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<br /> Products or Services in any commercially hosted or service bureau Customer for any Improvements or other information that
<br /> environment or otherwise exploit the Products or Services for any Customer provides hereunder, whether concerning the Products,
<br /> purpose, commercial or otherwise, or (vii) use the Products or Services or otherwise,no matter how such Improvements or other
<br /> Services for any purposes of competitive analysis, the information are used or exploited by MobileGuard.
<br /> development of a competing product or service or any other
<br /> purpose that is to MobileGuard's commercial disadvantage. In (c) Data. Notwithstanding anything else herein to
<br /> addition, Customer's use of the Products and Services shall be the contrary, as between the parties, Customer is the sole and
<br /> subject to such additional restrictions as may be described on the exclusive owner of the Data. MobileGuard shall have no rights in
<br /> Order Form. or to the Data, nor any responsibilities as to the Data, except as
<br /> explicitly set forth in this Agreement. For clarity,Data shall not
<br /> (d) Grant of License to MobileGuard. Solely to include any data generated or collected by MobileGuard regarding
<br /> the extent Customer uses the Hosting Services (or 'on premise' the operations of the Products and Services(the"Control Data").
<br /> Products that require MobileGuard to receive and transmit Data(as The Control Data shall be considered MobileGuard Intellectual
<br /> defined below)),Customer hereby grants to MobileGuard a non- Property for purposes of this Agreement.
<br /> exclusive,non-transferable(except as provided in Section 11(a)),
<br /> sublicensable (solely as necessary to make the Hosting Services 4. Responsibilities of the Parties.
<br /> available to Customer)royalty-free and fully paid up,worldwide
<br /> license to use,copy,distribute and transmit the Data for purposes (a) Compliance with Laws. Each party shall
<br /> of providing the Services to Customer. "Data" means all comply with all applicable laws, regulations, rules, orders and
<br /> information and data submitted by or for Customer to the Services other requirements, now or hereafter in effect, of any applicable
<br /> or collected and processed by or for Customer using the Services. governmental authority, in its performance of its activities
<br /> hereunder. Customer represents and warrants that it is permitted
<br /> 3. Ownership and Reservation of Rights. under applicable law and otherwise to use the Products and
<br /> Services in conjunction with all Devices and has the valid and
<br /> (a) MobileGuard Intellectual Property. enforceable right to provide all Data for purposes of the Products
<br /> Notwithstanding anything to the contrary herein, as between the and Services hereunder.
<br /> parties,MobileGuard is the sole and exclusive owner of all rights,
<br /> title and interest in and to all copyright,patent,trademark,service (b) Authorized Device Capabilities. Customer
<br /> mark, moral rights and any other intellectual property and/or acknowledges and agrees that the Services rely on wireless
<br /> proprietary rights,whether or not registrable, in the Products and communications connections in order to operate, and will only
<br /> Services,any component thereof and any and all materials related function so long as the Devices are connected to fully functional
<br /> thereto, including without limitation, any and all documentation, wireless communications networks. Customer acknowledges and
<br /> whether or not developed by MobileGuard, and all generalized agrees that,as between the parties,it is Customer's responsibility
<br /> knowledge, skill, know-how and expertise relating to such to ensure the wireless communications network(s) and the
<br /> information(the"MobileGuard Intellectual Property"). Nothing environment in which Customer and End Users are using the
<br /> herein shall be construed as granting to Customer any ownership Services are capable of and conducive to such use.
<br /> interest in any of the MobileGuard Intellectual Property. All rights
<br /> in the Products and Services not expressly granted hereunder are (c) Updates. MobileGuard may, but is not
<br /> hereby retained by MobileGuard. obligated to, provide updates, fixes or any other changes to the
<br /> Products and Services based on feedback from Customer or
<br /> (b) Improvements. Notwithstanding anything to otherwise from time to time.
<br /> the contrary herein, MobileGuard shall solely and exclusively
<br /> own, and shall have the right to use in any manner, all oral and (d) Subcontractors. MobileGuard may use a third
<br /> written comments and any other reports, materials, information, party subcontractor to perform any of its obligations under this
<br /> ideas,concepts,and know-how provided by Customer,or any End Agreement. Customer hereby acknowledges that MobileGuard
<br /> User,to MobileGuard,including without limitation in connection currently uses a third party hosting service to provide the Hosting
<br /> with any errors,defects,or deficiencies in the Products or Services Services. Any third party hosting provider utilized by
<br /> and any suggestions for corrections or improvements thereto, MobileGuard has represented or will represent, prior to
<br /> except to the extent any of Customer's Confidential Information MobileGuard's engagement of such hosting provider, that it is
<br /> (as defined below) is included therein (all the foregoing, compliant with SSAE 16 SOC 2 Type II data security audit
<br /> collectively,"Improvements"). To the extent that by operation of protocol(or an equivalent protocol).
<br /> law or otherwise, any right, title, or interest in or to the
<br /> Improvements vests in Customer, Customer hereby irrevocably (e) Data Security. MobileGuard and Customer
<br /> and unconditionally assigns and agrees to assign to MobileGuard shall each comply with privacy laws, to the extent applicable to
<br /> the Improvements and forever waives and agrees never to assert such party's performance of its respective obligations under this
<br /> any and all such right, title, and interest in such Improvements. Agreement. MobileGuard shall use reasonable care to provide a
<br /> Customer shall execute all documents and take all other actions secure environment for the Data under the Services in so far as
<br /> requested by MobileGuard in connection with the foregoing such Data is in MobileGuard's possession. MobileGuard warrants
<br /> assignments and waivers. At MobileGuard's request, Customer that it conducts,at least once per year,a SSAE 16 SOC 2 Type II
<br /> will assist MobileGuard in obtaining protection for any intellectual (or equivalent)security audit. For clarity,MobileGuard disclaims
<br /> property right(s) associated with the Improvements. Under no all liability to the extent arising from the transmission of Data to
<br /> circumstances will MobileGuard become liable for any payment to and from the Services, or delays or errors caused by Customer
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