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<br /> 3.05. Upon expiration or termination of this Agreement, Client's right to access the Site shall be cease and
<br /> Client's website administration privileges revoked. Cemetery360 shall be free to continue to use the Captured
<br /> Images and Virtual Cemetery on Cemetery360's own website and, at Cemetery360's sole discretion,to continue
<br /> to provide virtual cemetery tours.
<br /> ARTICLE 4. OBLIGATIONS OF CEMETERY360
<br /> 4.01. Cemetery360 will supply all tools, materials, and equipment required to perform the Services under this
<br /> Agreement.
<br /> 4.02. Cemetery360 may perform the Services under this Agreement at any suitable time and location it
<br /> chooses. Should Services under this Agreement necessarily be performed at Client's premises, Cemetery360
<br /> will perform the Services under this Agreement on Client's premises during Client's regular business hours or
<br /> between the hours of 9:00 A.M. and 5:00 P.M each weekday.
<br /> 4.03. Cemetery360 agrees to indemnify, defend,and hold Client free and harmless from all claims, demands,
<br /> losses, costs, expenses, obligations, liabilities, damages,recoveries, and deficiencies, including interest,
<br /> penalties,attorneys'fees, and costs,that Client may incur as a result of a breach by Cemetery360 of any
<br /> representation or agreement contained in this Agreement limited to the amount actually paid to Cemetery360 by
<br /> Client under this Agreement.
<br /> ARTICLE 5. OBLIGATIONS OF CLIENT
<br /> 5.01. Client agrees to comply with all reasonable requests of Cemetery360 and provide access to all
<br /> equipment,premises, information and documents reasonably necessary to the performance of Cemetery360's
<br /> duties under this Agreement.
<br /> 5.02. Client will submit payment according to payment terms set forth herein,by payment sent to the
<br /> following address:
<br /> Cemetery360,Inc.
<br /> 1900 Danbrook Drive, Suite 623
<br /> Sacramento, CA 95835
<br /> 5.03. Client warrants and represents that Client shall use Services only for lawful purposes and in accordance
<br /> with all valid federal, state,and local laws and regulations governing use of e-mail and the Internet,whether or
<br /> not specifically prohibited elsewhere in this Agreement. Failure to abide by the terms of this paragraph shall be
<br /> grounds for immediate termination of Client's account.
<br /> 5.04. Client hereby consents to Cemetery360 use of the Cemetery's name in connection with the
<br /> identification,use and promotion of the Virtual Cemetery.The consent shall survive the termination and
<br /> expiration of this Agreement.
<br /> 5.05. Client hereby grants Cemetery360 a perpetual,non-exclusive,royalty free,worldwide,right and license
<br /> to use,reproduce, modify, adapt, publish, create derivative works from, and distribute the maps of the Cemetery
<br /> provided by the Client as set forth in Section 1.01(a)for the purpose of creating the Virtual Cemetery.
<br /> 5.06. In capturing 360 imagery and making use of maps and images of Client's cemetery, Client hereby
<br /> warrants that Cemetery360 has permission from the Client and any affected third party to use the images
<br /> captured by Cemetery360 on Client's property. Client agrees to indemnify Cemetery360 from any claims by
<br /> third parties made against Cemetery360 due to the capture and publishing of images from Client's cemetery.
<br /> 5.07. Client represents and warrants to Cemetery360 that Client has the right to use any materials that Client
<br /> uses, posts and/or otherwise transfer to the Site("Client Materials").During the term of this Agreement, by
<br /> uploading or otherwise submitting any Client Materials to the Cemetery360 and/or the Site, Client automatically
<br /> grant(or warrant that the owner of such rights has expressly granted)to Cemetery360 a royalty-free and non-
<br /> exclusive right and license to use,reproduce, modify, adapt, publish, create derivative works from,and distribute
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