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license throughout the world during the Term and such additional periods, if any, as Contractor is required to provide any
Technology Platform, to: (i) access and use the Technology Platform, including in operation with other software, hardware,
systems, networks, and Technology Platform, for TEA’s permitted uses; (ii) generate, print, copy, upload, download, store and
otherwise process all graphical user interfaces, audio, visual, digital, and other output, displays, and content as may result from
any access to or use of the Technology Platform; (iii) prepare, reproduce, print, download and use as many copies of the
documentation as may be necessary or useful for any use of the Technology Platform under this Contract; (iv) access and use
the Technology Platform for all such non-production uses and applications as may be necessary or useful for the effective use
of the Technology Platform as permitted hereunder, including for purposes of analysis, development, configuration, integration,
testing, training, maintenance, support, and repair, which access and use will be without charge and shall not be included for
any purpose in any calculation of TEA’s or its Authorized Users’ use of the Technology Platform, including for purposes of
assessing any fees or other consideration payable to Contractor or determining any excess use of the Technology Platform as
described in an order; and (v) perform, display, execute, reproduce, and modify (including to create improvements and
derivative works of), and distribute and otherwise make available to Authorized Users, any Technology Platform solely to the
extent necessary to access or use the Technology Platform in accordance with the terms and conditions of this Contract.
(b) Technology Platform Service Levels and Service Credits: Contractor shall make the Technology Platform available to
Authorized Users in accordance with Attachment F and provide the Service Credits set forth in Attachment F for any failure to
meet the agreed upon service levels.
(c) Technical Support Service Levels: Contractor shall provide Authorized Users with technical support in accordance with
Attachment F.
(d) No Indemnities for Authorized Users: The Parties hereby acknowledge and agree that since (i) Contractor controls the
means of access to the Technology Platform, and (ii) because TEA is prohibited by law from indemnifying third parties, TEA
shall have no responsibility or liability for: (1) verifying or enforcing whether an Authorized User is a bona fide Authorized User;
(2) creating, distributing or enforcing login credentials; (3) controlling whether or not access to the Technology Platform is limited
to Authorized Users; (4) enforcing or controlling Authorized Users’ use of the Contractor Materials or the Technology Platform;
(5) limiting Authorized Users’ use of the Contractor Materials and the Technology Platform to Non-Commercial uses; (6) use of
Contractor Materials, or the Technology Platform by Authorized Users; (7) any other failures of, or actions by, any Authorized
User in connection with this Contract, other than the willful actions of TEA or its employees; or (8) adherence to any Technology
Platform user agreement provisions.
15. Intellectual Property
(a) Ownership and License to Works Components
Contractor agrees that all Works (as defined above) are, upon creation, works made for hire and the sole property of TEA.
Contractor and its officers, directors, employees, agents, representatives and subcontractors shall have no rights therein. If the
Works are, under applicable law, not considered works made for hire, Contractor hereby assigns to TEA all worldwide
ownership of all rights, including, but not limited to, the Intellectual Property Rights, in the Works, all works based upon, derived
from or incorporating the Works, all income, royalties, damages, claims and payments now or hereafter due or payable with
respect thereto, all causes of action, either in law or in equity for past, present, or future infringement based on the Intellectual
Property Rights, and all rights corresponding to the foregoing. Contractor agrees to execute all papers and to perform such
other actions, as TEA may deem necessary to secure for TEA or its designee the rights herein assigned, without the necessity
of any further consideration, and TEA can obtain and hold in its own name all such rights to the Works. Contractor agrees to
maintain written agreements with all officers, directors, employees, agents, representatives and subcontractors engaged by
Contractor for the Contract Project, granting Contractor rights sufficient to support the performance and grant of rights to TEA
by Contractor. Copies of such agreements shall be provided to TEA promptly upon request.
In the event that Contractor has any rights in and to the Works that cannot be assigned to TEA, Contractor hereby grants to
TEA an exclusive, worldwide, royalty-free, irrevocable, and perpetual license to directly and indirectly reproduce, distribute,
modify, publicly perform and publicly display the Works, prepare derivative works to the Works, and to make, have made, use,
sell and offer for sale any products developed by practicing such license rights, and to otherwise use such license rights, with
the right to sublicense such rights through multiple levels of sublicenses.
If any preexisting rights are embodied in the Works, Contractor grants to TEA the irrevocable, perpetual, non-exclusive,
worldwide, royalty-free right and license to (a) use, execute, reproduce, display, perform, distribute copies of, and prepare
derivative works based upon such preexisting rights and any derivative works thereof and (b) authorize others to do any or all
of the foregoing. Contractor agrees to notify TEA on delivery of the Works if they include any such preexisting rights. On request,
Contractor will provide TEA with documentation indicating a third party’s written approval for Contractor to use any preexisting
rights that may be embodied or reflected in the Works.
Contractor represents and warrants that (i) it has the authority to grant the rights herein granted, (ii) it has not assigned or
transferred any right, title, or interest in the Works or Intellectual Property Rights that would conflict with its obligations under
the Contract, and Contractor will not enter into any such agreements, and (iii) the Works will be original and will not infringe any
Intellectual Property Rights of any other person or entity. These representations and warranties will survive the termination of
the Contract.