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b. SENSYS GA"TSO MAKES NO WARRANTY THAT THE SERVICES, THE EQUIPMENT
<br />OR THE SYSTEM WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE
<br />SERVICES AND SYSTEMS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
<br />ERROR FREE; NOR DOES SENSYS GATSO MAKE ANY WARRANTY AS TO THE
<br />RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE
<br />EQUIPMENT OR THE SYSTEM. THE PROGRAM DATA AND PROGRAM MATERIALS
<br />ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.
<br />5.2. Ownership: Licenses.
<br />5.2.1. Pro -ram Data. Customer shall retain all right, title and interest in and to any information, data,
<br />study findings, or report content created by Sensys Gatso related specifically to the Program or its
<br />operation ("Program Data"). Customer grants to Sensys Gatso: (a) a non-exclusive, worldwide,
<br />royalty -free, fully paid up, sublicensable, non-transferrable right and license during the Term to
<br />copy, distribute, display and create derivative works of and use Program Data solely to perform the
<br />Services; and (b) a perpetual, irrevocable, non-exclusive, worldwide, royalty -free, fully paid up,
<br />right and license to use Program Data solely in an aggregated, de -identified and/or anonymized
<br />format such that Customer, its personnel and violators are not identified, in order to evaluate and
<br />enhance Sensys Gatso's systems and services. Sensys Gatso and its affiliates may identify Customer
<br />as an entity utilizing the Services and the System in its marketing materials, including but not limited
<br />to its website and proposals to perform the same or similar Services for others, without the prior
<br />written consent of Customer.
<br />5.2.2. Prouram Materials. Sensys Gatso shall retain all right, title and interest in and to any information,
<br />data, software (including with respect to any System integration performed by or on behalf of Sensys
<br />Gatso), templates, studies, reports or other documents, including Training Materials, Pamphlets, and
<br />other materials used generally by Sensys Gatso in performing services for its clients ("Program
<br />Materials"). Sensys Gatso grants to Customer a non-exclusive, royalty -free, fully paid up, non-
<br />sublicensable, non-transferrable right and license during the Term to create a limited number of
<br />copies, distribute, display and create derivative works of and use, Program Materials solely by its
<br />authorized personnel for Customer's internal use in connection with the Services.
<br />5.2.3. Customer Marks. Customer hereby grants to Sensys Gatso and its affiliates a non-exclusive, non-
<br />transferable, sublicensable, license during the Term to use, reproduce, display, and distribute the
<br />Customer name, seal, logo, domain name and other marks owned or controlled by Customer
<br />("Customer Marks") solely in connection with the Program Materials and as otherwise required in
<br />connection with the performance of the Services. Sensys Gatso will provide Customer the
<br />opportunity to review and approve all uses of the Customer Marks. Notwithstanding the foregoing,
<br />Sensys Gatso and its affiliates may identify the Customer as an entity utilizing the Services in its
<br />marketing materials, including but not limited to its website and proposals to perform the same or
<br />similar services for others, without the prior written consent of Customer. Nothing in this
<br />Agreement grants the Customer any right to use the name, logo or other marks of Sensys Gatso or
<br />its affiliates except as incorporated in Program Data and Program Materials, or otherwise with the
<br />prior written consent of Sensys Gatso.
<br />5.3. Indemnification Obli =ate ions.
<br />5.3.1. Sensys Gatso shall indemnify, defend, and hold harmless Customer and its elected officials,
<br />officers, employees, agents, attorneys, representatives, and permitted assigns and all persons acting
<br />through, by, under or in concert with them (the "Customer Indemnitees") from and against any and
<br />all third party claims arising out of or related to:
<br />a. any material breach of the representations and warranties of Sensys Gatso set forth in Section
<br />5.1.1;
<br />Sensys Gatso USA, Inc.
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