Common use of Intellectual Property; Data Privacy Clause in Contracts

Intellectual Property; Data Privacy. (a) Section 3.13(a) of the Company Disclosure Schedules sets forth a correct and complete list of all Company Registered IP, indicating for each item, as applicable: (i) the name of the applicant/registrant and current legal and beneficial owner(s); (ii) the jurisdiction where the application/registration is located (or, for Internet domain names, the applicable registrar); and (iii) the application or registration number. All registration, maintenance, renewal and annuity fees and required documents to be filed in connection with Company Registered IP have been (or will be, prior to Closing) timely paid or filed, as the case may be. No Company Registered IP is subject to any outstanding Order adversely affecting the validity or enforceability of, or the Group Company’s ownership or use of, or rights in or to, any such Company Registered IP. (b) The Group Companies exclusively own all Company Intellectual Property, free and clear of all Liens other than Permitted Liens. (c) To the knowledge of the Company, the Group Companies own or have sufficient and valid rights to use all Intellectual Property Rights material to, and used in or necessary for, the conduct of their businesses as currently conducted and as currently planned to be conducted, and all such rights shall survive the consummation of the transactions contemplated by this Agreement, without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to any such Intellectual Property Rights. (d) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liability to any Group Company, to the knowledge of the Company, the conduct of the business of the Group Companies does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated in the past three (3) years, any Intellectual Property Rights of any other Person, whether directly or indirectly. No Group Company has received any written claim, notice, invitation to license or similar communication within the past three (3) years, and there is no Proceeding pending or threatened against any Group Company, (i) alleging any of the foregoing or (ii) contesting or challenging the use, validity, enforceability or ownership of any Company Intellectual Property. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to any Group Company, to the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated in the past three (3) years, any Company Intellectual Property, whether directly or indirectly. No Group Company has asserted, or threatened to assert, any Proceeding against any Person regarding any of the foregoing. (f) The Group Companies have taken commercially reasonable steps to protect and preserve the confidentiality of all material Trade Secrets that are owned, used or held for use by the Company. No such Trade Secrets have been made available to or, to the knowledge of the Company, discovered by, any Person except pursuant to valid and appropriate confidentiality and non-disclosure obligations requiring any such Person (i) to maintain the confidentiality thereof and (ii) not to use such Trade Secrets except as authorized by the Company, and such obligations have not, to the knowledge of the Company, been breached by any party thereto in any material respect. (g) All current employees, consultants, advisors and independent contractors of the Group Companies who have contributed to the creation or development of any material Intellectual Property Rights for or on behalf of any Group Company have executed and delivered to such Group Company a written, valid and enforceable Contract containing an irrevocable present assignment to such Group Company of all such Person’s right, title and interest in any such Intellectual Property Rights. To the knowledge of the Company, no employee, consultant, advisor or independent contractor of any Group Company retains or claims to retain any rights in, nor has any of them filed an application to register, any such Intellectual Property Rights. (h) To the knowledge of the Company, the Company IT Assets (i) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Group Companies in connection with their businesses, (ii) have not materially malfunctioned or failed to function in the past three (3) years and (iii) are free from any material disabling codes or instructions, spyware, trojan horses, worms, viruses or other software routines that facilitate or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials. To the knowledge of the Company, in the past three (3) years, there has been no unauthorized access to or unauthorized use of any Company IT Assets in any material respect. To the knowledge of the Company, the Group Companies have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security of the Company IT Assets, as applicable. (i) The Group Companies have complied in all material respects with all Privacy Laws and Company Privacy Commitments and, to the knowledge of the Company, no circumstance has arisen in which Privacy Laws, or any applicable guidance or codes of practice promulgated under Privacy Laws, would require any Group Company to notify a Governmental Entity or any individual of any actual or suspected unauthorized access or use of Personal Information. In the past three (3) years, no Group Company has received any written notice, order, inquiry, investigation, complaint or other communication alleging non-compliance with any Privacy Laws or Company Privacy Commitments. (j) To the knowledge of the Company, there has been no material loss, theft, misuse of, or unauthorized access to, use, modification or disclosure of Personal Information Processed by or on behalf of any Group Company.

Intellectual Property; Data Privacy. (a) Section 3.13(a3.14(a) of the Company Disclosure Schedules Schedule sets forth a correct complete and complete accurate list of all registered Patents, Patent applications, Xxxx registrations, Xxxx applications, registered Copyrights, Copyright applications and domain name registrations, in each case owned or purported to be owned by the Company or any of its Subsidiaries (“Registered IP”) and any material unregistered Marks owned or purported to be owned by the Company or its Subsidiaries, and specifies, where applicable, the jurisdictions in which each such item of Registered IP has been applied for, issued or registered. The Registered IP is subsisting and unexpired (except as otherwise noted in Section 3.14(a) of the Company Disclosure Schedule), and to the Company’s knowledge, valid and enforceable. The Company or one of its Subsidiaries (i) solely own all right, title, and interest in and to the Registered IP, indicating for each item, as applicable: (i) the name of the applicant/registrant and current legal and beneficial owner(s); (ii) own all other material proprietary Intellectual Property purported to be owned by the jurisdiction where the application/registration is located (orCompany, for Internet domain names, the applicable registrar); and (iii) have valid and continuing rights to use and otherwise exploit all other Intellectual Property used, held for use, or practiced by the application or registration number. All registration, maintenance, renewal business as currently conducted and annuity fees and required documents as currently proposed to be filed conducted (“Company IP”), in connection with Company Registered IP have been each of the foregoing clauses (or will be, prior to Closing) timely paid or filed, as the case may be. No Company Registered IP is subject to any outstanding Order adversely affecting the validity or enforceability of, or the Group Company’s ownership or use of, or rights in or to, any such Company Registered IP. (b) The Group Companies exclusively own all Company Intellectual Propertyi)-(ii), free and clear of all Liens (other than Permitted Liens. (c) To the knowledge ). The Company IP comprises all of the Company, the Group Companies own or have sufficient and valid rights to use all Intellectual Property Rights material to, used or held for use in connection with the operation of the business of the Company and used in or necessary for, the conduct of their businesses its Subsidiaries as currently conducted and as currently planned proposed to be conducted. The Company and its Subsidiaries have taken reasonable steps to protect, maintain and enforce their respective rights in their Intellectual Property and confidential information of third persons provided to the Company or any of its Subsidiaries. (b) To the Company’s knowledge, since January 1, 2019, neither the Company nor any of its Subsidiaries is, and all such rights shall survive the consummation operation of the transactions contemplated by this AgreementCompany’s and its Subsidiaries’ businesses as currently conducted is not, without modificationInfringing the Intellectual Property of any other person in any material respect. Since January 1, cancellation2019, termination, suspension ofthere have not been and are not currently any Claims pending, or acceleration of any rightto the Company’s knowledge, obligation