Common use of Intellectual Property; Data Privacy Clause in Contracts

Intellectual Property; Data Privacy. (a) Each of the Company and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding Contracts, or otherwise has the right to use all Intellectual Property used, held for use or necessary for the operation of the business of the Company and its Subsidiaries (collectively, the “Company Intellectual Property”) free and clear of all Liens (other than Permitted Liens), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Schedule 3.17(a) of the Seller Disclosure Letter sets forth a true and complete list of the following which are owned or purported to be owned by the Company or any of its Subsidiaries: (i) patents and patent applications, (ii) registered trademarks and applications therefor, (iii) registered copyrights and applications therefor, and (iv) domain name registrations ((i) - (iv), the “Company Registered IP”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions do not and will not encumber, impair or extinguish any of the Company Intellectual Property. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (“Company Owned Intellectual Property”) (A) has been adjudged invalid or unenforceable in whole or in part, or (B) is the subject of any cancellation or reexamination proceeding or any other proceeding challenging its ownership, use, registrability, validity and enforceability, and (ii) to the Knowledge of the Company, all Company Registered IP is subsisting, in full force and effect, and, to the Knowledge of the Company, valid and enforceable, and all renewal fees and other maintenance fees have been paid. There exist no material contractual restrictions on the disclosure, use, license or transfer of any Company Owned Intellectual Property. (c) Except as set forth in Schedule 3.17(c) of the Seller Disclosure Letter, or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and its Subsidiaries does not infringe upon, misappropriate or otherwise violate, and has not, since the Company Incorporation Date infringed upon, misappropriated, or otherwise violated, the Intellectual Property rights of any Third Party and (ii) no Legal Action is pending, asserted in writing, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that the conduct of the business of the Company or its Subsidiaries infringes upon, misappropriates or otherwise violates the Intellectual Property rights of any Third Party. To the Knowledge of the Company, no Person is infringing upon, misappropriating or otherwise violating, or has, since the Company Incorporation Date, infringed upon, misappropriated, or otherwise violated, any Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain and protect the confidentiality of all Company Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company Owned Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof, has been disclosed other than to Third Parties that are bound by customary, written confidentiality agreements entered into in the ordinary course of business consistent with past practice and that are, to the Knowledge of the Company, valid and enforceable. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Persons who have contributed, developed or conceived any Company Owned Intellectual Property have done so pursuant to a valid and enforceable Contract (subject to enforceability exceptions for bankruptcy and insolvency and subject to principles of equity) that protects the confidential information of the Company and its Subsidiaries and assigns to the Company (or one of its Subsidiaries, as applicable) exclusive ownership of the Person’s contribution, development or conception, other than Intellectual Property excluded by Law or non-assignable moral rights. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have sufficient rights to use all Software, including middleware, databases, and systems, information technology equipment, and associated documentation used or held for use in connection with the operation of the business of the Company and its Subsidiaries (“IT Assets”), (ii) in each case, the IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and are sufficient or configurable to effectively perform all operations necessary for the current operation of the business of the Company and its Subsidiaries, and all IT Assets are owned or licensed under valid licenses and operated by and are under the control of the Company and its Subsidiaries, (iii) the IT Assets have not materially malfunctioned or failed since the Company Incorporation Date, to the Knowledge of the Company, do not contain any viruses, bugs, faults or other devices or effects that (A) enable or assist any Person to access without authorization or disable or erase the IT Assets, or (B) otherwise materially adversely affect the functionality of the IT Assets, (iv) the Company and its Subsidiaries have taken commercially reasonable steps to provide for the remote-site back-up of data and information critical to the conduct of the business of the Company and its Subsidiaries and have in place commercially reasonable disaster recovery and business continuity plans, procedures and facilities, (v) no Person has gained unauthorized access to any IT Assets since the Company Incorporation Date, (vi) the Company and its Subsidiaries have maintained, continue to maintain, and caused their vendors to maintain, safeguards, security measures and procedures against the unauthorized access, disclosure, destruction, loss, or alteration of customer data or information (including any personal or device-specific information) in its possession or control that comply with any applicable contractual and legal requirements and meet industry standards, and (vii) the Company and its Subsidiaries have in place with the third-party owners and operators of all data centers which provide services related to the business of the Company and its Subsidiaries written agreements that ensure that such Third Parties adhere to and are in compliance with commercially reasonable standards and requirements. (g) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws pertaining to (i) data security, cybersecurity, privacy, and (ii) the collection, storage, use, access, disclosure, processing, security, and transfer of personal data, to the extent that it is subject to same. Except as set forth in Schedule 3.17(g) of the Seller Disclosure Letter, the Company Entities do not have any premises, employees or tangible assets, and does not conduct any business activities, in any country other than the United States.

Intellectual Property; Data Privacy. (a) Each of the Company and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding Contracts, or otherwise has the right to use all Intellectual Property used, held for use or necessary for the operation of the business of the Company and its Subsidiaries (collectively, the “Company Intellectual Property”) free and clear of all Liens (other than Permitted Liens), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Schedule Section 3.17(a) of the Seller Company Disclosure Letter sets forth a true and complete list of the following which are owned or purported to be owned by the Company or any of its Subsidiaries: (i) patents and patent applications, (ii) registered trademarks and applications therefor, (iii) registered copyrights and applications therefor, therefor and (iv) domain name registrations ((i) - (iv), the “Company Registered IP”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions do not and will not encumber, impair or extinguish any of the Company Intellectual Property. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (“Company Owned Intellectual Property”) (A) has been adjudged invalid or unenforceable in whole or in part, part or (B) is the subject of any cancellation or reexamination proceeding or any other proceeding challenging its ownership, use, registrability, validity and enforceability, enforceability and (ii) to the Knowledge of the Company, all Company Registered IP is subsisting, in full force and effect, and, to the Knowledge of the Company, valid and enforceable, and all renewal fees and other maintenance fees have been paid. There exist no material contractual restrictions on the disclosure, use, license or transfer of any Company Owned Intellectual Property. (c) Except as set forth in Schedule Section 3.17(c) of the Seller Company Disclosure Letter, or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and its Subsidiaries does not infringe upon, misappropriate or otherwise violate, and has not, since the Company Incorporation Date Date, infringed upon, misappropriated, or otherwise violated, the Intellectual Property rights of any Third Party and (ii) no Legal Action is pending, asserted in writing, writing or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that the conduct of the business of the Company or its Subsidiaries infringes upon, misappropriates or otherwise violates the Intellectual Property rights of any Third Party. To the Knowledge of the Company, no Person is infringing upon, misappropriating or otherwise violating, or has, since the Company Incorporation Date, infringed upon, misappropriated, or otherwise violated, any Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain and protect the confidentiality of all Company Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company Owned Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof, has been disclosed other than to Third Parties that are bound by customary, written confidentiality agreements entered into in the ordinary course of business consistent with past practice and that are, to the Knowledge of the Company, valid and enforceable. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Persons who have contributed, developed or conceived any Company Owned Intellectual Property have done so pursuant to a valid and enforceable Contract (subject to enforceability exceptions for bankruptcy and insolvency and subject to principles of equity) that protects the confidential information of the Company and its Subsidiaries and assigns to the Company (or one of its Subsidiaries, as applicable) exclusive ownership of the Person’s contribution, development or conception, other than Intellectual Property excluded by Law or non-assignable moral rights. