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Schedule C
<br />Terms and Conditions
<br />SUBSCRIPTION AND SERVICES.
<br />1.1. Subscription and Services Provided by Company. Subject to Client's compliance with these terms and
<br />conditions and the associated Subscription Agreement and Schedules A and B attached hereto (collectively, this
<br />"Agreement"), including, without limitation, ensuring the payment in full of all applicable fees by Operators, Company
<br />agrees to provide Client with a subscription for use of a hosted software system with a shared database through which Client can
<br />record, manage and access information regarding the towing of vehicles, and individuals affected by towing in Entities'
<br />jurisdictions can obtain information pertaining to towed vehicles via the Internet as set forth on the Subscription Agreement (the
<br />"System").
<br />SYSTEM ACCESS RIGHTS AND RELATED SERVICES.
<br />2.1. Grant of System Access Rights. Subject to Client's compliance with the terms and conditions of this
<br />Agreement, including, without limitation, payment of applicable fees, Company hereby grants to Client, and Client hereby
<br />accepts, a limited, personal, non-exclusive, non-transferable, non-assignable, non-sublicensable subscription to access and
<br />use the System hosted on Company's server and accessible via the Internet and to use and display the client output from the
<br />System.
<br />2.2. Related Services. In connection with the System access rights, the Company agrees to (i) make the
<br />System accessible for data entry and review by Client; and (ii) launch a website that will permit the general public to search
<br />for and retrieve information pertaining to towed vehicles in Entities' jurisdictions.
<br />PROPRIETARY RIGHTS AND RESTRICTIONS.
<br />3.1. Intellectual Property Ownership. Client acknowledges and agrees (i) that Company retains all right, title,
<br />and interest in all intellectual property underlying or associated with the System, and (ii) that Company is not Client's
<br />employee, and no materials associated with the System are works made for hire. Company retains the exclusive right to
<br />reproduce, publish, sell, and license use of the System. At no time during the term of this Agreement or any time thereafter
<br />shall Client challenge the validity of any intellectual property rights, including any copyright, patent or trademark, asserted
<br />by the Company with respect to the System. Client further acknowledges that use of the System by Client has substantial
<br />commercial value to Client. The System includes commercial computer software programs developed exclusively at private
<br />expense.
<br />3.2. Use of and Rights in Transaction Data. Company and Client acknowledge and agree that in connection
<br />with Client's use of the System and Company's provision of services to Client in connection therewith, each of Client and
<br />Company shall have access to and may be called on to transmit, process and/or store certain transaction data, which may
<br />include personal, unique or sensitive information regarding towed vehicles and the owners thereof, and other information
<br />("Transaction Data"). Each Party hereto shall be solely responsible for the use, protection and security of all Transaction
<br />Data while it is processed or stored within such Party's systems; provided, however, that once any Transaction Data is
<br />transmitted to and received by Company, as between Company and Client, such Transaction Data shall become the sole
<br />property of Company, and Company shall exclusively own all right, title and interest in, and shall have the sole right to use
<br />and control, such Transaction Data. Notwithstanding the foregoing, to the extent Client retains any Transaction Data in
<br />which Company owns all rights, Client shall continue to fulfill its obligations to treat such Transaction Data as confidential
<br />information in accordance with this Agreement.
<br />3.3. Transaction Data. Each Party hereto shall be solely responsible for the use, protection and security of all
<br />Transaction Data while it is processed or stored within such Party's systems; provided, however, that once any Transaction
<br />Data is transmitted to and received by Company, as between Company and Client, such Transaction Data shall become the
<br />sole property of Company, and Company shall exclusively own all right, title and interest in, and shall have the sole right to
<br />Schedule C - Santa Ana Tow Operators
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