threatened (including cease-and-desist letters and invitations to take a patent license), or payment Orders issued by a Governmental Entity, with respect to (i) allegations that the Company or any such of its Subsidiaries has Infringed or is Infringing any Intellectual Property Rights. of any other person, (dii) Except challenges to the ownership, validity or enforceability of the Registered IP or any material unregistered proprietary Intellectual Property owned by the Company or its Subsidiaries or (iii) restrictions in any material manner of the use, transfer or licensing of the Registered IP or any material unregistered proprietary Intellectual Property owned by the Company or its Subsidiaries, except, in each case, as has not resulted in and would not have or reasonably be expected to result inhave, individually or in the aggregate, material liability to any Group Companya Material Adverse Effect. Since January 1, 2019, to the knowledge of Company’s knowledge, no third party has Infringed or is Infringing the Company, the conduct of the business of the Group Companies does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated in the past three (3) years, any Intellectual Property Rights of owned by the Company or its Subsidiaries in any other Person, whether directly or indirectly. No Group Company has received any written claim, notice, invitation to license or similar communication within the past three (3) years, and there is no Proceeding pending or threatened against any Group Company, (i) alleging any of the foregoing or (ii) contesting or challenging the use, validity, enforceability or ownership of any Company Intellectual Property. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to any Group Companyrespect and, to the knowledge of the Company, no Person such activity is infringingoccurring that has resulted in a material liability to the Company and its Subsidiaries, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated in the past three (3) years, any Company Intellectual Property, whether directly or indirectly. No Group Company has asserted, or threatened to assert, any Proceeding against any Person regarding any of the foregoingtaken as a whole. (fc) The Group Companies Except as would not have taken commercially reasonable steps or reasonably be expected to protect and preserve have a Material Adverse Effect, the confidentiality of all material Trade Secrets that are owned, used or held for use by the Company. No such Trade Secrets have been made available to or, to the knowledge consummation of the CompanyMerger will not, discovered byunder any Material Contract required to be listed on Section 3.10(a)(xii) of the Company Disclosure Schedule, any Person except pursuant to valid and appropriate confidentiality and non-disclosure obligations requiring any such Person result in (i) the termination of any license of Intellectual Property to maintain the confidentiality thereof and Company or any of its Subsidiaries by a third person or (ii) not to use such Trade Secrets except as authorized the granting by the Company, and such obligations have not, Company or any of its Subsidiaries of any license or rights to the knowledge of the Company, been breached by any party thereto in any material respectIntellectual Property. (gd) All Neither the Company nor any of its Subsidiaries is not under any obligation to license any material Intellectual Property to any Governmental Entity because it has received funding to develop such Intellectual Property from a Governmental Entity. Neither the Company nor any Subsidiary is now or has ever been a member or promoter of, or a contributor to, any industry standards body or any similar organization that would reasonably be expected to require or obligate the Company or any Subsidiary to grant or offer to any other person any license or other right to any material Intellectual Property. (e) Each current employeesand former officer, consultantsemployee, advisors and consultant, independent contractors of contractor, or other personnel engaged in the Group Companies who have contributed to the creation or development of any material Intellectual Property Rights or technology for the Company or on behalf of any Group Company have its Subsidiaries has executed a proprietary information and delivered confidentiality agreement, which, to such Group Company a writtenthe extent permitted by Law, valid and enforceable Contract containing an irrevocable present assignment to such Group Company assigns ownership of all such Person’s right, title and interest in any such material Intellectual Property Rightsdeveloped or created by such personnel for the Company or its Subsidiaries under the applicable agreement to the Company or its Subsidiaries. In addition, the Company has caused each current and former officer, employee, consultant, independent contractor, or other personnel with access to the trade secrets of the Company or its Subsidiaries to execute a binding confidentiality agreement relating thereto. To the knowledge of the Company, no employee, consultant, advisor or independent contractor there has not been any breach of any Group of the foregoing by a party thereto. No trade secrets have been accessed by any person, or has been authorized to be disclosed or has been actually disclosed by the Company retains or claims its Subsidiaries to retain any rights in, nor has any of them filed an application person other than (A) pursuant to register, a written confidentiality Contract or other confidentiality obligation restricting the disclosure and use thereof or (B) any such Intellectual Property Rightsaccess or disclosure that would not reasonably be expected to have or reasonably be expected to have in a Material Adverse Effect. (hf) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is (A) bound by or otherwise subject to any Contract materially restricting him or her from performing his or her duties, or (B) in material breach of any Contract with any former employer or other person concerning Intellectual Property or confidentiality due to his or her activities as an employee of the Company or its Subsidiaries. (g) None of the software owned by the Company or its Subsidiaries contains, or is distributed with, any software that is licensed pursuant to an open source, copyleft or community source code license or is otherwise subject to the terms of an Open Source License (including any libraries or code, software, technologies or other materials that are licensed or distributed under any General Public License, Lesser General Public License, MIT License, Apache License or similar license arrangement or other distribution model; such software collectively referred to as “Open Source Software”) in any manner that requires or conditions the Company’s or any of its Subsidiaries’ use or distribution of such Open Source Software on the disclosure, licensing or distribution of any Intellectual Property owned by the Company and its Subsidiaries (other than modifications to such Open Source Software). To the knowledge of the Company, all Open Source Software distributed by the Company and its Subsidiaries is distributed in material compliance with the applicable Open Source License, except as would not have or reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, the software owned by the Company or its Subsidiaries is free of all material defects, errors, or bugs, and does not contain viruses, trap doors, Trojan horses or other corruptants or contaminants that are designed to impair the normal function of IT Assets or result in unauthorized disclosure or access to Personal Data. (h) Neither the Company nor any Subsidiary is a party to any agreement with a third party requiring the deposit of source code of any software owned by the Company or any Subsidiary for the benefit of any third party. No third party other than those who require such access to provide services for or on behalf of the Company or a Subsidiary has any current or contingent access or possession of (or the right to access or possess) such source code, and no such source code will be required to be released (from escrow or otherwise) in connection with the transactions contemplated by this Agreement. (i) The Company and its Subsidiaries are and at all times have been in material compliance with (i) all Privacy Policies, (ii) all Privacy Laws, and the Payment Card Industry Data Security Standard, as adopted by the PCI Security Standards Council, LLC to the extent applicable, and (iii) contracts pertaining to Personal Data, data privacy and data security (including those relating to the cross border transfer, access and handling, or processing of any Personal Data) ((i), (ii), and (iii), collectively, the “Data Protection Obligations”). Except as set out in Section 3.14(i) of the Company Disclosure Schedule, there have been no Claims made or to the Company’s knowledge, threatened against the Company or any of its Subsidiaries alleging a violation of Personal Data or Data Protection Obligations. (j) The execution, delivery and performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; the consummation of the Merger; or any of the transactions contemplated by this Agreement will not result in any violation of any Privacy Policy of any websites or mobile applications owned by the Company and its Subsidiaries or Data Protection Obligations. (k) To the knowledge of the Company, except as would not have or reasonably be expected to have a Material Adverse Effect, all of the IT Assets are sufficient in all material respects for the current needs of the business of the Company and its Subsidiaries. The IT Assets (i) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Group Companies in connection with their businesses, (ii) since January 1, 2019, there have not materially malfunctioned been no outages of or failed to function performance degradation in the past three IT Assets, in each case, except as would not be or reasonably be expected to be a Material Adverse Effect. (3l) years The Company and (iii) are free from any its Subsidiaries use commercially reasonable efforts to protect and maintain the security and operation of Personal Data and their material disabling codes IT Assets against any, breaches, outages, violations, loss or instructionstheft, spywareor accidental, trojan horses, worms, viruses unlawful or other software routines that facilitate or cause unauthorized access to, or disruptionuse, impairmentalteration, disablementdestruction, loss, modification, compromise, or destruction ofother unauthorized disclosure of IT Assets or Personal Data, software, data or other materialsdata security incidents (“Security Incident”). To the knowledge Except as set out in Section 3.14(l) of the Company Disclosure Schedule, to the Company’s knowledge, in the past three (3) years, there has have been no material Security Incidents, except in each case as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries have established, implemented and maintained a written information security program that is commercially reasonable and: (i) includes administrative, technical and physical safeguards to safeguard the security, confidentiality, and integrity of their material IT Assets and Personal Data and (ii) protects against unauthorized access to or unauthorized use of any Company their material IT Assets in any material respect. To the knowledge of the Company, the Group Companies have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security of the Company IT Assets, as applicablePersonal Data. (im) The Group Companies have complied in all material respects with all Privacy Laws and Company Privacy Commitments and, to the knowledge For purposes of the Company, no circumstance has arisen in which Privacy Laws, or any applicable guidance or codes of practice promulgated under Privacy Laws, would require any Group Company to notify a Governmental Entity or any individual of any actual or suspected unauthorized access or use of Personal Information. In the past three (3) years, no Group Company has received any written notice, order, inquiry, investigation, complaint or other communication alleging non-compliance with any Privacy Laws or Company Privacy Commitments. (j) To the knowledge of the Company, there has been no material loss, theft, misuse of, or unauthorized access to, use, modification or disclosure of Personal Information Processed by or on behalf of any Group Company.this Agreement:

Intellectual Property; Data Privacy. (a) Section 3.13(a4.13(a) of the Company Disclosure Schedules sets forth a correct and complete list of all Company Registered IP, indicating for each item, as applicable: (i) the name of the applicant/registrant and current legal and beneficial owner(s); (ii) the jurisdiction where the application/registration is located (or, for Internet domain names, the applicable registrar); and (iii) the application or registration number. All registration, maintenance, renewal and annuity fees and required documents to be filed in connection with Company Registered IP have been (or will be, prior to Closing) timely paid or filed, as the case may be. No Company Registered IP is subject to any outstanding Order adversely affecting the validity or enforceability of, or the Group Company’s ownership or use of, or rights in or to, any such Company Registered IP. (b) The Group Companies exclusively own all Company Intellectual Property, free and clear of all Liens other than Permitted Liens. (c) To the knowledge of the Company, the Group Companies own or have sufficient and valid rights to use all Intellectual Property Rights material to, and used in or necessary for, the conduct of their businesses as currently conducted and as currently planned to be conducted, and all such of which rights shall survive the consummation of the transactions contemplated by this Agreement, without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to any such Intellectual Property Rights. (d) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liability to any Group Company, to the knowledge of the Company, the conduct of the business of the Group Companies does not infringe, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated in the past three (3) years, any Intellectual Property Rights of any other Person, whether directly or indirectly. No Group Company has received any written claim, notice, invitation to license or similar communication within the past three (3) years, and there is no Proceeding pending or threatened against any Group Company, (i) alleging any of the foregoing or (ii) contesting or challenging the use, validity, enforceability or ownership of any Company Intellectual Property. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to any Group Company, to the knowledge of the Company, no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated in the past three (3) years, any Company Intellectual Property, whether directly or indirectly. No Group Company has asserted, or threatened to assert, any Proceeding against any Person regarding any of the foregoing. (f) The Group Companies have taken commercially reasonable steps to protect and preserve the confidentiality of all material Trade Secrets that are owned, used or held for use by the Company. No such Trade Secrets have been made available to or, to the knowledge of the Company, discovered by, any Person except pursuant to valid and appropriate confidentiality and non-disclosure obligations requiring any such Person (i) to maintain the confidentiality thereof and (ii) not to use such Trade Secrets except as authorized by the Company, and such obligations have not, to the knowledge of the Company, been breached by any party thereto in any material respect. (g) All current employees, consultants, advisors and independent contractors of the Group Companies who have contributed to the creation or development of any material Intellectual Property Rights for or on behalf of any Group Company have executed and delivered to such Group Company a written, valid and enforceable Contract containing an irrevocable present assignment to such Group Company of all such Person’s right, title and interest in any such Intellectual Property Rights. To the knowledge of the Company, no employee, consultant, advisor or independent contractor of any Group Company retains or claims to retain any rights in, nor has any of them filed an application to register, any such Intellectual Property Rights. (h) To the knowledge of the Company, the Company IT Assets (i) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Group Companies in connection with their businesses, (ii) have not materially malfunctioned or failed to function in the past three (3) years and (iii) are free from any material disabling codes or instructions, spyware, trojan Trojan horses, worms, viruses or other software routines that facilitate or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials. To the knowledge of the Company, in the past three (3) years, there has been no unauthorized access to or unauthorized use of any Company IT Assets in any material respect. To the knowledge of the Company, the Group Companies have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security of the Company IT Assets, as applicable. (i) The Group Companies have complied in all material respects with all Privacy Laws and Company Privacy Commitments and, to the knowledge of the Company, no circumstance has arisen in which Privacy Laws, or any applicable guidance or codes of practice promulgated under Privacy Laws, would require any Group Company to notify a Governmental Entity or any individual of any actual or suspected unauthorized access or use of Personal Information. In the past three (3) years, no Group Company has received any written notice, order, inquiry, investigation, complaint or other communication alleging non-compliance with any Privacy Laws or Company Privacy Commitments. (j) To the knowledge of the Company, there has been no material loss, theft, misuse of, or unauthorized access to, use, modification or disclosure of Personal Information Processed by or on behalf of any Group Company.

