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Services), Logos, button icons, images, and non-public know-how, methodologies,
<br /> equipment, or processes used by 98point6 to operate and maintain the Platform or
<br /> provide the Services, and (d) all patents, copyrights, moral rights, trademarks, trade
<br /> secrets, and any other form of intellectual property rights recognized in any
<br /> jurisdiction, including applications and registrations, related to any of the foregoing
<br /> (collectively, "98point6 Property"). This Agreement is not an agreement of sale, and
<br /> no title, patent, copyright, trademark, trade secret, intellectual property, or other
<br /> ownership rights to any 98point6 Property are assigned or otherwise transferred to
<br /> Employer or any Participant pursuant to this Agreement. For the avoidance of doubt,
<br /> 98point6 reserves all rights not expressly granted by this Agreement and no licenses
<br /> are granted by it to any person or entity, including Employer and Participants, whether
<br /> by implication, estoppel, or otherwise, except as expressly set forth in this
<br /> Agreement.
<br /> 3. FEES AND PAYMENT
<br /> 3.1. Fees. Employer wilt pay 98point6 the fees specified in each applicable Service
<br /> Order ("Fees").
<br /> 3.2. Payment Terms. Employer wilt pay all amounts properly invoiced by 98point6
<br /> within 30 days of Employer's receipt of such invoice. Late payments by Employer are
<br /> subject to a service charge of the lesser of 1.5% per month or the maximum legal rate,
<br /> determined and compounded.
<br /> 3.3. Taxes. The Fees do not include any taxes, levies, duties or similar
<br /> governmental assessments of any nature, including, for example, value-added, sales,
<br /> use or withholding taxes, assessable by any jurisdiction whatsoever (other than taxes
<br /> imposed on 98point6s net income, property or employees) (collectively, "Taxes").
<br /> Employer is responsible for paying any such Taxes for which it is not exempt relating
<br /> to its use of the Services. .
<br /> 4. INFORMATIONAL MATERIALS, MARKETING MATERIALS, AND USE OF MARKS
<br /> 4.1. informational Materials for Eligible Participants: Additional Marketing Materials.
<br /> The Parties will develop certain informational content and other materials designed to
<br /> provide Eligible Participants with useful information about the Platform and the
<br /> Services, including an announcement concerning the relationship contemplated by this
<br /> Agreement, a landing page, email and other forms of notice, and printed materials
<br /> (collectively, "Informational Materials"), subject to each Parties' advanced review
<br /> and approval. In addition to the Informational Materials, the Parties may jointly
<br /> develop press releases, use cases, and other promotional and marketing materials that
<br /> market and promote the Platform and the Services and the relationship contemplated
<br /> by this Agreement (collectively, "Marketing Materials"), subject to each Parties'
<br /> advance review and approval. Once approved, each Party may continue to use
<br /> previously approved Informational Materials and Marketing Materials during the Term
<br /> for their intended purpose, or purposes, until such time that the other Party provides
<br /> written revocation of its approval.
<br /> 4.2. Use of Marks. Each Party hereby grants the other a non-exclusive, non-
<br /> transferable (except as otherwise set forth in Section 11.12 below), limited license
<br /> during the Term to use its Marks in conjunction with the Informational Materials and
<br /> Marketing Materials, in each case, solely for their intended purpose, or purposes.
<br /> Further, Employer hereby grants to 98point6 a non-exclusive, non-transferable (except
<br /> Subscription Agreement 6
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