s prior
<br />written consent. Recipient will protect Confidential Information of the Discloser with the same degree of care it uses to protect its own confidential
<br />information of a similar nature, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of
<br />Confidential Information of the Discloser that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential
<br />Information of the Discloser as required by applicable law or by proper legal or governmental authority. Recipient will give Discloser prompt notice of
<br />any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such
<br />required disclosure, at Discloser’s expense.
<br />6.3. Injunction. Recipient agrees that breach of this Article 6 may cause Discloser irreparable injury, for which monetary damages may be inadequate, and
<br />in addition to any other remedy, Discloser will be entitled to seek injunctive relief against such breach or threatened breach, without proving actual
<br />damage.
<br />6.4. Termination & Return. Upon expiration or termination of this Agreement, Recipient will return to the Discloser all copies (excepting one (1) copy
<br />archived for purposes of Recipient’s back-up processes) of Confidential Information of the Discloser or certify, in writing, the destruction thereof.
<br />6.5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license or any other right thereto. Discloser will
<br />retain all right, title, and interest in and to all of its Confidential Information.
<br />7. DATA PRIVACY & SECURITY.
<br />7.1. Data Security. Each party will be responsible for establishing and maintaining its own data privacy and information security policies, inclu ding physical,
<br />technical, administrative, and organizational safeguards to ensure the security and confidentiality of Customer Data; protect against any anticipated
<br />threats or hazards to the security of Customer Data; protect against unauthorized disclosure, access to, or use of Customer D ata; ensure the proper
<br />disposal of Customer Data; and ensure that all employees, agents, and subcontractors, if any, comply with the above.
<br />8. REPRESENTATIONS & WARRANTIES.
<br />8.1. From SEW.
<br />(a) Re: Function. SEW represents and warrants that, during the Term, the Software will perform materially in accordance with the Software Specifications.
<br />(b) Re: Intellectual Property Rights in the Software. SEW represents and warrants that it owns the Software, and has the power and authority to grant the
<br />rights in this Agreement without the further consent of any third party. In the event of a breach of the warranty in this Sec tion 8.1(b), SEW, at its own
<br />expense and election, will promptly take the following actions: (i) secure for Customer the right to continue using the Softw are; (ii) replace or modify
<br />the Software to make it non-infringing, provided such modification or replacement will not materially degrade any functionality listed in the
<br />Specifications; or (iii) refund the prorated SaaS subscription fee paid for the Software for every month remaining in the Term, following the date after
<br />which Customer is required to cease use of the Software. In conjunction with Customer’s right to terminate for breach where applicable and the
<br />provisions of Section 9.1 below (Indemnified Claims), the preceding sentence states SEW’s sole obligation and liability, and Customer’s sole remedy,
<br />for breach of the warranty in this Section 8.1(b) and for potential or actual infringement by the Software. SEW’s representations and warranties herein
<br />will not apply to the extent any infringement arises out of any conditions listed in Section 9.1 (a) -9.1(f) below.
<br />8.2. From Both Parties. Each party represents and warrants that (a) it has the full right and authority to enter into, execute, and perform its obligations
<br />under this Agreement, (b) no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as
<br />required hereunder, (c) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement
<br />to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
<br />8.3. Warranty Disclaimers. Except for the express warranties in Sections 8.1 and 8.2 above, SEW MAKES NO WARRANTIES, EITHER EXPRESS OR
<br />IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILIT Y, NONINFRINGEMENT, TITLE OR FITNESS
<br />FOR A PARTICULAR PURPOSE. SEW does not warrant that the Software will perform without error or that it will run without immaterial
<br />interruption. SEW provides no warranty regarding, and will have no responsibility for, a ny claim arising out of: (a) a modification of the Software
<br />made by anyone other than SEW, unless SEW approves such modification in writing; or (b) use of the Software in combination wi th any operating
<br />system, hardware, software or other third -party materials not authorized or specifically forbidden in the Specifications or Documentation.
<br />9. INDEMNIFICATION.
<br />9.1. Indemnification by SEW. SEW will defend and indemnify Customer and its officers, directors, shareholders, parents, subsidiaries, agents, successors,
<br />and assigns against any settlement amounts, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Liabilities”)
<br />that are payable to any third party or incurred by Customer arising from any third -party claim, suit, or proceeding arising out of an allegation that
<br />Customer’s authorized use of the Software infringes or misappropriates a third party’s intellectual property rights. SEW’s obligations set forth in this
<br />Section 9.1 do not apply to the extent that any claim arises out of: (a) Customer’s breach of this Agreement; (b) revisions to the Software made without
<br />SEW’s written consent; (c) Customer’s failure to incorporate Upgrades that would have avoided the alleged infringement, provided SEW offered such
<br />Upgrades without charges not otherwise required pursuant to this Agreement; (d) SEW’s modification of Software in compliance with Customer’s
<br />specifications; (e) unauthorized use of the software by third parties; or (f) use of the Software with hardware or software not provided by or approved
<br />of by SEW.
<br />9.2. Indemnification by Customer. Customer will indemnify, defend and hold SEW and its officers, directors, shareholders, parents, subsidiaries, agents,
<br />EXHIBIT A
<br />DocuSign Envelope ID: 6EE86165-D6F1-4646-9E79-5B5C46F230E7Docusign Envelope ID: 8554268A-3B16-47CD-A583-5329ACD47579
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