Intellectual Property; Data Privacy. (a) Section 3.13(a4.18(a) of the Company Disclosure Schedules Schedule sets forth forth, as of the date hereof, a correct complete and complete accurate list of all material Company Registered IP, indicating for each item, as applicable: , the record owner(s), the registration or application number, the registration or application date, and the applicable filing jurisdiction. Except as would not be material, individually or in the aggregate, to the business of the Company and its Subsidiaries, all Company Registered IP (i) that is issued, registered or granted, is unexpired, subsisting, and, to the name Knowledge of the applicant/registrant Company, valid and current legal enforceable, and beneficial owner(s); (ii) to the jurisdiction where Knowledge of the application/registration Company is located (or, for Internet domain names, the applicable registrar); and (iii) the application or registration number. All registration, maintenance, renewal and annuity fees and required documents to be filed in connection with Company Registered IP have been (or will be, prior to Closing) timely paid or filed, as the case may be. No Company Registered IP is not subject to any outstanding Order adversely affecting the validity or enforceability of, or the Group Company’s or its Subsidiaries’ ownership or use of, or rights in or to, any such Company Registered IPIntellectual Property Rights. (b) The Group Companies exclusively own all Company Intellectual PropertyExcept as would not, free and clear of all Liens other than Permitted Liens. (c) To individually or in the knowledge aggregate, reasonably be expected to be material to the business of the CompanyCompany and its Subsidiaries, the Group Companies own Company and its Subsidiaries own, or have sufficient and valid rights to use use, all Intellectual Property Rights material to, and used in or necessary for, for the conduct of their respective businesses as currently conducted and as currently planned to be conductedconducted by the Company, and all such of which rights shall survive the consummation of the transactions contemplated by this Agreement, Agreement without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to any such Intellectual Property Rights. (dc) Except as has not resulted in and would not reasonably be expected to result innot, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, the Company and its Subsidiaries exclusively own all Company Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). (d) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to any Group Companythe Company and its Subsidiaries, to the knowledge of the Companytaken as a whole, the conduct of the business respective businesses of the Group Companies Company and its Subsidiaries (i) does not infringe, misappropriate or otherwise violate, and since the Applicable Date, has not infringed, misappropriated or otherwise violated in the past three (3) yearsviolated, any Intellectual Property Rights of any other Person, whether directly or indirectly. No Group Company ; and (ii) there has received any written claim, notice, invitation to license or similar communication within the past three (3) years, and there is been no Proceeding pending or threatened against the Company or any Group Company, (i) alleging of its Subsidiaries regarding any of the foregoing or (ii) contesting or challenging the use, validity, enforceability or ownership of any Company Intellectual Propertyforegoing. (e) Except as has not been, and would not reasonably be expected to benot, individually or in the aggregate, reasonably be expected to be material to any Group Companythe business of the Company and its Subsidiaries, to the knowledge Knowledge of the Company, since the Applicable Date, (i) no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated in the past three (3) yearsviolated, any Company Intellectual Property, whether directly or indirectly. No Group ; and (ii) neither the Company nor any of its Subsidiaries has asserted, asserted or threatened to assert, any Proceeding against any Person regarding any of the foregoing. (f) The Group Companies Company and its Subsidiaries have taken commercially reasonable steps measures to protect and preserve maintain: (i) the material Company Intellectual Property; and (ii) the confidentiality of all material Trade Secrets that are owned, used or held for use by the Company or any of its Subsidiaries. To the Knowledge of the Company. No , such Trade Secrets have not been made available to or, to the knowledge of the Company, discovered used by, disclosed to or discovered by any Person Person, except pursuant to valid and appropriate confidentiality and non-enforceable non- disclosure obligations requiring any such Person (i) to maintain the confidentiality thereof and (ii) agreements, which have not to use such Trade Secrets except as authorized by the Company, and such obligations have not, to the knowledge of the Company, been breached by such Person, nor, has any party thereto in Person misappropriated any material respectof such Trade Secrets. (g) All current employeesExcept as would not, consultantsindividually or in the aggregate, advisors and reasonably be expected to be material to the Company or any of its Subsidiaries, each Person who is or was an employee, officer, director, consultant or independent contractors contractor of the Group Companies who have contributed to Company or any of its Subsidiaries and involved in the development or creation or development of any material Intellectual Property Rights for or on behalf of the Company or any Group Company have executed and delivered to such Group Company of its Subsidiaries has signed a written, valid and enforceable Contract agreement containing an irrevocable present assignment to such Group the Company or its Subsidiary, as appropriate, of all such Person’s right, title and interest in any such Intellectual Property Rights. To the knowledge of the Company, and no employeesuch Person retains any right, consultant, advisor title or independent contractor of any Group Company retains interest in or claims to retain any rights in, nor has any of them filed an application to register, any such Intellectual Property Rights. (h) To the knowledge Knowledge of the Company, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, the IT Assets owned, used or held for use (including through cloud-based or other third-party service providers) by the Company or any of its Subsidiaries (i) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Group Companies in connection with their businessesbusiness of the Company or any of its Subsidiaries, (ii) have not materially malfunctioned or failed to function in since the past three (3) years Applicable Date and (iii) are free from 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 any other disabling or malicious code. The Company and its Subsidiaries have implemented commercially reasonable measures to protect the confidentiality, integrity and security of such IT Assets material disabling codes or instructionsto the business, spyware, trojan horses, worms, viruses or other software routines that facilitate or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materialsas applicable. To the knowledge Knowledge of the Company, in since the past three (3) yearsApplicable Date, there has been no unauthorized access to or unauthorized use of any Company such IT Assets in any material respect. To the knowledge of the Company, the Group Companies have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security of the Company IT Assets, as applicable. (i) The Group Companies Company and its Subsidiaries have complied in all material respects complied with all Privacy Laws and Company Privacy Commitments and, to the knowledge Knowledge of the Company, no circumstance has arisen in which Privacy Laws, Laws would require the Company or any applicable guidance or codes of practice promulgated under Privacy Laws, would require any Group Company its Subsidiaries to notify a Governmental Entity of a data security breach or any individual of any actual security or suspected unauthorized access or use of Personal Informationsimilar incident, except as would not reasonably be expected to be material to the Company. In Since the past three (3) yearsApplicable Date, no Group the Company has and its Subsidiaries have not received any written notice, order, inquiry, investigation, complaint or other communication alleging material non-compliance with any Privacy Laws or Company Privacy Commitments. (j) The Company and its Subsidiaries have at all times taken commercially reasonable steps to ensure that Personal Information processed, collected, stored, transferred or otherwise used by the Company or any of its Subsidiaries, or on behalf of the Company or any of its Subsidiaries, is protected against loss, theft, misuse, or unauthorized access, use, or disclosure. To the knowledge Knowledge of the Company, there has been no material loss, theft, misuse of, or unauthorized access to, use, modification or disclosure of of, such Personal Information Processed by or on behalf of any Group CompanyInformation.

