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4.2 Ownership. Uptake will own all right, title, and interest (including all intellectual property
<br />rights) in and to any information and/or intellectual property created or generated by or on behalf of Uptake through its
<br />access, review, reproduction, modification, analysis, derivation, or any other use of the Data. Uptake will retain all right,
<br />title and interest in and to its proprietary data analytics ingestion engine, software tools, and platform.
<br />5. Term and Termination.
<br />5.1 Term. This Agreement will begin on the Effective Date and will continue until terminated in
<br />accordance with Section 5.2,
<br />5.2 Termination. Either party may terminate this Agreement immediately upon written notice of
<br />termination delivered to the other party.
<br />5.3 Survival. Upon the expiration or termination of this Agreement for any reason, the following
<br />sections will continue to govern the parties and any Data that was accessed by Uptake prior to such expiration or
<br />termination: 2 (Confidentiality), 4 (Ownership), 5.3 (Survival), 7 (Warranty Disclaimer), and 8 (General).
<br />6. Warranty. Data Provider expressly represents and warrants that it has the authority to allow Uptake to
<br />possess, transfer, and process the Data as necessary for the Purposes.
<br />7. _Warranty Disclaimer. EXCEPT ANY EXPRESS WARRANTIES THAT MAY BE MADE IN SECTION
<br />6 OF THIS AGREEMENT, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED,
<br />STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE AS TO ALL DATA, PRODUCTS, AND SERVICES, ARE HEREBY
<br />DISCLAIMED BY BOTH PARTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE
<br />DATA ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY WHATSOEVER.
<br />S. General.
<br />8.1 Governing Law, Jurisdiction and Venue. This Agreement will be governed by and
<br />interpreted in accordance with the laws of the State of Indiana, without reference to conflict of laws principles. The parties
<br />hereby expressly consent to the jurisdiction and venue of the courts located in St. Joseph County, Indiana, and the parties
<br />agree and submit to the personal and exclusive jurisdiction and venue of these courts. Each party may seek injunctive or
<br />other emergency relief in any competent court located in St. Joseph County, Indiana.
<br />8.2 Partial Invalidity. If any provision in this Agreement is found or be held to be invalid or
<br />unenforceable in any jurisdiction in which this Agreement is being performed, then the meaning of said provision will be
<br />construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such
<br />provision, it will be severed from the remainder of this Agreement, which will remain in full force and effect. In such
<br />event, the parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the
<br />parties' intent in entering into this Agreement.
<br />8.3 Independent Contractors. The parties hereto are independent contractors. Nothing contained
<br />herein or done in pursuance of this Agreement will constitute either party the agent of the other party for any purpose or
<br />in any sense whatsoever, or constitute the parties as partners or joint venturers.
<br />8.4 Publicity. Neither party shall make reference to the other party in a press release or any other
<br />written statement in connection with the subject matter of this Agreement without the other parry's prior consent, which
<br />consent shall not be unreasonably withheld, if it is intended for use in the news media. If there is no notice of disapproval
<br />within one hundred twenty (120) hours after delivery to the other party for its review, any press release or related materials
<br />delivered by the requesting party shall be deemed approved. Notwithstanding the foregoing, Uptake shall be permitted to
<br />use Data Provider's name in a list of partners, which may also include a brief description of the Purposes.
<br />8.5 Modification. No alteration, amendment, waiver, cancellation or any other change in any term
<br />or condition of this Agreement will be valid or binding on either party unless the same is mutually assented to in writing
<br />by both parties.
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