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DocuSign Envelope ID:402D034B-8660-45A4-96F2-A2CCBF320BC5
<br /> •••
<br /> FIB
<br /> the Look and Feel of Client's existing website, and is developed, hosted and maintained by
<br /> Link2Gov pursuant to this Addendum, and at which a User may perform a Transaction;
<br /> b. "Look and Feel" means the elements of graphics, design, organization, presentation, layout,
<br /> user interface, navigation and stylistic convention (including the digital implementations thereof)
<br /> which are provided by, and unique to, Client;
<br /> c. "User" means any person or entity who processes, or for whom Client processes, a
<br /> Transaction using the UI Services;
<br /> d. "Virtual Terminal" means a secure payment site on the Internet that is developed, hosted
<br /> and maintained by Link2Gov pursuant to this Addendum, at which Client may process
<br /> Transactions made by Users; and
<br /> e. "Private Label Virtual Terminal" is a Virtual Terminal that presents the Look and Feel of
<br /> Client and may include certain of the Client Brand Features, defined below.
<br /> 2.5.1.2 Link2Gov has the right to reject and remove any information made available to Users via the UI
<br /> Services, which may include, without limitation, text, graphics, data and other similar materials ("Content") and/or
<br /> trademarks, service marks, Look and Feel, logos and other distinctive brand features of Client supplied to Link2Gov by
<br /> Client ("Client Brand Features") at any time if Link2Gov reasonably believes that any such materials infringe any third
<br /> party Intellectual Property Rights, are libelous or invade the privacy or violate other rights of any person, violate applicable
<br /> Laws or regulations, jeopardize the health or safety of any person, or are otherwise detrimental to the goodwill of
<br /> Link2Gov.
<br /> 2.5.1.3 Link2Gov shall correct or cause to be corrected, with reasonable promptness and at its own
<br /> cost, any errors in the UI Services that are caused by Link2Gov's failure to perform according to the terms of this
<br /> Addendum or the Agreement. In no event shall Link2Gov be liable for any costs of corrections in excess of its own costs
<br /> incurred to correct an error that Link2Gov is solely responsible for correcting.
<br /> 2.5.1.4 Ownership.
<br /> a. All Client Brand Features shall be owned exclusively by Client. To the extent Link2Gov
<br /> possesses any ownership rights in the Client Brand Features, Link2Gov hereby irrevocably assigns to Client all right, title
<br /> and interest in and to all such Client Brand Features,which includes, without limitation, all of Client's Intellectual Property
<br /> Rights therein. For purposes of this Addendum, "Intellectual Property Rights" means any and all now known or hereafter
<br /> known tangible and intangible: (i) rights associated with works of authorship throughout the world, including, without
<br /> limitation, copyrights, moral rights, and mask-works; (ii) trademark and trade name rights and similar rights; (iv) trade
<br /> secret rights; (v) patents, designs, algorithms and other industrial property rights; (vi) other intellectual property rights,
<br /> whether arising by operation of law, contract, license, or otherwise; and (vii) registrations, initial applications, renewals,
<br /> extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the
<br /> foregoing). If Link2Gov has any such rights that cannot be assigned to Client, Link2Gov waives the enforcement of such
<br /> rights, and if Link2Gov has any rights that cannot be assigned or waived, Link2Gov hereby grants to Client an exclusive,
<br /> irrevocable, perpetual, worldwide, fully paid license to such rights (which includes the right to sublicense). Client
<br /> represents and warrants that it owns the Client Brand Features and all Intellectual Property Rights therein and that such
<br /> Client Brand Features do not infringe upon any other material or violate or infringe upon the Intellectual Property Rights of
<br /> any other party.
<br /> b. Subject only to Section 2.5.1.4.a. above, all Intellectual Property Rights directly or indirectly
<br /> related to the UI Services (which may include certain software provided by Link2Gov) shall be owned exclusively by
<br /> Link2Gov (collectively, the "Link2Gov Property"). To the extent Client possesses any ownership rights in the Link2Gov
<br /> Property, Client hereby irrevocably assigns to Link2Gov all right, title and interest in and to all such Link2Gov Property,
<br /> which includes, without limitation, all applicable Intellectual Property Rights thereto. If Client has any such rights that
<br /> cannot be assigned to Link2Gov, Client waives the enforcement of such rights, and if Client has any rights that cannot be
<br /> assigned or waived, Client hereby grants to Link2Gov an exclusive, irrevocable, perpetual, worldwide, fully paid license to
<br /> such rights (which includes the right to sublicense).
<br /> c. Client hereby grants Link2Gov a non-exclusive, worldwide license to use the Client Brand
<br /> Features for Link2Gov to perform its obligations hereunder. The scope of the foregoing license shall be limited as
<br /> specified herein, and shall not include any right to use, copy, modify, publish, license, sublicense, sell, market or distribute
<br /> EUu45296 'LI D.307416
<br /> Prepared for:The City of Everett,Washington Page 3 of 4
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