Intellectual Property; Data Privacy. (a) Section 3.13(aSchedule 3.16(a) of the Company Disclosure Schedules sets forth a correct true and complete list of all Company (i) Owned Intellectual Property that is Registered IP, indicating including, for each itemitem listed, the record owner, jurisdiction and issuance, registration or application number and date, as applicable: (i) the name , of the applicant/registrant and current legal and beneficial owner(s); such item, (ii) material unregistered trademarks owned by any member of the jurisdiction where the application/registration is located (orCompany Group, for Internet domain names, the applicable registrar); and (iii) the application or registration numbermaterial Company Software currently made generally available. All registrationregistrations set forth on Schedule 3.16(a) are valid and in force, maintenance, renewal and annuity fees all applications set forth on Schedule 3.16(a) are pending and in good standing. All payments and filings required documents to be filed made or taken to obtain, perfect, or maintain in connection with Company Registered IP full force and effect each item of Intellectual Property set forth on Schedule 3.16(a) have been (or will be, prior to Closing) timely paid or filed, as and made through the case may be. No Company Registered IP is subject to any outstanding Order adversely affecting the validity or enforceability of, or the Group Company’s ownership or use of, or rights in or to, any such Company Registered IPClosing Date. (b) The Group Companies exclusively own (i) A member of the Company Group, as applicable, is the sole and exclusive owner of all Company right, title and interest in and to the Owned Intellectual PropertyProperty (including all Intellectual Property required to be set forth on Schedule 3.16(a)), free and clear of all Liens (other than Permitted Liens. ); and (cii) To the knowledge a member of the Company, the Company Group Companies own owns or have sufficient and has a valid rights right to use in the manner currently used, all Intellectual Property Rights material to, and used in or necessary for, the conduct of their businesses as currently conducted and as currently planned to be conducted, and all such rights shall survive the consummation of the transactions contemplated by this Agreement, without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to any such Intellectual Property Rights. (d) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liability to any Group Company, to the knowledge of the Company, for the conduct of the business of the Company Group Companies does not infringe, misappropriate as currently conducted (the “Company Intellectual Property”). (c) No member of the Company Group nor the operation or otherwise violate, and conduct of their businesses is currently or has not during the three-year period prior to the date of this Agreement infringed, misappropriated or otherwise violated in the past three (3) years, any Intellectual Property Rights of any other Person. ACTIVE 274341277 There are no Actions pending and during the three-year period prior to the date of this Agreement, whether directly or indirectly. No no member of the Company Group Company has received any written claimnotice from any Person or, noticeto Company’s Knowledge, invitation to license or similar communication within the past three (3) years, and there is no Proceeding pending or threatened against any Group Company, threats (i) alleging that any member of the foregoing Company Group or the conduct of the business of the Company Group is or has infringed, misappropriated or violated any Intellectual Property of any Person or (ii) contesting or challenging the useregistration, validity, enforceability use or ownership by any member of the Company Group of or the validity or enforceability of any Company Owned Intellectual Property, excluding any patent or trademark prosecution or maintenance related communications or actions in the ordinary course before the U.S. Patent and Trademark Office or similar Governmental Authority. (d) To the Company’s Knowledge, no Person has during the three-year period prior to the date of this Agreement infringed, misappropriated or otherwise violated and no Person is currently infringing, misappropriating or otherwise violating any Owned Intellectual Property. (e) Except as Each member of the Company Group has not been, used commercially reasonable efforts to maintain and would not reasonably be expected to be, individually or protect the confidentiality of all trade secrets included in the aggregate, material to any Group Company, to the knowledge of Owned Intellectual Property. To the Company’s Knowledge, there has been no Person is infringing, misappropriating unauthorized disclosure or otherwise violating, or has infringed, misappropriated or otherwise violated use of any trade secrets included in the past three (3) years, any Company Owned Intellectual Property, whether directly or indirectly. No Group Company has asserted, or threatened to assert, any Proceeding against any Person regarding any of the foregoing. (f) The Group Companies have taken commercially reasonable steps to protect and preserve the confidentiality of all material Trade Secrets that All Persons who are owned, used or held for use by the Company. No such Trade Secrets have been made available to or, to the knowledge of the Company, discovered by, any Person except pursuant to valid and appropriate confidentiality and non-disclosure obligations requiring any such Person (i) to maintain the confidentiality thereof and (ii) not to use such Trade Secrets except as authorized by the Company, and such obligations have not, to the knowledge of the Company, been breached by any party thereto were involved in any material respect. (g) All current employees, consultants, advisors and independent contractors of the Group Companies who have contributed to the creation or development of any material Intellectual Property Rights for or on behalf of any of the members of the Company Group Company have executed and delivered done so pursuant to such Group Company a written, valid and enforceable Contract containing an irrevocable agreement that includes a present assignment to such the applicable member of the Company Group Company of all such Person’s right, title and interest in any and to all such Intellectual Property Rights. To created within the knowledge scope of such Person’s employment or engagement thereby. (g) Except as set forth on Schedule 3.16(g), no member of the CompanyCompany Group has licensed or provided to any Person, no employeeor allowed any Person to access or use, consultantany source code for any material Company Software, advisor or independent contractor other than employees, contractors and consultants of any member of the Company Group that have confidentiality obligations to any member of the Company retains Group with respect to such