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have sufficient rights to use all Software, including middleware, databases, databases and systems, information technology equipment, equipment and associated documentation used or held for use in connection with the operation of the business of the Company and its Subsidiaries (“IT Assets”), ; (ii) in each case, the IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and are sufficient or configurable to effectively perform all operations necessary for the current operation of the business of the Company and its Subsidiaries, and all IT Assets are owned or licensed under valid licenses and operated by and are under the control of the Company and its Subsidiaries, ; (iii) the IT Assets have not materially malfunctioned or failed since the Company Incorporation Date, and to the Knowledge of the Company, do not contain any viruses, bugs, faults or other devices or effects that (A) enable or assist any Person to access without authorization or disable or erase the IT Assets, Assets or (B) otherwise materially adversely affect the functionality of the IT Assets, ; (iv) the Company and its Subsidiaries have taken commercially reasonable steps to provide for the remote-site back-up of data and information critical to the conduct of the business of the Company and its Subsidiaries and have in place commercially reasonable disaster recovery and business continuity plans, procedures and facilities, ; (v) no Person has gained unauthorized access to any IT Assets since the Company Incorporation Date, ; (vi) the Company and its Subsidiaries have maintained, continue to maintain, and caused their vendors to maintain, safeguards, security measures and procedures against the unauthorized access, disclosure, destruction, loss, loss or alteration of customer data or information (including any personal or device-specific information) in its possession or control that comply with any applicable contractual and legal requirements and meet industry standards, ; and (vii) the Company and its Subsidiaries have in place with the third-party owners and operators of all data centers which provide services related to the business of the Company and its Subsidiaries written agreements that ensure that such Third Parties adhere to and are in compliance with commercially reasonable standards and requirements. (g) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws pertaining to (i) data security, cybersecurity, privacy, privacy and (ii) the collection, storage, use, access, disclosure, processing, security, security and transfer of personal data, to the extent that it is subject to same. Except as set forth in Schedule Section 3.17(g) of the Seller Company Disclosure Letter, the Company Entities and its Subsidiaries do not have any premises, employees or tangible assets, and does not conduct any business activities, in any country other than the United States.

Intellectual Property; Data Privacy. (a) Each Section 3.18(a) of the Company Disclosure Schedule sets forth a true and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding Contracts, or otherwise has complete list as of the right to use date hereof of all (i) Owned Intellectual Property usedthat is Registered (“Registered Owned Intellectual Property”) and all Exclusively Licensed Intellectual Property that is Registered (“Registered Licensed Intellectual Property”), held indicating for use each such item, as applicable, the application and registration or necessary for grant or issue number, date, relevant jurisdiction, and the identity of the current applicant or registered owner and (ii) proprietary software that is owned by and material to the business of the Company or any Company Subsidiary. (b) Except as would not have a Company Material Adverse Effect, (i) the operation of the business of the Company and its Subsidiaries each Company Subsidiary and the use of the Company Intellectual Property and the development, manufacture, use, marketing, licensing, distribution, sale, import and other exploitation of the Company Products in connection therewith, does not conflict with, infringe, misappropriate, dilute or otherwise violate, and has not in the past six (collectively6) years conflicted with, infringed, misappropriated, diluted or otherwise violated, the “Intellectual Property rights of any third party, (ii) no Actions are pending or, to the Knowledge of the Company, threatened against the Company or a Company Subsidiary alleging any of the foregoing or concerning the Company Intellectual Property”, (iii) to the Knowledge of the Company, no person has, within the past six (6) years, engaged in or is engaging in any activity that conflicts with, infringes, misappropriates, dilutes or otherwise violates any Company Intellectual Property and (iv) neither the Company nor a Company Subsidiary has brought or threatened any Action in connection with the foregoing. (c) Except as would not have a Company Material Adverse Effect, (i) the Company or a Company Subsidiary is the exclusive, and with respect to the Registered Owned Intellectual Property, properly executed and duly recorded, owner of the entire right, title and interest in and to the Owned Intellectual Property, free and clear of all Liens (other than Permitted Liens); and (ii) the Company and each Company Subsidiary has a valid license to use the Licensed Intellectual Property, except as would not, individually or in the aggregateordinary course of its business as currently conducted, reasonably be expected subject only to have a Company Material Adverse Effect. Schedule 3.17(a) the terms of the Seller Disclosure Letter sets forth a true and complete list Company IP Agreements. Neither the execution of this Agreement nor the consummation of the following Transactions will result in, pursuant to any Contract to which are owned or purported to be owned by the Company or any of its Subsidiariesa Company Subsidiary is a party: (iA) patents and patent applicationsthe loss or impairment of the Company’s or any Company Subsidiary’s right to own, license, sell or use any material Company Intellectual Property or material Systems; (iiB) registered trademarks and applications thereforthe payment of any additional consideration (including increased royalty payment terms) for the Company’s or any Company Subsidiary’s right to own, license, sell or use any material Company Intellectual Property or material Systems (iiiother than ordinary course payments for any increased usage generally, not specific to the Transactions); (C) registered copyrights and applications therefora breach of any Company IP Agreement in any material respect; or (D) the release, and (iv) domain name registrations ((i) - (iv), the “disclosure or delivery of any material Company Registered IP”)Intellectual Property by any escrow agent or to any other person. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions do not and will not encumber, impair or extinguish any of the Company Intellectual Property. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ix) none of the Company no inequitable conduct, on-sale bar or public use or improper disclosure activity or violation has been engaged in or committed with respect to any Owned Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (“Company Owned Intellectual Property”) (A) has been adjudged invalid or unenforceable in whole or in partor, or (B) is the subject of any cancellation or reexamination proceeding or any other proceeding challenging its ownership, use, registrability, validity and enforceability, and (ii) to the Knowledge of the Company, all Company any Exclusively Licensed Intellectual Property, or in the prosecution of any patent applications or patents in any Owned Intellectual Property or, to the Knowledge of the Company, Exclusively Licensed Intellectual Property and (y) no information was withheld from any entity requiring disclosure of such information during prosecution of any patent applications or patents in any Owned Intellectual Property or, to the Knowledge of the Company, Exclusively Licensed Intellectual Property. (d) The Registered IP is subsisting, in full force and effect, Owned Intellectual Property and, to the Knowledge of the Company, the Registered Licensed Intellectual Property are (i) subsisting, valid and enforceable, (ii) currently in compliance in all material respects with any and all renewal fees formal applicable legal requirements necessary to maintain the validity and other maintenance fees have been paid. There exist no material contractual restrictions on enforceability thereof and, with respect to the disclosure, use, license or transfer of any Company Registered Owned Intellectual Property. , record and perfect the Company’s or a Company Subsidiary’s interest therein and the chain of title thereof, and all filings, payments and other actions required to be made or taken to maintain (cother than any intentional abandonment in the reasonable business judgment of any member of the Company Group prior to the date of this Agreement or in accordance with Section 5.01(b)(xvii)) or revive, in the case of accidental abandonment, each item of Registered Owned Intellectual Property and, to the Knowledge of the Company, Registered Licensed Intellectual Property, in full force and effect have been made by the applicable deadline and (iii) not subject to any outstanding Order or Contract that would impair the validity or enforceability thereof, in each case, except as would not have a Company Material Adverse Effect. Except as set forth in Schedule 3.17(c) of the Seller Disclosure Letter, or as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect, (i) the conduct there