Agmt 2015 eLock Technologies LLC

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hour will be retained by eLock,and that any remaining revenue will be transferred to OWNER on an annual basis. Alternatively,if the base rental rate is set below$0.05 per hour,OWNER agrees to compensate ELOCK for the difference between the actual rental rate and$0.10 per hour. 4.7. PRIMARY CONTACT To facilitate ELOCK's provision of the services described in section 6,ELOCK shall be the primary contact for USERs. ELOCK's(dba"BikeLink")contact information shall be displayed prominently at BikeLinkTM locations so USERs know who to contact for assistance. 4.8. USE OF FACILITY-SPECIFIC USAGE DATA For research and marketing purposes,ELOCK retains the right to collect and publish facility-specific usage data.ELOCK shall report usage data only in aggregate and shall not publicly disclose any user- specific details. 4.9. TRANSFERABILITY Upon transfer of ownership or jurisdiction of BikeLinkTM equipment by OWNER to another entity, OWNER agrees to provide a copy of this License to that entity and the new owner or entity shall be bound by the terms herein. 4.10.LIMITATIONS ON TRANSFERABILITY The Software may only be used in connection with the BikeLinkTM facility or equipment as provided under applicable quote and purchase order or in fulfillment of the specified contract.OWNER may not use,copy or transfer the Software except as permitted herein.OWNER may not sublicense,rent,lease,assign or transfer the Software;provided,however that this License may be transferred to a third party who acquires the BikeLinkTM facility or equipment and who agrees to be bound by the terms of this License. 4.11.EXCLUSIONS This License does not cover custom software that may in the past or future be developed for OWNER or other customers of ELOCK. 4.12.COPYRIGHT The Software is protected by copyright laws and international copyright treaties.OWNER may NOT:remove, decompile,reverse engineer,disassemble,modify,adapt,translate,overwrite,reprogram,or create derivative works based upon the Software or any part thereof. 4.13.UNAUTHORIZED REMOVAL Any unauthorized removal of the Software,or the installation of any third-party software to be used in conjunction with the Software,shall void the Limited Product Warranty,and result in termination of this License. 4.14.LIMITED PRODUCT WARRANTY The Limited Product Warranty,incorporated herein by reference,contains the complete and exclusive warranty with respect to the Software licensed hereunder. 4.15.1 NTELLECTUAL PROPERTY The Software is the property and pre-existing work product of ELOCK.OWNER shall not acquire any rights,including intellectual property rights of any kind or nature,in the Software other than the license set forth herein.This provision extends to new software or software improvements that may be created after this license takes effect. 4.16.CONFIDENTIALITY The Software is the proprietary information of ELOCK and constitutes the confidential information and trade secrets of ELOCK,and may not be disclosed by OWNER to any person. 4.17.JURISDICTION This License will be-governed by and construed in accordance with the laws of the State of California, United States(excluding conflicts of laws),and shall inure to the benefit of ELOCK and its successors and assigns.If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law,that provision will be enforced to the maximum extent permissible and the remaining provisions of this License will remain in full force and effect.Any notices or other communications to be sent to ELOCK must be mailed by certified mail to the following address: eLock Technologies,LLC 800 Heinz Avenue Suite 11 Berkeley,CA 94710 U.S.A. S. ONGOING SERVICES COVERED BY RENTAL REVENUE 5.1. ACCESS DEVICE PRODUCTION & PROGRAMMING. ELOCK shall produce and program ACCESS DEVICEs that are compatible with the current version of BikeLinkTM Software. 5.2. ACCESS DEVICE DISTRIBUTION & ACTIVATION. ELOCK shall maintain an inventory of access devices,and shall provide the following related services: • Distribution of ACCESS DEVICEs to retail vendors.