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REV: 01-13-25 LR
<br />i. Subject to the terms and conditions of this Agreement, and where applicable,
<br />Customer hereby grants to Populus during the Term of this Agreement, a non-
<br />transferable (except as provided herein), non-exclusive, fully paid-up, royalty-free
<br />license to access, use, modify, directly or through third parties, and create
<br />derivative works of Customer Content for the purpose of providing the Terminal
<br />Services. Customer represents and warrants that it has and will retain all
<br />necessary rights to provide that license to Populus.
<br />ii. Customer Rights and Warranties. Nothing contained herein shall be construed
<br />as Populus limiting Customer’s use of Customer Content at Customer’s
<br />discretion, subject to compliance with applicable law and the rights, if any, of any
<br />third party. Without limiting Customer’s ownership and use of Customer Content,
<br />by sharing or submitting Customer Content to Populus, Customer hereby
<br />represents and warrants to Populus that Customer owns Customer Content or has
<br />obtained from third parties all rights necessary to use and transfer Customer
<br />Content, including Mobility Data, to Populus in accordance with the terms of this
<br />Agreement without infringing on the rights of any such third party.
<br />iii. Sharing of Customer Content. On or as soon as reasonably practicable,
<br />Customer shall provide Populus with access to the Customer Content needed to
<br />provide Terminal Services, including Mobility Data, in a format mutually agreed
<br />upon by the Parties. Populus shall only grant access to those employees,
<br />contractors or consultants of Populus with reasonable need to access Customer
<br />Content, use commercially reasonable efforts to prevent unauthorized access or
<br />use of the Customer Content, and notify Customer promptly of any such
<br />unauthorized access or use known to Populus.
<br />iv. Limitations on Use of Mobility Data. Without limiting the terms of Section
<br />3(a), Populus will not, directly or indirectly:
<br />(1) rent, lease, distribute, sublicense, or loan the Mobility Data to any third
<br />party;
<br />(2) reverse engineer, disassemble, decompile, reverse compile, or create
<br />any derivative work from any part of the Mobility Data, except as
<br />expressly permitted herein;
<br />(3) otherwise use the Mobility Data in any manner prohibited by the
<br />Agreement.
<br />(4) Populus agrees to use the Mobility Data only in accordance with all
<br />applicable federal, state, or local laws, regulations and orders.
<br />b) Feedback. During the course of Customer and its Authorized Users’ use of Terminal
<br />Services pursuant to this Agreement, Customer and its Authorized Users may provide
<br />certain suggestions, enhancement requests, recommendations, corrections or other
<br />feedback or information to Populus about Terminal Services (collectively, “Feedback”).
<br />You hereby grant to Populus and its Affiliates a worldwide, perpetual, irrevocable,
<br />transferable, sublicensable, assignable and royalty-free license to modify, copy, distribute
<br />ATTY/AGR.2025.005/Populus Technologies, INC (SaaS Agreement) (Page 22 of 34)
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