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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />" YAN L. SUTLER, CLERK
<br />9.1 Each party retains all respective intellectual property rights, including all patent, copyright and trademark
<br />rights in any materials, software or processes belonging to it, its subsidiaries or Affiliates, including but not
<br />limited to rights accruing by virtue of applicable federal, state, or common law protections for copyright,
<br />patent, trade secret, and trademark and/or service mark rights. In the event either party discovers a violation of
<br />such proprietary rights, that party, for itself and on behalf of its subsidiaries and Affiliates, expressly reserves
<br />the right to seek or pursue in an appropriate state or federal court all available remedies for the infringement of
<br />such rights. Except for any distribution rights granted to either party by the other under this Agreement, neither
<br />party grants any other rights or licenses to the other. Employer may not alter or supplement documents
<br />provided to Employer's employees in furtherance of opening a Lively account or any other document
<br />containing Lively's, or any other entity which is the custodian of monies, name without Lively's prior written
<br />consent.
<br />9.2 Except as described herein and further in section 9.4 of this Agreement, parties shall not use any logo,
<br />trademark, service mark, trade name, or image of the respective owner whether any of the foregoing are
<br />registered or unregistered; or otherwise protected or protectable under state or federal law (each a "Logo") in
<br />any manner other than as is expressly authorized in writing by an authorized representative of the owner. A
<br />requesting party shall submit to the owner for prior written approval all proposed uses of the Logos, and shall
<br />not use any Logo without such approval. The owner reserves the right to review any approved use of the
<br />Logos and to require changes in such further use (such changes may include discontinuing the use, in the
<br />owner's sole discretion), and requesting party agrees to comply with any such requirements. The requesting
<br />party acknowledges and agrees that: (i) it shall not use any Logo in a manner likely to diminish their
<br />commercial value; (ii) it shall not knowingly permit any third party to use the Logos unless authorized to do so
<br />in writing by the owner; (iii) it shall not knowingly use or permit the use of any logo, trademark, service mark,
<br />name, or image likely to cause confusion with a Logo; (iv) any and all goodwill associated with a requesting
<br />party's use of any and all Logo(s) shall inure to the owner, its successors in interest, and assigns; (v) the Logos
<br />are and shall remain the sole property of the owner; (vi) nothing in this Agreement or any written authorization
<br />shall confer in the requesting party any right of ownership in any Logos, and the requesting party shall not
<br />make any representation to the effect, or use the Logos in a manner that suggests that such rights are
<br />conferred; and (vii) the requesting party shall not now or in the future contest the validity of any Logos.
<br />Notwithstanding the foregoing, Lively may use Employer Logo in internal materials or for investor related
<br />activity without prior written consent of Employer.
<br />9.3 Lively and the Employer may provide links to each other's websites. Lively hereby grants to Employer,
<br />during the term of this Agreement, a non-exclusive, non -transferable, limited license to copy, display, and to
<br />use and transmit on and via the Internet the following Lively -owned Uniform Resource Locator ("URL"):
<br />https://www.livelyme.cQm or similar URL designated by Lively ("Lively Link"). The license with respect to
<br />Lively Link shall be limited to the placement of the link on the Employer website. The link will direct a user,
<br />by clicking on the link, to automatically transfer the user's screen page directly to Lively's designated web
<br />page, and to no other location. Employer hereby grants to Lively, during the term of this Agreement, a non-
<br />exclusive, non -transferable, limited license to copy, display, and to use and transmit on and via the Internet to a
<br />Employer owned Uniform Resource Locator ("URL") designated by Employer ("Employer Link"). The
<br />license with respect to the Employer Link shall be limited to the placement of the link on Lively website. The
<br />link will direct a user, by clicking on the link, to automatically transfer the user's screen page directly to the
<br />Employer's designated web page, and to no other location.
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