source code. No source code for any Company Software is in escrow. No member of the Company Group has a duty or claims obligation (whether present, contingent or otherwise) to retain deliver, license or make available the source code for any rights in, nor has Company Software to any of them filed an application to register, any such Intellectual Property Rightsescrow agent or other Person. (h) To the knowledge of the CompanyExcept as set forth on Schedule 3.16(h), the no material Company IT Assets Software uses, incorporates, contains, is combined with, is distributed with, is derived from, has embedded in it or is being or was developed using any software that is subject to an “open source,” copyleft, or similar license in a manner that: (i) operate and perform imposes or could impose a requirement or condition that the any member of the Company Group grant a license under its patent rights or that any Company Software or part thereof: (A) be disclosed or distributed in all material respects in accordance with their documentation and functional specifications and otherwise as required by source code form; (B) be licensed for the Group Companies in connection with their businesses, purpose of making modifications or derivative works; or (C) be redistributable at no charge; or (ii) have not materially malfunctioned otherwise imposes or failed to function in the past three (3) years and (iii) are free from could impose any other material disabling codes or instructionslimitation, spyware, trojan horses, worms, viruses or other software routines that facilitate or cause unauthorized access torestriction, or disruption, impairment, disablement, condition on the right or destruction of, software, data or other materials. To the knowledge of the Company, in the past three (3) years, there has been no unauthorized access to or unauthorized use ability of any Company IT Assets in any material respect. To the knowledge of the Company, the Group Companies have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security member of the Company IT AssetsGroup to use, as applicable.distribute or control any such Company Software. ACTIVE 274341277 (i) The Group Companies have complied in all material respects with all Privacy Laws and Company Privacy Commitments and, to the knowledge None of the CompanyCompany Software contains, no circumstance has arisen in which Privacy Lawsas of or prior to Closing, any bug, defect or any applicable guidance error that materially and adversely affects the use, functionality or codes performance of practice promulgated under Privacy Laws, would require any Group such Company to notify a Governmental Entity or any individual of any actual or suspected unauthorized access or use of Personal Information. In the past three (3) years, no Group Company has received any written notice, order, inquiry, investigation, complaint or other communication alleging non-compliance with any Privacy Laws or Company Privacy CommitmentsSoftware. (j) To the knowledge Company’s Knowledge, no Company Software contains, as of or prior to Closing, any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the Companyfollowing functions: (i) disrupting, there has been no material lossdisabling, theft, misuse harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent (collectively, “Malicious Code”). (k) The Company and its Subsidiaries maintain an Information Security Program and there have been no material violations of the Information Security Program. The Company has assessed and tested its Information Security Program on a no less than annual basis; remediated all critical and high risks and vulnerabilities; and the Information Security Program has proven sufficient and compliant with Privacy Requirements in all material respects. The IT Systems currently used by the Company Group are in good working condition, do not contain any Malicious Code, and perform in a manner sufficient to conduct the business of the Company Group. The IT Systems have been properly maintained, in all material respects, in accordance with prudent industry standards, to ensure proper operation, monitoring and use. All Company Data will continue to be available for Processing following the Closing on substantially the same terms and conditions as existed immediately before the Closing. (l) The Company Group complies and has complied at all times, modification in all material respects, with Company Privacy Policies and the Privacy Requirements. To the extent required by Privacy Requirements or disclosure Company Privacy Policies, (i) Personal Data is stored and transmitted by the Company and its Subsidiaries in an encrypted manner, and (ii) Personal Data is securely deleted or destroyed by the Company and its Subsidiaries. Neither the execution, delivery or performance of this Agreement nor any of the Related Documents, nor the consummation of any of the transactions contemplated by this Agreement or any Related Documents violate any Privacy Requirements or Company Privacy Policies. Where the Company or its Subsidiaries uses a Data Processor to Process Personal Data, the Data Processor has provided guarantees, warranties or covenants in relation to Processing of Personal Information Processed by Data, confidentiality, and security measures, and has agreed to comply with those obligations in a manner sufficient for the Company’s and its Subsidiaries’ compliance with Privacy Requirements. (m) The Company, its Subsidiaries, and, to the Company’s Knowledge, their respective Data Processors, have not suffered a Security Incident, have not been required to notify any Person or on behalf Governmental Authority of any Security Incident, and have not been adversely affected in any material respects by any Malicious Code, ransomware or malware attacks, or denial-of-service attacks on any IT Systems. No member of the Company Group nor any third party acting at the direction or authorization of the Company Group has paid any perpetrator of any actual or threatened Security Incident or cyber attack, including, but not limited to a ransomware attack or a denial-of-service attack. No member of the Company Group received a ACTIVE 274341277 written notice (including any enforcement notice), letter, or complaint from a Governmental Authority or any Person alleging noncompliance or potential noncompliance with any Privacy Requirements or Company Privacy Policies and has not been subject to any proceeding relating to noncompliance or potential noncompliance with Privacy Requirements or the Company’s Processing of Personal Data. No member of the Company Group is in material breach or default of any contracts relating to the IT Systems or to Company Data and does not transfer Personal Data internationally except where such transfers comply with applicable Privacy Requirements and Company Privacy Policies. The Company Group maintains, and has maintained, cyber liability insurance with reasonable coverage limits.