is no basis or argument in fact or in Law from which one might reasonably infer that any of the business Registered Owned Intellectual Property and, to the Knowledge of the Company and its Subsidiaries does not infringe upon, misappropriate or otherwise violate, and has not, since the Company Incorporation Date infringed upon, misappropriated, or otherwise violatedCompany, the Exclusively Licensed Intellectual Property rights Property, is invalid or unenforceable (including by reason of any Third Party and (ii) no Legal Action is pendingmisjoinder or nonjoinder of inventors). No Actions are pending or, asserted in writing, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that the conduct a Company Subsidiary, as of the business date hereof, based upon or challenging or seeking to deny or restrict the use by the Company or such Company Subsidiary, or the ownership, registrability, validity, patentability, scope or enforceability, of any of the Company or its Subsidiaries infringes upon, misappropriates or otherwise violates the Intellectual Property or, except for ordinary course proceedings in connection with the examination of patents or trademarks by the United States Patent and Trademark Office or any foreign equivalent thereof during the prosecution of such patents or trademarks (but not including ex parte, post-examination or post-issuance proceedings or trademark oppositions or cancellations) or as would not have a Company Material Adverse Effect. (e) Except as would not have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary is obligated to provide any consideration (whether financial or otherwise, and whether ongoing, outstanding or contingent), or account to any third party, with respect to any exercise of rights by the Company or any Company Subsidiary, or any successor thereto, in any Owned Intellectual Property or, to the Knowledge of the Company, the Exclusively Licensed Intellectual Property, or with respect to the manufacture, use or sale of the Company Products. (f) Except as would not have a Company Material Adverse Effect: (i) the Company and each Company Subsidiary has complied with all applicable notice and marking requirements for, and none of the labels or other packaging or marketing materials with respect to the Company Products contain any false, inaccurate or incorrect marking for, Registered Owned Intellectual Property and Registered Licensed Intellectual Property or, to the Knowledge of the Company, any Exclusively Licensed Intellectual Property; (ii) no Governmental Authority or academic or medical institution or consortium has provided any funding, facilities or personnel for the development or creation of, or has any claim of right to, ownership of or other Lien on, any Owned Intellectual Property or, to the Knowledge of the Company, any Exclusively Licensed Intellectual Property; and (iii) there is no prohibition or restriction by any Governmental Authority (including no assignment, grant back, license, “march-in” or other rights) on the use of any Third PartyOwned Intellectual Property or Company Products or, to the Knowledge of the Company, Exclusively Licensed Intellectual Property, in any jurisdiction, or on the export or import of any of the Owned Intellectual Property or, to the Knowledge of the Company, Exclusively Licensed Intellectual Property, from or to any jurisdiction. (g) Except as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary has taken all commercially reasonable steps in accordance with normal industry practice to maintain the confidentiality of the trade secrets and other material confidential Intellectual Property used in connection with its business. To the Knowledge of the Company, there has been no Person is infringing upon, misappropriating misappropriation of any trade secrets or otherwise violating, or has, since the Company Incorporation Date, infringed upon, misappropriated, or otherwise violated, any other confidential Intellectual Property owned or purported to be owned by used in connection with the business of the Company or any of its SubsidiariesCompany Subsidiary by any person, except as would not have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has disclosed any trade secrets or other confidential Intellectual Property to any person other than pursuant to appropriate agreements that require such trade secrets or other confidential Intellectual Property to be kept confidential, in each case, except as would not have a Company Material Adverse Effect. (dh) No current or former employee, consultant, independent contractor or agent of the Company or a Company Subsidiary (i) has misappropriated any trade secrets or other confidential Intellectual Property of any other person in the course of performance as an employee, consultant, independent contractor or agent of the Company or such Company Subsidiary or (ii) is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or Contract to which any member of the Company Group is party or, to the Knowledge of the Company, any other Contract, relating in any way to the protection, ownership, development, use or transfer of Intellectual Property, in each case of clauses (i) and (ii), except as would not have a Company Material Adverse Effect. Except as would not have a Company Material Adverse Effect, all persons (including current and former employees, contractors and consultants) who participated in conceiving, developing, modifying, improving or creating any Owned Intellectual Property for the Company or any Company Subsidiary have executed valid and enforceable written Contracts (A) providing for the non-disclosure by such person of any confidential information or trade secrets and (B) providing for the assignment (by way of a present grant of assignment) by such person to the Company or the applicable Company Subsidiary of any Intellectual Property arising out of such person’s employment and in the scope of such person’s employment, or otherwise during the term of such employment as allowed under applicable Law, with the Company or the applicable Company Subsidiary, or engagement and in the scope of such person’s engagement during the term of such engagement with the Company or the applicable Company Subsidiary. Except as would not have a Company Material Adverse Effect, no current or former employee, contractor or consultant has any rights to, and neither the Company nor any Company Subsidiary has any obligation to account for, inventor reward or remuneration amounts paid, unpaid or payable, for contributions to any Owned Intellectual Property. (i) Except as would notnot have a Company Material Adverse Effect, individually the Company Group is, and has been since January 1, 2020, in compliance in all material respects with all privacy and information security obligations to which it is bound under applicable Law, Contract or privacy policy or online terms of use (collectively, “Data Security Requirements”). Except as would not have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has received any written or, to the Knowledge of the Company, threatened notices or complaints from any person or Governmental Authority alleging, or been subject to any audits or investigations concerning, any failure to comply with any Data Security Requirements. Except as would not have a Company Material Adverse Effect, since January 1, 2020, there has been no unauthorized use, access, or disclosure, of any Personally Identifiable Information collected, maintained, or stored, in connection with the aggregate, business of the Company or any Company Subsidiary or of any trade secret or confidential information of the business of the Company or any Company Subsidiary. Except as would not reasonably be expected to have a Company Material Adverse Effect, no circumstances have arisen that would require the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice or any Company Subsidiary to maintain and protect the confidentiality notify a Governmental Authority or any other person of all Company Intellectual Property that is material a data security breach, security incident or violation of any data security policy pertaining to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof. or any Company Subsidiary. (j) Except as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect, none of the Company Owned Intellectual Property that is material to the business of the Company Systems are reasonably maintained and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof, has been disclosed other than to Third Parties that are bound by customary, written confidentiality agreements entered into in the ordinary course of business consistent with past practice and that are, to the Knowledge of the Company, valid and enforceable. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Persons who have contributed, developed or conceived any Company Owned Intellectual Property have done so pursuant to a valid and enforceable Contract (subject to enforceability exceptions for bankruptcy and insolvency and subject to principles of equity) that protects the confidential information of the Company and its Subsidiaries and assigns to the Company (or one of its Subsidiaries, as applicable) exclusive ownership of the Person’s contribution, development or conception, other than Intellectual Property excluded by Law or non-assignable moral rights. