Software License Agreement - TokaySQL Software Upgrade and Three (3) Year’s Support

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a) All proprietary and intellectual property rights, title and interest, including copyright and trade secret rights in and to anything associated with the Software and the Al Content remains that of Al. As between AI and Customer, Customer exclusively owns all rights, title and interest in and to all of Customer's Content. b) Customer shall not (i) permit any third party to access the Software except as expressly permitted, (ii) create derivative works based on the Software, (iii) copy, frame or mirror any part or content of the Software, (iv) reverse engineer the Software, or (v) access the Software in order to build a competitive product or service, or copy any features, functions or graphics of the Software. c) Using the Software it is possible to collect aggregated anonymized data which is collected and stored without association with Personally Identifiable Information ("PII") and does not identify Customer in any way ("Aggregated Data"). All Aggregated Data is the property of Al and treated as Confidential Information. 5.2 "Confidential Information" means information concerning any information relating to the business and technology of either party which is not generally available to third parties and which is treated by the parties, in accordance with their policies, as confidential information or a trade secret and specifically includes the Software, either parties Content, business processes, information about either parties customers or users in any manner, shape or form or other like information. For the purposes of this Agreement, a party disclosing Confidential Information is a Discloser and the party receiving Confidential Information is a Recipient. Confidential Information does not include information which is: a) at the time of disclosure, or thereafter becomes part of the public domain without any violation of this Agreement by the Recipient; b) already in the Recipient's possession before disclosure of such information to the Recipient by the Discloser; c) following the Effective Date is furnished to the Recipient by a third party without that third party being in breach directly or indirectly of an obligation to the Discloser to keep such information secret confidential and secret; and d) developed independently by the Recipient without use of Discloser's Confidential Information as evidenced by reasonably detailed written records. 5.3 Confidentiality. The following terms apply to Confidential Information and the ownership thereof„ a) All Confidential Information is owned by the respective parties. b) Neither party will, at any time, whether before or after the termination of this Agreement, disclose, furnish, or make accessible to anyone any Confidential Information or permit the occurrence of any of the foregoing. c) Each party will hold the other's Confidential Information in confidence and will protect each other's Confidential Information with the same degree of care with which it treats its own Confidential Information, but in no case with any less degree than reasonable care. d) Confidential Information may be disclosed a party only to employees or consultants having a need -to -know provided such parties are bound by confidentiality obligations e) If Confidential Information is disclosed inadvertently the disclosing party will immediately notify the other party and will assist the other party in remedying the confidentiality breach. f) If Confidential Information is required to be disclosed pursuant to a valid subpoena, governmental order, judicial order or other operation of law the disclosing party will immediately notify the other party and will assist the other party seeking a protective order or other similar appropriate remedy in order to limit the Confidential Information disclosure to the extent possible or practicable. 6. Indemnification. 6.1. You will defend, indemnify, and hold harmless Al, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) your use of the Software (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you; (c) Your Content. Aquatic Informatics Software License Agreement