Intellectual Property; Data Privacy. (a) Section 3.13(a4.18(a) of the Company Disclosure Schedules Schedule sets forth forth, as of the date hereof, a correct complete and complete accurate list of all material Company Registered IP, indicating for each item, as applicable: , the record owner(s), the registration or application number, the registration or application date, and the applicable filing jurisdiction. Except as would not be material, individually or in the aggregate, to the business of the Company and its Subsidiaries, all Company Registered IP (i) that is issued, registered or granted, is unexpired, subsisting, and, to the name Knowledge of the applicant/registrant Company, valid and current legal enforceable, and beneficial owner(s); (ii) to the jurisdiction where Knowledge of the application/registration Company is located (or, for Internet domain names, the applicable registrar); and (iii) the application or registration number. All registration, maintenance, renewal and annuity fees and required documents to be filed in connection with Company Registered IP have been (or will be, prior to Closing) timely paid or filed, as the case may be. No Company Registered IP is not subject to any outstanding Order adversely affecting the validity or enforceability of, or the Group Company’s or its Subsidiaries’ ownership or use of, or rights in or to, any such Company Registered IPIntellectual Property Rights. (b) The Group Companies exclusively own all Company Intellectual PropertyExcept as would not, free and clear of all Liens other than Permitted Liens. (c) To individually or in the knowledge aggregate, reasonably be expected to be material to the business of the CompanyCompany and its Subsidiaries, the Group Companies own Company and its Subsidiaries own, or have sufficient and valid rights to use use, all Intellectual Property Rights material to, and used in or necessary for, for the conduct of their respective businesses as currently conducted and as currently planned to be conductedconducted by the Company, and all such of which rights shall survive the consummation of the transactions contemplated by this Agreement, Agreement without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to any such Intellectual Property Rights. (dc) Except as has not resulted in and would not reasonably be expected to result innot, individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, the Company and its Subsidiaries exclusively own all Company Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). (d) Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to any Group Companythe Company and its Subsidiaries, to the knowledge of the Companytaken as a whole, the conduct of the business respective businesses of the Group Companies Company and its Subsidiaries (i) does not infringe, misappropriate or otherwise violate, and since the Applicable Date, has not infringed, misappropriated or otherwise violated in the past three (3) yearsviolated, any Intellectual Property Rights of any other Person, whether directly or indirectly. No Group Company ; and (ii) there has received any written claim, notice, invitation to license or similar communication within the past three (3) years, and there is been no Proceeding pending or threatened against the Company or any Group Company, (i) alleging of its Subsidiaries regarding any of the foregoing or (ii) contesting or challenging the use, validity, enforceability or ownership of any Company Intellectual Propertyforegoing. (e) Except as has not been, and would not reasonably be expected to benot, individually or in the aggregate, reasonably be expected to be material to any Group Companythe business of the Company and its Subsidiaries, to the knowledge Knowledge of the Company, since the Applicable Date, (i) no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated in the past three (3) yearsviolated, any Company Intellectual Property, whether directly or indirectly. No Group ; and (ii) neither the Company nor any of its Subsidiaries has asserted, asserted or threatened to assert, any Proceeding against any Person regarding any of the foregoing. (f) The Group Companies Company and its Subsidiaries have taken commercially reasonable steps measures to protect and preserve maintain: (i) the material Company Intellectual Property; and (ii) the confidentiality of all material Trade Secrets that are owned, used or held for use by the Company or any of its Subsidiaries. To the Knowledge of the Company. No , such Trade Secrets have not been made available to or, to the knowledge of the Company, discovered used by, disclosed to or discovered by any Person Person, except pursuant to valid and appropriate confidentiality and enforceable non-disclosure obligations requiring any such Person (i) to maintain the confidentiality thereof and (ii) agreements, which have not to use such Trade Secrets except as authorized by the Company, and such obligations have not, to the knowledge of the Company, been breached by such Person, nor, has any party thereto in Person misappropriated any material respectof such Trade Secrets. (g) All current employeesExcept as would not, consultantsindividually or in the aggregate, advisors and reasonably be expected to be material to the Company or any of its Subsidiaries, each Person who is or was an employee, officer, director, consultant or independent contractors contractor of the Group Companies who have contributed to Company or any of its Subsidiaries and involved in the development or creation or development of any material Intellectual Property Rights for or on behalf of the Company or any Group Company have executed and delivered to such Group Company of its Subsidiaries has signed a written, valid and enforceable Contract agreement containing an irrevocable present assignment to such Group the Company or its Subsidiary, as appropriate, of all such Person’s right, title and interest in any such Intellectual Property Rights. To the knowledge of the Company, and no employeesuch Person retains any right, consultant, advisor title or independent contractor of any Group Company retains interest in or claims to retain any rights in, nor has any of them filed an application to register, any such Intellectual Property Rights. (h) To the knowledge Knowledge of the Company, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, the IT Assets owned, used or held for use (including through cloud-based or other third-party service providers) by the Company or any of its Subsidiaries (i) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Group Companies in connection with their businessesbusiness of the Company or any of its Subsidiaries, (ii) have not materially malfunctioned or failed to function in since the past three (3) years Applicable Date and (iii) are free from 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 any other disabling or malicious code. The Company and its Subsidiaries have implemented commercially reasonable measures to protect the confidentiality, integrity and security of such IT Assets material disabling codes or instructionsto the business, spyware, trojan horses, worms, viruses or other software routines that facilitate or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materialsas applicable. To the knowledge Knowledge of the Company, in since the past three (3) yearsApplicable Date, there has been no unauthorized access to or unauthorized use of any Company such IT Assets in any material respect. To the knowledge of the Company, the Group Companies have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security of the Company IT Assets, as applicable. (i) The Group Companies Company and its Subsidiaries have complied in all material respects complied with all Privacy Laws and Company Privacy Commitments and, to the knowledge Knowledge of the Company, no circumstance has arisen in which Privacy Laws, Laws would require the Company or any applicable guidance or codes of practice promulgated under Privacy Laws, would require any Group Company its Subsidiaries to notify a Governmental Entity of a data security breach or any individual of any actual security or suspected unauthorized access or use of Personal Informationsimilar incident, except as would not reasonably be expected to be material to the Company. In Since the past three (3) yearsApplicable Date, no Group the Company has and its Subsidiaries have not received any written notice, order, inquiry, investigation, complaint or other communication alleging material non-compliance with any Privacy Laws or Company Privacy Commitments. (j) The Company and its Subsidiaries have at all times taken commercially reasonable steps to ensure that Personal Information processed, collected, stored, transferred or otherwise used by the Company or any of its Subsidiaries, or on behalf of the Company or any of its Subsidiaries, is protected against loss, theft, misuse, or unauthorized access, use, or disclosure. To the knowledge Knowledge of the Company, there has been no material loss, theft, misuse of, or unauthorized access to, use, modification or disclosure of of, such Personal Information Processed by or on behalf of any Group CompanyInformation.