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have sufficient rights to use all Software, including middleware, databasessufficiently good working condition, and systems, provide sufficient capacity to perform all information technology equipment, and associated documentation used or held for use in connection with the operation of the business of the Company and its Subsidiaries (“IT Assets”), (ii) in each case, the IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and are sufficient or configurable to effectively perform all operations necessary for the current operation of the business of the Company and its Subsidiaries, and all IT Assets are owned or licensed under valid licenses and operated by and are under the control of the Company and its Subsidiaries, (iii) the IT Assets have not materially malfunctioned or failed since the Company Incorporation Date, to the Knowledge of the Company, do not contain any viruses, bugs, faults or other devices or effects that (A) enable or assist any Person to access without authorization or disable or erase the IT Assets, or (B) otherwise materially adversely affect the functionality of the IT Assets, (iv) the Company and its Subsidiaries have taken commercially reasonable steps to provide for the remote-site back-up of data and information critical to the conduct of the business of the Company and its Subsidiaries each Company Subsidiary as currently conducted. Except as would not have a Company Material Adverse Effect, there has been no failure, breakdown, performance reduction or other adverse event affecting any Systems, and there has been no unauthorized use, intrusion, or breach of security affecting any Systems, or any other loss, unauthorized disclosure or theft of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary. Except as would not have in place a Company Material Adverse Effect, the Company and each Company Subsidiary maintains commercially reasonable backup and data recovery, disaster recovery recovery, and business continuity plans, procedures procedures, and facilities, (v) no Person has gained unauthorized access to any IT Assets since and acts in material compliance therewith. Except as would not have a Company Material Adverse Effect, the Company Incorporation DateSystems are free, (vi) the Company and its Subsidiaries have maintained, continue to maintain, and caused their vendors to maintain, safeguards, security measures and procedures against the unauthorized access, disclosure, destruction, loss, or alteration of customer data or information (including any personal or device-specific information) in its possession or control that comply with any applicable contractual and legal requirements and meet industry standards, and (vii) the Company and its Subsidiaries have in place with the third-party owners and operators of all data centers which provide services related to the business of the Company and its Subsidiaries written agreements that ensure that such Third Parties adhere to and are in compliance with commercially reasonable standards and requirements. (g) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws pertaining to (i) respects, from any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data security, cybersecurity, privacy, and (ii) the collection, storage, use, access, disclosure, processing, security, and transfer of personal data, to the extent that it is subject to same. Except as set forth in Schedule 3.17(g) of the Seller Disclosure Letter, the Company Entities do not have any premises, employees or tangible assets, and does not conduct any business activities, in any country other than the United Statesmaterials.

Intellectual Property; Data Privacy. (ai) Each Section 5.1(r)(i) of the Company Disclosure Letter sets forth a true, correct, and complete list of all Company Registered IP, indicating for each item, as applicable: (A) the name of the applicant/registrant and current legal and beneficial owner(s); (B) the jurisdiction where the application/registration is located (or, for Internet domain names, the applicable registrar); (C) the application or registration number; and (D) the filing date, issuance/registration/grant date and expiration date. All Company Registered IP is subsisting, valid and, other than Company Registered IP constituting applications, enforceable, and since January 1, 2019, neither the Company nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of, or the Company’s or any of its Subsidiaries’ rights in or to, any Company Registered IP. All Company Registered IP: (x) has been duly filed or registered with the applicable Governmental Entity or Internet domain name registrar and properly maintained, including by the timely submission of all necessary filings and payment of fees in accordance with the legal and administrative requirements in the appropriate jurisdictions; (y) has not lapsed or expired or been cancelled or abandoned; and (z) in the case of any Company Registered IP constituting applications, are pending and in good standing. (ii) The Company and its Subsidiaries exclusively own or hold an exclusive license under, all Company Intellectual Property, free and clear of all Liens. No material Company Intellectual Property is subject to any outstanding order, judgment, decree or Contract adversely affecting the Company’s or its Subsidiaries’ ownership or use of, or its rights in or to, such material Company Intellectual Property. (iii) The Company and its Subsidiaries own or have sufficient and valid rights to use all Intellectual Property Rights necessary for, or otherwise used in and material to, their respective businesses as presently conducted and as currently proposed to be conducted, all of which rights shall survive the consummation of the Transactions to the same extent as available to the Company and its Subsidiaries ownson the date of this Agreement. (iv) Except as has not resulted in, is licensed and would not reasonably be expected to use, pursuant to valid, enforceable and binding Contracts, or otherwise has the right to use all Intellectual Property used, held for use or necessary for the operation of the business of the Company and its Subsidiaries (collectively, the “Company Intellectual Property”) free and clear of all Liens (other than Permitted Liens), except as would notresult in, individually or in the aggregate, reasonably be expected to have a material liability or business disruption, neither the Company Material Adverse Effect. Schedule 3.17(a) nor any of its Subsidiaries, nor the Seller Disclosure Letter sets forth a true and complete list operation of their respective businesses (including the following which are owned development, manufacture, use, sale, commercialization or purported to be owned other exploitation of any product, service or other offering currently provided or under development by the Company or any of its Subsidiaries: (i) patents and patent applicationshas, (ii) registered trademarks and applications thereforsince January 1, (iii) registered copyrights and applications therefor2019, and (iv) domain name registrations ((i) - (iv)infringed, misappropriated or otherwise violated the “Company Registered IP”)Intellectual Property Rights of any other Person. Except as would notNo actions, individually suits, claims, hearings, arbitrations, investigations or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions do not and will not encumber, impair or extinguish other proceedings regarding any of the Company Intellectual Property. (b) Except as would not, individually foregoing are pending or threatened in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (“Company Owned Intellectual Property”) (A) has been adjudged invalid or unenforceable in whole or in part, or (B) is the subject of any cancellation or reexamination proceeding or any other proceeding challenging its ownership, use, registrability, validity and enforceability, and (ii) to the Knowledge of the Company, all Company Registered IP is subsisting, in full force and effect, and, to the Knowledge of the Company, valid and enforceable, and all renewal fees and other maintenance fees have been paid. There exist no material contractual restrictions on the disclosure, use, license or transfer of any Company Owned Intellectual Property. (c) Except as set forth in Schedule 3.17(c) of the Seller Disclosure Letter, or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and its Subsidiaries does not infringe upon, misappropriate or otherwise violate, and has not, since the Company Incorporation Date infringed upon, misappropriated, or otherwise violated, the Intellectual Property rights of any Third Party and (ii) no Legal Action is pending, asserted in writing, or to the Knowledge of the Company, threatened writing against the Company or any of its Subsidiaries that the conduct of the business of the Company or its Subsidiaries infringes upon, misappropriates or otherwise violates the Intellectual Property rights of any Third Party. To the Knowledge of the Company, no Person is infringing upon, misappropriating or otherwise violating, or has, since the Company Incorporation Date, infringed upon, misappropriated, or otherwise violated, any Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries. (dv) Except as has not been, and would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have the Company or any of its Subsidiaries, to the Company’s Knowledge, no third party is infringing, misappropriating, or otherwise violating any Company Intellectual Property, and neither the Company nor any of its Subsidiaries has asserted or threatened to assert a Company Material Adverse Effectclaim of such infringement, the misappropriation or violation against any third party since January 1, 2019. (vi) The Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice measures to maintain and preserve the enforceability of all material Company Intellectual Property, and to protect and preserve the confidentiality and value of all material Trade Secrets that are owned, used or held for use by the Company or any of its Subsidiaries. No such material Trade Secrets have been made available to or, to the Company’s Knowledge, discovered by any Person except pursuant to valid and appropriate confidentiality and non-disclosure obligations requiring any such Person to maintain the confidentiality thereof, and not to use such Trade Secrets except as authorized by the Company or the applicable Subsidiary, and such obligations have not, to the Company’s Knowledge, been breached in any material respect. (vii) Except as set forth on Section 5.1(r)(vii) of the Company Disclosure Letter, the Company has acquired all right, title and interest in all Intellectual Property that is Rights material to the any business of the Company or any of its Subsidiaries, either by (A) operation of law, or (B) by execution and its Subsidiaries and the value delivery of which is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company Owned Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof, has been disclosed other than to Third Parties that are bound by customary, written confidentiality agreements entered into in the ordinary course of business consistent with past practice and that are, to the Knowledge of the Company, valid and enforceable. