Agmt19 CherryRoad Technologies, Inc.

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2.6 Availability of CORE Enhancements. CORE agrees to offer to Customer a license to Enhancements that CORE develops and offers generally to Customers of the Licensed Program according to the terms under Section 2.1. 2.7 Customer Responsibilities. Customer shall be responsible for the procuring, installing, and maintaining all computer equipment, telephone lines, communications, interfaces, and other hardware necessaryto operate the Licensed Program. 2.8 Proprietary Rights. To the extent that CORE may provide Customer with any Error Corrections or Enhancements or any other software, including any new software programs or components, or any compilations or derivative works of the Licensed Program prepared by CORE, Customer may (1) install copies of the Licensed Program adequate to serve the concurrent volume of Transactions as specified in this Agreement in Attachment A, in the most current form provided by CORE, in Customer's own facility; and (2) use such Licensed Program in a manner consistent with the requirements of this Agreement, for purposes of serving Customer's internal business needs. Customer may not use, copy, or modify the Licensed Program, or make any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by CORE. SECTION 3—TITLE TO MATERIALS 3.1 Title to Licensed Program and Licensed Documentation. Customer acknowledges that all right, title, and interest in and to the Licensed Program and Licensed Documentation, including the media on which the same are furnished to Customer, are and shall remain at all times the sole and exclusive property of CORE. Customer acknowledges that no such rights, title, or interest in or to the Licensed Program and the Licensed Documentation is granted under this Agreement, and no such assertion shall be made by Customer. The Licensed Program and the Licensed Documentation are and shall remain the sole property of CORE, regardless of whether Customer, its employees, or contractors may have contributed to the conception of suchwork, joined in the effort of its development, or paid CORE for the use of the work product. Customer is granted only a limited right of use of the Licensed Program and the Licensed Documentation as set forth herein, which right of use is not coupled with an interest and is revocable in accordance with the terms of this Agreement. 3.2 Title to Enhancements and Maintenance Modifications; Restrictions on Use, Disclosure, Access, and Distribution. Al right, title, and interest in and to any Enhancements and Maintenance Modifications developed by either CORE or Customer shall remain with CORE. Customer shall treat all such Enhancements and Maintenance Modifications in accordancewith the restrictions and limitations set forth herein respecting Licensed Programs and Licensed Documentation. SECTION 4 PROTECTION OF PROPRIETARY INFORMATION AND MATERIALS 4.1 Customer assurance with respect to reverse engineering. Customer shall refrain from taking any steps to reverse assemble, reverse compile or otherwise derive a source code version of the Licensed Program. 4.2 Proprietary Legends. Customer shall not remove any proprietary or other legend or restrictive notice contained or included in any material provided by CORE. 4.3 Reproduction of Licensed Documentation. Customer may reproduce the Licensed Documentation provided by CORE, provided that such reproductions are for the private internal use of Customer, and all such reproductions bear CORE's copyright notices and other proprietary legends. 4.4 Injunctive Relief. Customer recognizes and acknowledges that any use or disclosure of the Proprietary Information by Customer in a manner inconsistent with the provision of this Agreement may cause CORE irreparable damage for which remedies other than injunctive relief may be inadequate. In the event of such a EXHIBIT H ATTACHMENT C CORE BT SUBSCRIPTION LICENSE TERMS ATN/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 159 of 172 H -C - 3