Agmt25 Populus Technologies, Inc.

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REV: 01-13-25 LR and incorporate into the Products (without requirement of attribution or payment to you of any kind) any such Feedback. 4) Limited Use of Customer’s Trademark. a) Without the prior written consent of Customer, Populus shall not make any use of Customer’s name and logo or logos (the “Licensed Marks”) on Populus’s marketing materials or reference Customer as a Populus customer therein. Customer reserves all rights not expressly granted to Populus under this Agreement. b) Populus acknowledges that: i) Customer is the owner of the Licensed Marks and all goodwill related thereto, and ii) all use of the Licensed Marks under this Agreement and any goodwill accruing from such use will inure solely to the benefit of the Customer. iii) If Populus acquires any rights in the Licensed Marks, by operation of law or otherwise, Populus hereby irrevocably assigns such rights to Customer without further action by any of the Parties. Populus agrees not to dispute or challenge Customer’s rights in and to the Licensed Marks or the validity of the Licensed Marks. Populus agrees that it shall not, during the Term or thereafter, directly or indirectly: 1) take, omit to take, or permit any action which will or may dilute the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or with the Customer, or which will or may invalidate or jeopardize any registration of the Licensed Marks; or 2) apply for, or obtain, or assist anyone in applying for or obtaining any registration of the Licensed Marks, or any trademark, service mark, trade name, or other indicia confusingly similar to the Licensed Marks. 5) Ownership. Except as expressly set forth in this Agreement, Populus, and its licensors, retains all right, title and interest in and to the Terminal Services, and all intellectual property rights therein. Nothing in this Agreement shall be construed as granting to Customer or any Authorized User any rights in or to the Terminal Services, except for the limited access and use rights set forth herein. Populus reserves all rights not expressly granted to Customer under this Agreement. In the event Customer acquires any ownership rights, title or interest in or to the Terminal Services, Customer shall and hereby does assign to Populus, Customer’s entire right, title and interest to the Terminal Services, including all intellectual property rights therein. 6) Fees and Payment. Customer agrees to pay Populus any fees as mutually agreed upon in each written Order by the Parties (“License Fees”). All payments must be made in U.S. dollars. All payment obligations are non-cancelable, and all amounts paid are non-refundable unless this Agreement is terminated by City due to a default by Populus, in which case any License Fees will be refunded for that period following the effective date of termination. The License Fees ATTY/AGR.2025.005/Populus Technologies, INC (SaaS Agreement) (Page 23 of 34)