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Persons who have contributed, developed or conceived any Company Owned Intellectual Property have done so pursuant to a valid and enforceable written Contract (subject to enforceability exceptions for bankruptcy and insolvency and subject to principles of equity) that protects the confidential information of the Company and its Subsidiaries and assigns containing an irrevocable assignment to the Company (or one of its Subsidiaries, as applicable) exclusive ownership , from all current and former Employees, officers, directors, consultants and contractors of the Person’s contribution, Company or any of its Subsidiaries who have contributed to the creation or development or conception, other than of any such Intellectual Property excluded Rights. No Employee, officer, director, stockholder, consultant, or contractor of the Company or any of its Subsidiaries retains, or to the Company’s Knowledge claims to retain, any material rights in, nor to the Company’s Knowledge has any of them made application for, any such Intellectual Property Rights. All rights in, to and under all Intellectual Property Rights created or developed by Law any of the Company’s or non-assignable moral rightsany of its Subsidiaries’ founders materially related to or used in the businesses of the Company or any of its Subsidiaries or in contemplation of forming such Company or any of its Subsidiaries (or any predecessor thereto) have been duly, validly and irrevocably assigned to such Company or its applicable Subsidiary. (fviii) Except as would notNeither the Company nor any of its Subsidiaries has distributed, individually made available for remote interaction, incorporated or linked to any Software that is subject to any open source license, in each case, in a manner that requires the aggregateCompany or any of its Subsidiaries to (A) disclose, reasonably be expected to have a distribute or make available any proprietary source code constituting Company Material Adverse EffectIntellectual Property, (iB) refrain from charging fees or other consideration, or limit the fees or consideration that it may charge, in connection with their material proprietary Software, (C) grant any license or other right to decompile or reverse-engineer any of their material proprietary Software or (D) permit any Person to make derivative works of any of their material proprietary Software. The Company and its Subsidiaries have sufficient rights complied in all material respects with their respective obligations arising under any open source licenses relating to use all their material proprietary Software. None of the Company’s or its Subsidiaries’ material proprietary Software is subject to any escrow agreement or similar contingent obligation to disclose any of their material proprietary Software in source code format. (ix) The IT Assets owned, including middleware, databases, and systems, information technology equipment, and associated documentation used or held for use in connection with the operation of the business of (including through cloud-based or other third-party service providers) by the Company and or any of its Subsidiaries (“IT Assets”), (iiA) in each case, the IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and are sufficient otherwise as required by the Company or configurable any of its Subsidiaries in connection with their respective businesses, (B) have not materially malfunctioned or failed to effectively perform all function since January 1, 2019, and (C) except as would not reasonably be expected to have a material effect on the operations necessary for the current operation of the business of the Company and its Subsidiaries, and all IT Assets taken as whole, are owned free from material bugs, defects, “back doors,” “drop dead devices,” “time bombs,” “Trojan horses,” “viruses,” “worms,” “spyware” (in each case, as such terms are commonly understood in the software industry) or licensed under valid licenses and operated by and are under the control of the Company and its Subsidiariesany other disabling or malicious code. Since January 1, (iii) the IT Assets have not materially malfunctioned or failed since the Company Incorporation Date2019, to the Knowledge Company’s Knowledge, there has been no material unauthorized access to or misuse of the Company, do not contain any viruses, bugs, faults or other devices or effects that (A) enable or assist any Person to access without authorization or disable or erase the such IT Assets, or (B) otherwise materially adversely affect the functionality of the IT Assets, (iv) the . The Company and its Subsidiaries have taken commercially implemented reasonable steps to provide for the remote-site back-up of data backup and information critical to the conduct of the business of the Company and its Subsidiaries and have in place commercially reasonable disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and business continuity planssecurity of such IT Assets, procedures and facilities, as applicable. (vx) no Person has gained unauthorized access to any IT Assets since the Company Incorporation Date, (vi) the The Company and its Subsidiaries have maintained, continue to maintain, and caused their vendors to maintain, safeguards, security measures and procedures against the unauthorized access, disclosure, destruction, loss, or alteration of customer data or information (including any personal or device-specific information) in its possession or control that comply with any applicable contractual and legal requirements and meet industry standards, and (vii) the Company and its Subsidiaries have in place with the third-party owners and operators of all data centers which provide services related to the business of the Company and its Subsidiaries written agreements that ensure that such Third Parties adhere to and are in compliance with commercially reasonable standards and requirements. (g) Each of the Company and its Subsidiaries is in compliance complied in all material respects with all applicable Privacy Laws pertaining and Company Privacy Commitments and, to (i) data securitythe Company’s Knowledge, cybersecurityno circumstance has arisen in which Privacy Laws, privacyor any applicable guidance or codes of practice promulgated under Privacy Laws, would require the Company or any of its Subsidiaries to notify a Governmental Entity of any actual or suspected unauthorized acquisition of or access to Personal Information. Since January 1, 2019, the Company and (ii) its Subsidiaries have not received any written notice, order, inquiry, investigation, complaint or other communication alleging non-compliance with any Privacy Laws or Company Privacy Commitments. To the collectionCompany’s Knowledge, storagethere has been no material loss, theft, misuse of, or unauthorized access to, or acquisition, use, accessmodification or disclosure of, disclosureany Personal Information processed, processingcollected, securitystored, and transfer of personal data, to the extent that it is subject to same. Except as set forth in Schedule 3.17(g) transferred or otherwise used by or on behalf of the Seller Disclosure LetterCompany or any of its Subsidiaries. (xi) For purposes of this Agreement, the Company Entities do not following terms have any premises, employees or tangible assets, and does not conduct any business activities, in any country other than the United States.following meanings:

Intellectual Property; Data Privacy. (ai) Each Section 5.1(r)(i) of the Company Disclosure Letter sets forth a true, correct, and complete list of all Company Registered IP, indicating for each item, as applicable: (A) the name of the applicant/registrant and current legal and beneficial owner(s); (B) the jurisdiction where the application/registration is located (or, for Internet domain names, the applicable registrar); (C) the application or registration number; and (D) the filing date, issuance/registration/grant date and expiration date. All Company Registered IP is subsisting, valid and, other than Company Registered IP constituting applications, to the Company’s Knowledge, enforceable, and since December 31, 2018, neither the Company nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of, or the Company’s or any of its Subsidiaries’ rights in or to, any Company Registered IP except as disclosed on Section 5.1(r)(i) of the Company Disclosure Letter. (ii) Except as indicated on Section 5.1(r)(ii) of the Company Disclosure Letter, the Company and its Subsidiaries ownsexclusively own or hold an exclusive license under, all Company Intellectual Property, free and clear of all Liens. No material Company Intellectual Property is licensed subject to useany outstanding order, pursuant to valid, enforceable and binding Contractsjudgment or decree adversely affecting the Company’s or its Subsidiaries’ ownership or use of, or otherwise has the right its rights in or to, such material Company Intellectual Property. (iii) The Company and its Subsidiaries have sufficient and valid rights to use all Intellectual Property usedRights necessary for, held for use or necessary for otherwise used in and material to, their respective businesses as presently conducted, all of which rights shall survive the operation consummation of the business of Transactions to the same extent