Intellectual Property; Data Privacy. (ai) Section 3.13(a5.1(r)(i) of the Company Disclosure Schedules Letter sets forth a correct true, correct, and complete list of all Company Registered IP, indicating for each item, as applicable: (iA) the name of the applicant/registrant and current legal and beneficial owner(s); (iiB) the jurisdiction where the application/registration is located (or, for Internet domain names, the applicable registrar); and (iiiC) the application or registration number; and (D) the filing date, issuance/registration/grant date and expiration date. All registration, maintenance, renewal and annuity fees and required documents to be filed in connection with Company Registered IP have been (or will be, prior to Closing) timely paid or filed, as the case may be. No Company Registered IP is subject to subsisting, valid and, other than Company Registered IP constituting applications, enforceable, and since January 1, 2019, neither the Company nor any outstanding Order adversely affecting of its Subsidiaries has received any written notice challenging the validity or enforceability of, or the Group Company’s ownership or use of, or any of its Subsidiaries’ rights in or to, any such 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. (bii) The Group Companies Company and its Subsidiaries exclusively own or hold an exclusive license under, all Company Intellectual Property, free and clear of all Liens other than Permitted 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. (ciii) To the knowledge of the Company, the Group Companies 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, and used in or necessary for, the conduct of their respective businesses as currently presently conducted and as currently planned proposed to be conducted, and all such of which rights shall survive the consummation of the transactions contemplated by Transactions to the same extent as available to the Company and its Subsidiaries on the date of this Agreement, without modification, cancellation, termination, suspension of, or acceleration of any right, obligation or payment with respect to any such Intellectual Property Rights. (div) Except as has not resulted in in, and would not reasonably be expected to result in, individually or in the aggregate, material liability to or business disruption, neither the Company nor any Group Companyof its Subsidiaries, to nor the knowledge operation of their respective businesses (including the Companydevelopment, manufacture, use, sale, commercialization or other exploitation of any product, service or other offering currently provided or under development by the conduct Company or any of the business of the Group Companies does not infringeits Subsidiaries) has, misappropriate or otherwise violatesince January 1, and has not 2019, infringed, misappropriated or otherwise violated in the past three (3) years, any Intellectual Property Rights of any other Person, whether directly or indirectly. No Group Company has received any written claimactions, noticesuits, invitation to license claims, hearings, arbitrations, investigations or similar communication within the past three (3) years, and there is no Proceeding pending or threatened against any Group Company, (i) alleging other proceedings regarding any of the foregoing are pending or (ii) contesting threatened in writing against the Company or challenging the use, validity, enforceability or ownership any of any Company Intellectual Propertyits Subsidiaries. (ev) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company or any Group Companyof its Subsidiaries, to the knowledge of the Company’s Knowledge, no Person third party is infringing, misappropriating misappropriating, or otherwise violating, or has infringed, misappropriated or otherwise violated in the past three (3) years, violating any Company Intellectual Property, whether directly or indirectly. No Group and neither the Company nor any of its Subsidiaries has asserted, asserted or threatened to assertassert a claim of such infringement, any Proceeding misappropriation or violation against any Person regarding any of the foregoingthird party since January 1, 2019. (fvi) The Group Companies Company and its Subsidiaries have taken commercially reasonable steps 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 CompanyCompany or any of its Subsidiaries. No such material Trade Secrets have been made available to or, to the knowledge of the Company’s Knowledge, discovered by, by any Person except pursuant to valid and appropriate confidentiality and non-disclosure obligations requiring any such Person (i) to maintain the confidentiality thereof thereof, and (ii) not to use such Trade Secrets except as authorized by the CompanyCompany or the applicable Subsidiary, and such obligations have not, to the knowledge of the Company’s Knowledge, been breached by any party thereto in any material respect. (gvii) All 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 Rights material to any business of the Company or any of its Subsidiaries, either by (A) operation of law, or (B) by execution and delivery of a valid written Contract containing an irrevocable assignment to the Company or one of its Subsidiaries, as applicable, from all current employeesand former Employees, consultantsofficers, advisors directors, consultants and independent contractors of the Group Companies Company or any of its Subsidiaries who have contributed to the creation or development of any material such Intellectual Property Rights for Rights. No Employee, officer, director, stockholder, consultant, or on behalf contractor of the Company or any Group Company have executed and delivered of its Subsidiaries retains, or to such Group Company a writtenthe Company’s Knowledge claims to retain, valid and enforceable Contract containing an irrevocable present assignment any material rights in, nor to such Group Company the Company’s Knowledge has any of all such Person’s rightthem made application for, title and interest in any such Intellectual Property Rights. To the knowledge All rights in, to and under all Intellectual Property Rights created or developed by any of the Company, no employee, consultant, advisor ’s or independent contractor of any Group Company retains or claims to retain any rights in, nor has any of them filed an application its Subsidiaries’ founders materially related to registeror 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, any validly and irrevocably assigned to such Intellectual Property RightsCompany or its applicable Subsidiary. (hviii) To Neither the knowledge 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 Company or any of its Subsidiaries to (A) disclose, distribute or make available any proprietary source code constituting Company Intellectual Property, (B) 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 complied in all material respects with their respective obligations arising under any open source licenses relating to 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, used or held for use (including through cloud-based or other third-party service providers) by the Company IT Assets or any of its Subsidiaries (iA) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Group Companies Company or any of its Subsidiaries in connection with their respective businesses, (iiB) have not materially malfunctioned or failed to function in the past three (3) years since January 1, 2019, and (iiiC) except as would not reasonably be expected to have a material effect on the operations of the Company and its Subsidiaries, taken as whole, are 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 any material other disabling codes or instructionsmalicious code. Since January 1, spyware2019, trojan horses, worms, viruses or other software routines that facilitate or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials. To the knowledge of to the Company, in the past three (3) years’s Knowledge, there has been no material unauthorized access to or unauthorized use misuse of any such IT Assets. The Company IT Assets in any material respect. To the knowledge of the Company, the Group Companies and its Subsidiaries have implemented reasonable backup and disaster recovery technology consistent with best industry practices to protect the confidentiality, integrity and security of the Company such IT Assets, as applicable. (ix) The Group Companies Company and its Subsidiaries have complied in all material respects with all applicable Privacy Laws and Company Privacy Commitments and, to the knowledge of 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 Group Company of its Subsidiaries to notify a Governmental Entity or any individual of any actual or suspected unauthorized acquisition of or access or use of to Personal Information. In Since January 1, 2019, the past three (3) years, no Group Company has 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. (j) . To the knowledge of the Company’s Knowledge, there has been no material loss, theft, misuse of, or unauthorized access to, or acquisition, use, modification or disclosure of of, any Personal Information Processed processed, collected, stored, transferred or otherwise used by or on behalf of the Company or any Group Companyof its Subsidiaries. (xi) For purposes of this Agreement, the following terms have the following meanings: