What is the Licensee's obligation regarding the use of the Byrider Licensed System?

s otherwise provided in the Franchise Agreement.

• 1. License. Subject to all the terms and conditions of this Agreement and the Franchise Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive, indivisible, non-transferable license to access and use the Licensed System in a manner consistent with the terms of this Agreement. Such license is provided for the sole purpose of allowing Licensee access to the functions of the Licensed System necessary to obtain the Services for the sole use of Licensee's automobile sales business pursuant to and in accordance with the Franchise Agreement. It is the responsibility of the Licensee alone to ensure that the Licensed System fulfills the individual requirements and goals of the Licensee. This license extends only to use for Licensee's own internal automobile sales business purposes and not for any direct or indirect benefit of third parties. Licensee agrees to access the Licensed System only by means of the equipment and procedures substantially similar to those designated in Appendix A attached hereto and incorporated herein by reference. Licensee agrees to use the Licensed System solely for the purposes of business initiated and conducted at the location specified in Appendix C, and additional locations may not be added without Licensor's approval. Licensee shall not use or access the Licensed System in connection with the performance of data processing services or as a service bureau for any third person. Licensee further agrees that it shall not use the Licensed System or transmit data to, through, or from the Hosting Facility in any manner that is contrary to any law or regulation of the United States or any state or country where Licensee is located. Licensee shall, at all times, use the Licensed System and access the Hosting Facility as directed by the Licensor from time to time. The components of the Licensed System may be changed from time to time at the Licensor's sole discretion.
• 1. Transmission of Data and Use of Services. Except as may be provided in this Agreement, Licensee shall be solely responsible for communications and transmission of any and all data and information of any kind between Licensee and the Licensed System/Hosting Facility (hereinafter "Customer Data"). Licensee assumes exclusive responsibility for the consequences of any instructions Licensee may give Licensor, for Licensee's failure to properly access the Licensed System in the manner prescribed by Licensor, and for Licensee's failure to supply accurate, timely, and/or complete input information. All network connectivity to and from the Licensed System and Hosting Facility is the responsibility of the Licensee and must be by means of secured network connections and controlled devices. Network configuration and access, anti-virus tools, firewalls, VPN tools, wireless access points, and possibly other means must be installed, maintained, and activated by the Licensee as directed by the Licensor. Licensee is responsible for choosing its network carrier, associated costs, and service levels. Licensor reserves the right to immediately suspend Licensee's network connectivity and use of the Licensed System if the Licensor believes in good faith that the Licensee poses a threat to the Licensed System or Licensor due to viruses, worms, hacking, or any other situation that presents reasonable dangers. Upon a showing that Licensee's use no longer poses such a threat, then Licensor shall reactivate Licensee's use of the Licensed System.
• 1. Undertakings of Licensor. In accordance with the terms of this Agreement, Licensor agrees to:
  • a) Make its commercially reasonable efforts to maintain the Licensed System in operation twenty-four (24) hours a day, seven (7) days a week except for periods of scheduled maintenance;

• b) Use its commercially reasonable efforts to provide the Services in a manner that protects information transmitted by Licensor from unauthorized interception, modification, or replication; and

• c) Provide computer hardware and support for such hardware as detailed in this Agreement.

• 1. Retention of Title. Licensee agrees that all title, ownership, intellectual property rights, and similar rights, in and of the Licensed Software and Licensed Documentation and all copies in whole or in part thereof shall at all times remain with Licensor. Such intellectual property rights include, but are not limited to, patent, trademark, copyright, and/or trade secret rights. Licensee shall keep the Licensed Software and Licensed Documentation free and clear of all claims, liens, and encumbrances. Any act of Licensee purporting to create a claim, lien, or encumbrance on the Licensed Software and Licensed Documentation shall be void.

Source: Item 23 — Receipts (FDD pages 88–335)