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5. DATA LICENSE. Customer grants Zencity a non-exclusive, transferable, perpetual, worldwide, and royalty -free license to use any data or
<br />information provided by Customer for use in, by or in connection with the Licensed Program, any information collected, and/or any analysis of
<br />any such information conducted by the Licensed Program,
<br />6. PAYMENT OF FEES. The fees for the Licensed Program ("Fees") are set forth in the applicable License Agreement. The Customer will be billed
<br />for the fiffl term specified in the applicable License Agreement on date of first onboarding. Customer shall pay all Fees within thirty (30) days
<br />after the date of Zencity's invoice.
<br />7. TERM & TERMINATION
<br />7.1. Subject to compliance with all terms and conditions, the term of this Agreement shall be from the Effective Date and shall continue until
<br />the End Date specified on page one (1) of the Agreement (the "Term") unless terminated earlier in accordance with the terms and conditions
<br />of this Section 7. After the first Term, this agreement shall be automatically renewed every year with same terms and conditions, unless
<br />expressly terminated by written notice by one party to the other three (3) months before the automatic renewal date. If either party
<br />materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non -breaching party
<br />(ten (10) days in the case of non-payment), the non -breaching party may terminate this Agreement immediately upon notice.
<br />7.2. Upon termination, Customer will pay in full for the Licensed Program up to and including the effective date of termination. Upon any
<br />termination of this Agreement: (a) the license of the Licensed Program hereunder shall immediately terminate; and (b) each party shall
<br />return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession.
<br />7.3. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation,
<br />accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
<br />8.1. Zencity represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement; and (ii) the
<br />Licensed Program shall perform in accordance with generally prevailing industry standards.
<br />K2. Customer represents and warrants that (i) it has all right and authority necessary to enter into and perform this Agreement; (ii) it owns all
<br />right, title, and interest in and to all data provided to Zencity (if any) for use in connection with this Agreement, or possesses the necessary
<br />authorization thereto; and (iii) Zencity's use of such materials in connection herewith will not violate the rights of any third party.
<br />8.3. ZENCITY DOES NOT WARRANT THAT' USE OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE; NOR
<br />DOES IT MAKE ANY WARRANTY ASTO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LICENSED PROGRAM.
<br />EXCEPT AS SET FORTH IN THIS SECTION 8, THE LICENSED PROGRAM IS PROVIDED "AS IS" AND ZENCITY DISCLAIMS ALL
<br />WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT' LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. ZENCITY DOES NOT WARRANT THAT ANY OR
<br />ALL FAILURES, DEFECTS OR ERRORS WILL BE CORRECTED, OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE
<br />LICENSED PROGRAM WILL MEET CUSTOMERS REQUIREMENTS.
<br />9. LIMITATION OF LIABILITY, NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
<br />EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED
<br />TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT' LIABILITY, OR OTHER THEORY (A) FOR ERROR OR
<br />INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
<br />SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
<br />DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED
<br />OF' THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY
<br />FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO
<br />ZENCITY (OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE LICENSED PROGRAM UNDER THIS AGREEMENT IN THE 12
<br />MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
<br />10. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable License
<br />Agreement. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this
<br />Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of
<br />performance by any third party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed
<br />or prevented from performing. Zencity shall have the right to use and display Customer's logos and trade names for marketing and promotional
<br />purposes in connection with Zencity's website and marketing materials, subject to Customer's trademark usage guidelines (as provided to
<br />Zencity). If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum
<br />extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable, This Agreement is not assignable or
<br />transferable by either party without the other party's prior written consent, provided however that either party may assign this Agreement to a
<br />successor to all or substantially all of its business or assets. This Agreement (including the license Agreement) is the complete and exclusive
<br />statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and
<br />other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties.
<br />No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to
<br />bind the other party in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to
<br />recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received,
<br />if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day
<br />delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This
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