as available to the Company and its Subsidiaries on the date of this Agreement. (collectivelyiv) Except as has not resulted in, the “Company Intellectual Property”) free and clear of all Liens (other than Permitted Liens), except as would notnot reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a material liability or business disruption, (A) neither the Company Material Adverse Effect. Schedule 3.17(a) nor any of its Subsidiaries, nor the Seller Disclosure Letter sets forth a true and complete list operation of their respective businesses (including the following which are owned development, manufacture, use, sale, commercialization or purported to be owned other exploitation of any product, service or other offering currently provided or under development by the Company or any of its Subsidiaries: ) has, within the past six (i6) patents and patent applicationsyears infringed, (ii) registered trademarks and applications therefor, (iii) registered copyrights and applications thereformisappropriated or otherwise violated the Intellectual Property Rights of any other Person, and (ivB) domain name registrations ((i) - (iv)no actions, the “Company Registered IP”). Except as would notsuits, individually claims, hearings, arbitrations, investigations or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions do not and will not encumber, impair or extinguish other proceedings regarding any of the Company Intellectual Property. (b) Except as would not, individually foregoing are pending or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (“Company Owned Intellectual Property”) (A) has been adjudged invalid or unenforceable in whole or in part, or (B) is the subject of any cancellation or reexamination proceeding or any other proceeding challenging its ownership, use, registrability, validity and enforceability, and (ii) to the Knowledge of the Company, all Company Registered IP is subsisting, in full force and effect, and, to the Knowledge of the Company, valid and enforceable, and all renewal fees and other maintenance fees have been paid. There exist no material contractual restrictions on the disclosure, use, license or transfer of any Company Owned Intellectual Property. (c) Except as set forth in Schedule 3.17(c) of the Seller Disclosure Letter, or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and its Subsidiaries does not infringe upon, misappropriate or otherwise violate, and has not, since the Company Incorporation Date infringed upon, misappropriated, or otherwise violated, the Intellectual Property rights of any Third Party and (ii) no Legal Action is pending, asserted in writing, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that the conduct of the business of the Company or its Subsidiaries infringes upon, misappropriates or otherwise violates the Intellectual Property rights of any Third Party. To the Knowledge of the Company, no Person is infringing upon, misappropriating or otherwise violating, or has, since the Company Incorporation Date, infringed upon, misappropriated, or otherwise violated, any Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries. (dv) Except as set forth on Section 5.1(r)(v) of the Company Disclosure Letter or as has not been, and would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have the Company or any of its Subsidiaries, to the Company’s Knowledge, no third party is infringing, misappropriating, or otherwise violating any Company Intellectual Property, and except as set forth on Section 5.1(r)(v) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has asserted or threatened to assert a Company Material Adverse Effectclaim of such infringement, the misappropriation or violation against any third party since December 31, 2018. (vi) The Company and its Subsidiaries have taken commercially reasonable steps in accordance with normal industry practice measures to maintain and preserve the enforceability of all material Company Intellectual Property, and to protect and preserve the confidentiality and value of all material Trade Secrets that are owned, used or held for use by the Company or any of its Subsidiaries. No material Trade Secrets constituting Company Intellectual Property that is material have been made available to or, to the business of the Company Company’s Knowledge, discovered by any Person except pursuant to valid and its Subsidiaries appropriate confidentiality and the value of which is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate, reasonably be expected non-disclosure obligations requiring any such Person to have a Company Material Adverse Effect, none of the Company Owned Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining maintain the confidentiality thereof, has been disclosed other than and not to Third Parties that are bound use such Trade Secrets except as authorized by customarythe Company or the applicable Subsidiary, written confidentiality agreements entered into in the ordinary course of business consistent with past practice and that aresuch obligations have not, to the Knowledge of the Company’s Knowledge, valid and enforceablebeen breached in any material respect. (evii) Except as would notAll current and former Employees, individually or in the aggregateofficers, reasonably be expected to have a Company Material Adverse Effectdirectors, all Persons who have contributed, developed or conceived any Company Owned Intellectual Property have done so pursuant to a valid consultants and enforceable Contract (subject to enforceability exceptions for bankruptcy and insolvency and subject to principles of equity) that protects the confidential information contractors of the Company and or any of its Subsidiaries who have contributed to the creation or development of any material Intellectual Property Rights for or on behalf of the Company or any of its Subsidiaries have executed and assigns delivered to the Company (or one of its Subsidiaries, as applicable) exclusive ownership , a valid written Contract containing an irrevocable present assignment to the Company or such Subsidiary of all of such Person’s right, title and interest in any such Intellectual Property Rights. To the Company’s Knowledge, no Employee, officer, director, stockholder, consultant, or contractor of the Person’s contributionCompany or any of its Subsidiaries retains or claims to retain any rights in, development or conceptionnor has any of them made application for, other than any such Intellectual Property excluded by Law or non-assignable moral rightsRights. (fviii) Except as would notset forth on Section 5.1(r)(viii) of the Company Disclosure Letter, individually neither the Company nor any of its Subsidiaries has distributed, made available for remote interaction, incorporated or linked to any Software that is subject to any open source license, in each case, in a manner that requires the aggregateCompany or any of its Subsidiaries to (A) disclose, reasonably be expected to have a distribute or make available any proprietary source code constituting Company Material Adverse EffectIntellectual Property, (iB) refrain from charging fees or other consideration, or limit the fees or consideration that it may charge, in connection with their material proprietary Software, (C) grant any license or other right to decompile or reverse-engineer any of their material proprietary Software or (D) permit any Person to make derivative works of any of their material proprietary Software. The Company and its Subsidiaries have sufficient rights complied in all material respects with their respective obligations arising under any open source licenses relating to use all their material proprietary Software. None of the Company’s or its Subsidiaries’ material proprietary Software is subject to any escrow agreement or similar contingent obligation to disclose any of their material proprietary Software in source code format. (ix) The IT Assets owned, including middleware, databases, and systems, information technology equipment, and associated documentation used or held for use in connection with the operation of the business of (including through cloud-based or other third-party service providers) by the Company and or any of its Subsidiaries (“IT Assets”), (iiA) in each case, the IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and are sufficient or configurable to effectively perform all operations necessary for the current operation of the business of otherwise as required by the Company and or any of its Subsidiaries, and all IT Assets are owned or licensed under valid licenses and operated by and are under the control of the Company and its SubsidiariesSubsidiaries in connection with their respective businesses, (iiiB) the IT Assets have not materially malfunctioned or failed to function since the Company Incorporation DateDecember 31, to the Knowledge of the Company, do not contain any viruses, 2018 and (C) are free from material bugs, faults defects, “back doors,” “drop dead devices,” “time bombs,” “Trojan horses,” “viruses,” “worms,” “spyware” (in each case, as such terms are commonly understood in the software industry) or any other devices disabling or effects that (A) enable malicious code. Since December 31, 2018, there has been no material unauthorized access to or assist any Person to access without authorization or disable or erase the misuse of such IT Assets, or (B) otherwise materially adversely affect the functionality of the IT Assets, (iv) the . The Company and its Subsidiaries have taken commercially implemented reasonable steps to provide for the remote-site back-up of data backup and information critical to the conduct of the business of the Company and its Subsidiaries and have in place commercially reasonable disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and business continuity planssecurity of such IT Assets, procedures and facilities, as applicable. (vx) no Person has gained unauthorized access to any IT Assets since the Company Incorporation Date, (vi) the The