Subscription Agreement - Shotcaller Global, Inc. - Gun OPS Software License Renewal

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than its predecessor. 4. PAYMENT 4.1 Payment Terms; Suspension of Subscription. During the term of this Agreement, CUSTOMER agrees to compensate COMPANY for Services asset forth in Schedule A attached hereto. Unless otherwise noted -in Schedule_A, COMPANY will send invoices to CUSTOMER and all amounts due COMPANY Net 10 days in one annual installment. COMPANY reserves the right to suspend the subscription provided herein and CUSTOMER's access to the Services, Software and Service Data, without liability to CUSTOMER, and without notice to CUSTOMER, until such amounts are paid in full. The foregoing will not apply to amounts, if any, that are the subject of a good faith dispute between CUSTOMER and COMPANY. 4.2 Taxes. CUSTOMER will calculate and pay all VAT, duties, tariffs or charges of any kind (including withholding or value added taxes) imposed by any federal, state, or local governmental entity for the Services provided under this Agreement, excluding only taxes based solely on COMPANY's net income. CUSTOMER will hold COMPANY harmless from all claims and liability arising from CUSTOMER's failure to support or pay any such taxes, duties, tariffs or charges. 5. PROPRIETARY RIGHTS 5.1 Title to Technology. All Intellectual Property Rights pertaining to COMPANY, the Software, the Services and the Service Data, in whole or in part, will be, vest with and remain the exclusive property of COMPANY and its third party suppliers and licensors. 5.2 Title to Submitted Data. In full or partial consideration for COMPANY providing the Services and the Service Data to CUSTOMER, COMPANY may maintain in its database a copy of the Submitted Data. CUSTOMER agrees that COMPANY will have the perpetual right to maintain, access, and use the Submitted Data for its internal and commercial purposes, including for internal data indexing, data linkage, and data inferencing (including making inferences about a data subject's demographic data), in order to improve COMPANY's products and services. COMPANY may also use aggregated Submitted Data to create and provide aggregated analysis (such as control sets) to COMPANY's customers. 5. CONFIDENTIALITY 6.1 Nondisclosure of Confidential Information. Each Party will retain the other Party's Confidential Information in the strictest confidence and will not disclose such Confidential Information to any third party. Each Party agrees: (i) to use the Confidential Information only for the purposes of this Agreement in accordance with the terms of this Agreement; (ii) not to make copies of or store Confidential Information or any part thereof except as expressly permitted by this Agreement; (iii) to reproduce and maintain on any copies of any Confidential Information such proprietary legends or notices (whether of disclosing Party or a third party) as are contained in or on the original or as the disclosing Party may otherwise reasonably request in writing; and (iv) to treat this Agreement as Confidential Information of the other Party. The receiving Party will notify the disclosing Party in writing of any known unauthorized use, possession or disclosure of Confidential Information of the disclosing Party. The disclosing Party will have the sole right (but will be under no obligation) to take legal or other action against any third party with respect to any SUBSCRIPTION AGREEMENT FOR: