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5.6.8. any breach of or noncompliance with any provision of this Agreement by Customer or any of its
<br />Representatives or any Force Majeure Event (including abnormal physical or electrical stress).
<br />5.7. Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement
<br />grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support
<br />Services, Professional Services, Solutions, or Third -Party Materials, whether expressly, by implication,
<br />estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third -Party Materials are and
<br />will remain with CentralSquare and the respective rights holders.
<br />5.8. Changes. CentralSquare reserves the right, in its sole discretion, to make any changes to the Support
<br />Services and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or delivery
<br />of CentralSquare's services to its customers, the competitive strength of or market for CentralSquare's
<br />services, or the Support Services' cost efficiency or performance; or (b) to comply with applicable law.
<br />Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes
<br />to particular Support Services, Professional Services or their product suite of Solutions. The parties shall
<br />evaluate and, if agreed, implement all such requested changes. No requested changes will be effective
<br />unless and until memorialized in a written amendment to this agreement signed by both parties.
<br />5.9. Subcontractors. Customer and CentralSquare recognize and agree that this Agreement contemplates
<br />personal performance by CentralSquare and is based upon a determination of CentralSquare's unique
<br />personal competence, experience, and specialized personal knowledge. Moreover, a substantial
<br />inducement to Customer for entering into this Agreement was and is the professional reputation and
<br />competence of CentralSquare.
<br />5.10. Security Measures. The Solution may contain technological measures designed to prevent unauthorized
<br />or illegal use of the Solution. Customer acknowledges and agrees that: (a) CentralSquare may use these
<br />and other lawful measures to verify compliance with the terms of this Agreement and enforce
<br />CentralSquare's rights, including all Intellectual Property Rights, in and to the Solution; (b) CentralSquare
<br />may deny any individual access to and/or use of the Solution if CentralSquare , in its reasonable
<br />discretion, believes that person's use of the Solution would violate any provision of this Agreement,
<br />regardless of whether Customer designated that person as an Authorized User; and (c) CentralSquare
<br />may collect, maintain, process, use and disclose technical, diagnostic and related non -identifiable data
<br />gathered periodically which may lead to improvements in the performance and security of the Solutions.
<br />6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions
<br />except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of
<br />the foregoing, Customer shall not, except as this Agreement expressly permits:
<br />6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell,
<br />sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person,
<br />including on or in connection with the internet or any time-sharing, service bureau, software as a service,
<br />cloud, or other technology or service;
<br />6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access
<br />to the source code of the Solutions, in whole or in part;
<br />6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other
<br />than by an Authorized User through the use of his or her own then valid access;
<br />6.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information
<br />or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
<br />6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
<br />CentralSquare Systems, or CentralSquare 's provision of services to any third -party, in whole or in part;
<br />6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or
<br />disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices
<br />from any Documentation or Solutions, including any copy thereof;
<br />6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise
<br />violates any Intellectual Property Right or other right of any third -party, or that violates any applicable law;
<br />6.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development,
<br />provision, or use of a competing software service or product or any other purpose that is to CentralSquare
<br />'s detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of
<br />the authorization granted under this Section.
<br />REV: 12-22-2020 PR
<br />ATTY/AGR.2020.307/Central Square (Page 5 of 26)
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