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REV: 12-20-24 MI
<br />hereunder will be billed in advance. The one-
<br />time Set-Up Fee will be billed on the Effective
<br />Date. The Subscription Fee will be first billed
<br />on the Effective Date, and thereafter will be
<br />billed annually on each anniversary of the
<br />Effective Date occurring in the term of this
<br />Agreement. Dropcountr may choose to bill
<br />through invoices, in which case full payment
<br />for any invoice must be received by
<br />Dropcountr within thirty (30) days after the
<br />mailing date of such invoice. Overdue
<br />payments will accrue interest at the rate of
<br />1% per month or the highest rate of interest
<br />allowed by law, whichever is lower. Utility will
<br />further be liable for, and shall to pay to
<br />Dropcountr promptly upon demand, all
<br />expenses of collection. Failure to timely pay
<br />any 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, title
<br />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 development
<br />work.
<br />1.38.Utility Data. As between Dropcountr
<br />and Utility, the Utility Data, and all intellectual
<br />property rights therein or relating thereto, are
<br />and shall remain the exclusive property of
<br />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, use
<br />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 activities
<br />contemplated by this Agreement in relation to
<br />such data; and (ii) comply with all applicable
<br />laws and regulations with respect to Utility’s
<br />use of the Platform Services and provision of
<br />data with respect thereto, including without
<br />limitation those pertaining to privacy, data
<br />security, and publicity. As between Utility and
<br />Dropcountr, Utility will be solely responsible
<br />for the foregoing matters, and Utility will
<br />indemnify Dropcountr for any liability arising
<br />from its failure to comply with this Section
<br />1.39. The foregoing does not relieve
<br />Dropcountr of its obligations with respect to
<br />maintaining the security and confidentiality of
<br />Customer Data and Utility Data as set forth
<br />in the 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 data
<br />(including Utility Data and Customer Data) or
<br />other information which it learns, acquires or
<br />obtains in connection with the performance
<br />of its obligations hereunder, within the scope
<br />of its regular business operations, including
<br />developing or operating data sets, algorithms
<br />or other analytical tools, or testing,
<br />implementing, integrating, developing or
<br />improving its products and services, and
<br />distributing or otherwise making available
<br />Dropcountr products and services to its
<br />customers. Notwithstanding the foregoing,
<br />ATTY/AGR.2024.239/Dropcountr, Inc. (Dropcountr) (Page 20 of 28)
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