Appendix B
<br />Zencity Terms and Conditions
<br />1. SOFTWARE LICENSE & SUPPORT SERVICES
<br />1.1. Subject to the terms and conditions of these Zencity Terms and Conditions and of the applicable License Agreement (collectively, the
<br />"Agreement"), Zencity hereby grants to Customer a personal, non-exclusive, non -transferable limited licence to use the Licensed Program
<br />identified in the applicable License Agreement entered into by Zencity and Customer ("License Agreement") and the documentation and
<br />user manuals for the Licensed Program supplied by Zencity to Customer throughout the Term (the "Documentation").
<br />For the purposes of this Section 1.1, the term "use" shall be only in accordance with the confidentiality provisions of this Agreement and
<br />shall include the rights to use the Licensed Program only for the use of the Customer's organization, company or institution,
<br />For the purposes of this Section 1.1 the term "use" shall not include: (i) the right to make, use, or sell products incorporating the Licensed
<br />Program, or (ii) the right to sub -license the Licensed Program.
<br />No right is granted to the source code of the Licensed Program or to create derivative works thereof or to transfer ownership of the media
<br />containing such software except as a part of, or with, or for use in the equipment with which it operates.
<br />1.2. Routine customer support is available via email. Any claim will be answered within 24 hours of report. On or before the Effective Date,
<br />Customer and Zencity shall each designate a liaison as a respective point of contact for technical issues. Each party may change such liaison
<br />upon written notice from time to time at reasonable intervals. Zencity will not be obligated to provide support to any person other than
<br />the Customer's designated liaison.
<br />1.3. During the Term, Customer may have access to Updates upon request at no additional cost. "Updates" shall mean certain new features as
<br />determined by the company, or fixes of minor errors in the Licensed Program which are incorporated in a new release of the Licensed
<br />Program.
<br />1.4. Certain upgrades can be delivered to Customer upon commercial terms and conditions to be agreed upon. "Upgrades" shall mean
<br />enhancements, new functionalities which are added into the Licensed Program.
<br />2, RESTRICTIONS AND RESPONSIBILITIES
<br />2.1. Customer agrees not to, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code,
<br />object . ect code, or underlying structure, ideas, or algorithms of the Licensed Program, Documentation or data related to the Licensed Program,
<br />except to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based on the Licensed
<br />Program; or copy, reproduce, rent, lease, distribute, assign, sell, or otherwise dispose of the Licensed Program, in whole or in part, or
<br />otherwise commercially exploit, transfer, or encumber rights to the Licensed Program; or remove any proprietary notices.
<br />2.2. Customer will use the Licensed Program only in compliance with all applicable laws and regulations (including, but not limited to, any
<br />export restrictions),
<br />2.3. Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to, access or otherwise
<br />use the Licensed Program and Customer shall also be responsible for (a) ensuring that such equipment is compatible with the Licensed
<br />Program, (b) maintaining the security of such equipment, user accounts, passwords and flies, and (c) for all uses of Customer user accounts
<br />with or without Customer's knowledge or consent.
<br />3. PROPRIETARY RIGHTS. Zencity retains all right, title, and interest in the Licensed Program, Documentation and any future modifications and
<br />enhancements thereof, and all intellectual property rights (including all past, present, and future rights associated with works of authorship,
<br />including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights,
<br />patent rights, and any other proprietary rights in intellectual property of every kind and nature) therein. Customer is granted only a limited right
<br />of use to the Licensed Program and Documentation as set forth herein, which right of use is not coupled with an interest and is revocable in
<br />accordance with the terms of this Agreement.
<br />4. CONFIDENTIALITY. Each party (the "Receiving Party") agrees not to disclose (except as permitted herein) any Confidential Information of the
<br />other party (the "Disclosing Party") without the Disclosing Party's prior written consent. "Confidential Information" means all confidential
<br />business, technical, and financial information of the disclosing party that is marked as "Confidential" or an equivalent designation or that should
<br />reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including
<br />the terms of the applicable License Agreement). Zencity's Confidential Information includes, without limitation, the software underlying the
<br />Licensed Program and all Documentation. The Receiving Party agrees: (i) to use and disclose the Confidential Information only in connection
<br />with this Agreement; and (ii) to protect such Confidential Information using the measures that Receiving Party employs with respect to its own
<br />Confidential Information of similar nature, but in no event with less than reasonable care. Receiving Party shall, before receipt or usage of such
<br />Confidential Information inform its personnel of Receiving Party's confidentiality obligations under this Agreement. Notwithstanding the
<br />foregoing, Confidential Information does not include information that: (i) has become publicly known through no breach by the Receiving Party;
<br />(ii) was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (iii) is independently developed
<br />by the Receiving Party without access to such Confidential Information. Notwithstanding the above, the Receiving Party may disclose
<br />Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an
<br />opportunity to oppose or limit disclosure is given to the Disclosing Party.
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