Company and its Subsidiaries have maintained, continue to maintain, and caused their vendors to maintain, safeguards, security measures and procedures against the unauthorized access, disclosure, destruction, loss, or alteration of customer data or information (including any personal or device-specific information) in its possession or control that comply with any applicable contractual and legal requirements and meet industry standards, and (vii) the Company and its Subsidiaries have in place with the third-party owners and operators of all data centers which provide services related to the business of the Company and its Subsidiaries written agreements that ensure that such Third Parties adhere to and are in compliance with commercially reasonable standards and requirements. (g) Each of the Company and its Subsidiaries is in compliance complied in all material respects with all applicable Privacy Laws pertaining and Company Privacy Commitments and, to the Company’s Knowledge, no circumstance has arisen in which Privacy Laws, or any applicable guidance or codes of practice promulgated under Privacy Laws, would require the Company or any of its Subsidiaries to notify a Governmental Entity of any actual or suspected unauthorized acquisition of or access to Personal Information. Since December 31, 2018, the Company and its Subsidiaries have not received any written notice, order, inquiry, investigation, complaint or other communication alleging non-compliance with any Privacy Laws or Company Privacy Commitments. (ixi) data securityThe Company and its Subsidiaries have implemented and maintain a written information security program that complies with Privacy Laws and Company Privacy Commitments and contains commercially reasonable organizational, cybersecurityphysical, privacyadministrative and technical measures, consistent in all material respects with best industry practices, and have otherwise taken all steps reasonably necessary, to ensure that Personal Information processed, collected, stored, transferred or otherwise used (ii“Processed”) by or on behalf of the collectionCompany or any of its Subsidiaries is protected against loss, storagetheft, misuse, or unauthorized access, use, accessmodification or disclosure. There has been no material loss, disclosuretheft, processingmisuse of, securityor unauthorized access to, and transfer of personal dataor acquisition, to the extent that it is subject to same. Except as set forth in Schedule 3.17(g) use, modification or disclosure of, such Personal Information Processed by or on behalf of the Seller Disclosure LetterCompany or any of its Subsidiaries. The Company and its Subsidiaries require, pursuant to valid, written Contracts, any Person who receives or Processes Personal Information from or on behalf of the Company or its Subsidiaries to comply with all applicable Privacy Laws and Company Privacy Commitments. (xii) For purposes of this Agreement, the Company Entities do not following terms have any premises, employees or tangible assets, and does not conduct any business activities, in any country other than the United States.following meanings:

Intellectual Property; Data Privacy. (a) Each of the Company and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding Contracts, or otherwise has the right to use all Intellectual Property used, held for use or necessary for the operation of the business of the Company and its Subsidiaries (collectively, the “Company Intellectual Property”) free and clear of all Liens (other than Permitted Liens), except as would not, individually or in the aggregate, reasonably be expected . The Company has provided to have a Company Material Adverse Effect. Schedule 3.17(a) of the Seller Disclosure Letter sets forth Buyer a true and complete list of the following which are owned or purported to be owned by the Company or any of its Subsidiaries: (i) patents and patent applications, (ii) registered trademarks and applications therefor, (iii) registered copyrights and applications therefor, and (iv) domain name registrations ((i) - (iv), the “Company Registered IP”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions do not and will not encumber, impair or extinguish any of the Company Intellectual Property. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) none None of the Company Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (the “Company Owned Intellectual Property”) (A) has been adjudged invalid or unenforceable in whole or in part, or (B) is the subject of any cancellation cancelation or reexamination proceeding or any other proceeding challenging its ownership, use, registrability, validity and enforceability, and (ii) to the Knowledge of the Company, all Company Registered IP is subsisting, in full force and effect, and, to the Knowledge of the Company, valid and enforceable, and all renewal fees and other maintenance fees have been paid. There exist no material contractual restrictions on the disclosure, use, license or transfer of any Company Owned Intellectual Property. (c) Except as set forth in Schedule 3.17(c) of the Seller Disclosure Letter, or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the The conduct of the business of the Company and its Subsidiaries does not infringe upon, misappropriate or otherwise violate, and has not, since the Company Incorporation Date infringed upon, misappropriated, or otherwise violated, the Intellectual Property rights of any Third Party and (ii) no Legal Action is pending, asserted in writing, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that the conduct of the business of the Company or its Subsidiaries infringes upon, misappropriates or otherwise violates the Intellectual Property rights of any Third Party. To the Knowledge of the Company, no Person is infringing upon, misappropriating or otherwise violating, or has, since the Company Incorporation Date, infringed upon, misappropriated, or otherwise violated, any Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the The Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain and protect the confidentiality of all Company Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none None of the Company Owned Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof, has been disclosed other than to Third Parties that are bound by customary, written confidentiality agreements entered into in the ordinary course of business consistent with past practice and that are, to the Knowledge of the Company, valid and enforceable. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all All Persons who have contributed, developed or conceived any Company Owned Intellectual Property have done so pursuant to a valid and enforceable Contract (subject to enforceability exceptions for bankruptcy and insolvency and subject to principles of equity) that protects the confidential information of the Company and its Subsidiaries and assigns to the Company (or one of its Subsidiaries, as applicable) exclusive ownership of the Person’s contribution, development or conception, other than Intellectual Property excluded by Law or non-assignable moral rights. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have sufficient rights to use all Software, including middleware, databases, and systems, information technology equipment, and associated documentation used or held for use in connection with the operation of the business of the Company and its Subsidiaries (“IT Assets”), (ii) in each case, the IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and are sufficient or configurable to effectively perform all operations necessary for the current operation of the business of the Company and its Subsidiaries, and all IT Assets are owned or licensed under valid licenses and operated by and are under the control of the Company and its Subsidiaries, (iii) the IT Assets have not materially malfunctioned or failed since the Company Incorporation DateDate and, to the Knowledge of the Company, do not contain any viruses, bugs, faults or other devices or effects that (A) enable or assist any Person to access without authorization or disable or erase the IT Assets, or (B) otherwise materially adversely affect the functionality of the IT Assets, (iv) the Company and its Subsidiaries have taken commercially reasonable steps to provide for the remote-site back-up of data and information critical to the conduct of the business of the Company and its Subsidiaries and have in place commercially reasonable disaster recovery and business continuity plans, procedures and facilities, (v) no Person has gained unauthorized access to any IT Assets since the Company Incorporation Date, (vi) the Company and its Subsidiaries have maintained, continue to maintain, and caused their vendors to maintain, safeguards, security measures and procedures against the unauthorized access, disclosure, destruction, loss, or alteration of customer data or information (including any personal or device-specific information) in its possession or control that comply with any applicable contractual and legal requirements and meet industry standards, and (vii) the Company and its Subsidiaries have in place with the third-party owners and operators of all data centers which provide services related to the business of the Company and its Subsidiaries written agreements that ensure that such Third Parties adhere to and are in compliance with commercially reasonable standards and requirements. (g) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws pertaining to (i) data security, cybersecurity, privacy, and (ii) the collection, storage, use, access, disclosure, processing, security, and transfer of personal data, to the extent that it is subject to same. Except as set forth in Schedule 3.17(g) of the Seller Disclosure Letter, the The Company Entities and its Subsidiaries do not have any premises, employees or tangible assets, and does not conduct any business activities, in any country other than the United StatesHong Kong.

