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REV: 03-17-23 MI
<br />Platform Services, Utility shall pay to
<br />Dropcountr the corresponding fees set forth
<br />in this Agreement, which shall include a
<br />one-time implementation fee (the “Set-up
<br />Fee”) and an annual subscription fee (the
<br />“Subscription Fee”).
<br />1.34.Invoices; Payment. All Fees accruing
<br />hereunder will be billed in advance. The
<br />one-time Set-Up Fee will be billed on the
<br />Effective Date. The Subscription Fee will be
<br />first billed on the Effective Date, and
<br />thereafter will be billed annually on each
<br />anniversary of the Effective Date occurring
<br />in the term of this Agreement. Dropcountr
<br />may choose to bill through invoices, in
<br />which case full payment for any invoice
<br />must be received by Dropcountr within thirty
<br />(30) days after the mailing date of such
<br />invoice. Overdue payments will accrue
<br />interest at the rate of 1% per month or the
<br />highest rate of interest allowed by law,
<br />whichever is lower. Utility will further be
<br />liable for, and shall to pay to Dropcountr
<br />promptly upon demand, all expenses of
<br />collection. Failure to timely pay any
<br />amounts due hereunder may result in
<br />immediate termination of the Agreement.
<br />1.35.Taxes. The Fees and any other
<br />charges specified in this Agreement are
<br />exclusive of taxes, duties, levies, tariffs, and
<br />other governmental charges levied by the
<br />State of California (including, without
<br />limitation, sales tax) (collectively, “Taxes”).
<br />Utility shall be responsible for payment of all
<br />Taxes and any related interest and/or
<br />penalties resulting from any payments made
<br />hereunder, other than any taxes based on
<br />Dropcountr’s net income.
<br />1.36.OWNERSHIP
<br />1.37.Dropcountr IP. As between Dropcountr
<br />and Utility, Dropcountr shall own all right,
<br />title and interest in and to (i) the Platform
<br />Services and all software and other
<br />technologies embodied in or used to provide
<br />the Platform Services, including all
<br />improvements, enhancements, or
<br />modifications thereto, (ii) any updates,
<br />improvements, enhancements, derivative
<br />works, other materials, processes, or know-
<br />how based on or relating to the Platform
<br />Services, or as otherwise may be utilized or
<br />created by Dropcountr in performance of its
<br />obligations hereunder, and (iii) all intellectual
<br />property rights relating to any of the
<br />foregoing. If Dropcountr performs any
<br />development work in relation to the Platform
<br />Services, whether or not pursuant to a SOW,
<br />and including any customizations or
<br />modifications that Dropcountr may make in
<br />response to Utility’s requests or suggestions,
<br />Dropcountr solely retains all intellectual
<br />property rights arising from such
<br />development work.
<br />1.38.Utility Data. As between Dropcountr
<br />and Utility, the Utility Data, and all
<br />intellectual property rights therein or relating
<br />thereto, are and shall remain the exclusive
<br />property of Utility.
<br />1.39.Customer Data. Utility agrees to (i)
<br />obtain all third-party consents or approvals
<br />that may be necessary for the collection,
<br />use and transmission of the data, including
<br />Customer Data and Utility Data, sent to or
<br />used in the operation of the Platform
<br />Services and for all of Dropcountr’s
<br />activities contemplated by this Agreement in
<br />relation to such data; and (ii) comply with all
<br />applicable laws and regulations with respect
<br />to Utility’s use of the Platform Services and
<br />provision of data with respect thereto,
<br />including without limitation those pertaining
<br />to privacy, data security, and publicity. As
<br />between Utility and Dropcountr, Utility will
<br />be solely responsible for the foregoing
<br />matters, and Utility will indemnify
<br />Dropcountr for any liability arising from its
<br />failure to comply with this Section 1.39. The
<br />foregoing does not relieve Dropcountr of its
<br />obligations with respect to maintaining the
<br />security and confidentiality of Customer
<br />Data and Utility Data as set forth in the
<br />Agreement and compliance with all
<br />applicable federal and state laws with
<br />respect to Dropcountr’s use of such data.
<br />1.40.Use of Utility Data. Notwithstanding
<br />anything herein or in the Agreement or any
<br />SOW to the contrary, Utility grants to
<br />Dropcountr the perpetual right to, among
<br />other things, examine, use, extract, model,
<br />manipulate, collate, analyze, create analysis
<br />using, reproduce and otherwise use any
<br />data (including Utility Data and Customer
<br />Data) or other information which it learns,
<br />acquires or obtains in connection with the
<br />ATTY/AGR.2023.056/Dropcountr, Inc. (Water Utility Customer Portal) (Page 23 of 32)
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