Intellectual Property; Data Privacy. (a) Each of the Company and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding Contracts, or otherwise has the right to use all Intellectual Property used, held for use or necessary for the operation of the business of the Company and its Subsidiaries (collectively, the “Company Intellectual Property”) free and clear of all Liens (other than Permitted Liens), except Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Schedule 3.17(a) of the Seller Disclosure Letter sets forth a true and complete list of the following which are owned or purported to be owned by the Company or any of its Subsidiaries: (i) patents and patent applications, (ii) registered trademarks and applications therefor, (iii) registered copyrights and applications therefor, and (iv) domain name registrations ((i) - (iv), the “Company Registered IP”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions do not and will not encumber, impair or extinguish any of the Company Intellectual Property. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (“Company Owned Intellectual Property”) (A) has been adjudged invalid or unenforceable in whole or in part, or (B) is the subject of any cancellation or reexamination proceeding or any other proceeding challenging its ownership, use, registrability, validity and enforceability, and (ii) to the Knowledge of the Company’s Knowledge, all Company Registered IP is subsisting, in full force and effect, and, to the Knowledge of the Company, valid and enforceable, and all renewal fees and other maintenance fees have been paid. There exist no material contractual restrictions on the disclosure, use, license or transfer of any Company Owned Intellectual Property. (c) Except as set forth in Schedule 3.17(c) of the Seller Disclosure Letter, or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the conduct of the business of the Company and its Subsidiaries as currently conducted does not currently infringe upon, misappropriate or otherwise violate, and has not, since the Company Incorporation Date infringed upon, misappropriated, or otherwise violated, on the Intellectual Property rights of any Third Party Person, and (ii) there is no Legal Action is pendingclaim or Proceeding pending against, asserted in writingor, or to the Knowledge of the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries that the conduct alleging any of the business of foregoing. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company or its Subsidiaries infringes uponMaterial Adverse Effect, misappropriates or otherwise violates the Intellectual Property rights of any Third Party. To to the Knowledge of the Company, no Person is infringing uponinfringing, misappropriating or otherwise violating, or has, since violating the Company-Owned Intellectual Property. (c) ‎‎Section 4.15(c) of the Company Incorporation DateDisclosure Schedule sets forth a true and complete list, infringed uponas of the date hereof, misappropriatedof all (1) material registrations and applications for registration for Company-Owned Intellectual Property, or otherwise violated, any (2) material proprietary software included in the Company-Owned Intellectual Property owned of which the Company has Knowledge and (3) material data assets in third party systems. Except as would not reasonably be expected to have, individually or purported to be owned by in the aggregate, a Company Material Adverse Effect: (i) either the Company or any one of its SubsidiariesSubsidiaries exclusively owns all right, title and interest in and to the Company-Owned Intellectual Property; and (ii) the Company and its Subsidiaries have valid rights to use all other Intellectual Property necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted, in each case of clause ‎(i) and clause ‎(ii), free and clear of any Liens (other than Permitted Liens). (d) Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable steps in accordance with normal industry practice to maintain and protect the confidentiality of all Company Company-Owned Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which to their business is contingent upon maintaining the confidentiality thereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company Owned Intellectual Property that is material to the business of the Company and its Subsidiaries and the value of which is contingent upon maintaining the confidentiality thereof, has been disclosed other than to Third Parties that are bound by customary, written confidentiality agreements entered into in the ordinary course of business consistent with past practice and that are, to the Knowledge of the Company, valid and enforceable. (e) Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all Persons who have contributed, developed or conceived any Company Owned Intellectual Property have done so pursuant to a valid and enforceable Contract (subject to enforceability exceptions for bankruptcy and insolvency and subject to principles of equity) that protects the confidential information of the Company and its Subsidiaries and assigns to the Company (or one of its Subsidiaries, as applicable) exclusive ownership of the Person’s contribution, development or conception, other than Intellectual Property excluded by Law or non-assignable moral rights. (f) are in compliance with Data Privacy Laws. Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have sufficient rights to use all Softwaresince January 1, including middleware2022, databases, and systems, information technology equipment, and associated documentation used or held for use in connection with the operation of the business of the Company and its Subsidiaries (“IT Assets”), (ii) in each case, the IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and are sufficient or configurable to effectively perform all operations necessary for the current operation of the business of the Company and its Subsidiaries, and all IT Assets are owned or licensed under valid licenses and operated by and are under the control of the Company and its Subsidiaries, (iii) the IT Assets have not materially malfunctioned or failed since the Company Incorporation Date, to the Knowledge of the Company, do not contain any viruses, bugs, faults or other devices or effects that (A) enable or assist any Person to access without authorization or disable or erase the IT Assets, or (B) otherwise materially adversely affect the functionality of the IT Assets, (iv) the Company and its Subsidiaries have taken commercially reasonable steps designed to provide for ensure that all personally identifiable information within the remote-site back-up of data and information critical to the conduct of the business possession or control of the Company and or any of its Subsidiaries is protected and have in place commercially reasonable disaster recovery and business continuity plans, procedures and facilities, (v) no Person has gained unauthorized access to any IT Assets since the Company Incorporation Date, (vi) the Company and its Subsidiaries have maintainednot experienced any unauthorized access or disclosure of personally identifiable information that required notification to data subjects or Governmental Authorities under applicable Data Privacy Laws. (f) Except as would not reasonably be expected to have, continue to maintainindividually or in the aggregate, and caused their vendors to maintaina Company Material Adverse Effect, safeguards, security measures and procedures against the unauthorized access, disclosure, destruction, loss, or alteration of customer data or information (including any personal or device-specific information) in its possession or control that comply with any applicable contractual and legal requirements and meet industry standards, and (vii) the Company and its Subsidiaries have in place with use commercially reasonable efforts to protect the third-party owners confidentiality, integrity and operators security of all data centers which provide services related to the business of information technology systems owned or controlled by the Company and its Subsidiaries written agreements that ensure that such Third Parties adhere to and are in compliance with commercially reasonable standards and requirements. (g) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws pertaining to (i) data security, cybersecurity, privacy, and (ii) the collection, storage, from any unauthorized use, access, disclosureinterruption, processing, security, and transfer of personal data, to the extent that it is subject to same. Except as set forth in Schedule 3.17(g) of the Seller Disclosure Letter, the Company Entities do not have any premises, employees or tangible assets, and does not conduct any business activities, in any country other than the United Statesmodification.