Common use of Intellectual Property; Privacy Clause in Contracts

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the Company and its Subsidiaries owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (i) there are no rights of third parties to any such Intellectual Property; (ii) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the The Company and its Subsidiaries ownsown, possessespossess, licenses license or has have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, now conducted except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected material to havethe Company and its Subsidiaries, either individually or in the aggregate, taken as a Material Adverse Effectwhole, (i) there are no rights of third parties to any such Intellectual Property; (ii) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each Each of the Company and its Subsidiaries owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected material to havethe Company and its Subsidiaries, either individually or in the aggregate, taken as a Material Adverse Effectwhole, (i) there are no rights of third parties to any such Intellectual Property; (ii) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the Company and its Subsidiaries Bank owns, possesses, licenses or has other rights to use all material foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how knowhow and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens Encumbrances and third party rights, necessary for the conduct of their respective businesses as currently conducted, except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected material to have, either individually or in the aggregate, a Material Adverse EffectBank, (i) there are no rights of third parties to any such Intellectual Property; (ii) to the Knowledge of Bank, there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending pending, or to the Knowledge of Bank, threatened Action by any Person challenging the Company’s and/or any SubsidiaryBank’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending pending, or to the Knowledge of Bank, threatened Action by any Person that the Company and/or any Subsidiary Bank infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply Bank complies in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each (a) BTHE owns all of the Company Intellectual Property used in, or necessary for, the operation of the business as conducted as of the date hereof, and its Subsidiaries owns, possesses, licenses or has other rights as proposed to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property be conducted (collectively, the “BTHE Intellectual Property”), free and clear of all Liens and third party rights, necessary for any encumbrance. The BTHE Intellectual Property owned by BTHE are set forth in the BTHE SEC Documents. The use of the BTHE Intellectual Property in the conduct of their respective businesses BTHE’s business or operations as currently conducted, except where the failure to own, possess, license or have such rights conducted has not had and would does not have materially infringe, violate or reasonably be expected to have a Material Adverse Effect. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (i) there are no rights of third parties to any such Intellectual Property; (ii) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates misappropriate any Intellectual Property of any third party. There is no claim or litigation pending or, to the knowledge of BTHE, threatened against BTHE alleging that the use of the BTHE Intellectual Property in the conduct of BTHE’s business or operations as currently conducted infringes, violates or misappropriates any Intellectual Property of any third party or otherwise challenging the use, ownership, licensing, validity or enforceability of any BTHE Intellectual Property owned (or purported to be owned) by BTHE. (b) All employees, consultants and other Personpersons who materially contributed to the conception, creation or development of any of the BTHE Intellectual Property owned (or purported to be owned) by BTHE did so either (i) within the scope of his or her employment such that, subject to and in accordance with applicable laws, all Intellectual Property rights arising therefrom became exclusively owned by BTHE, or (ii) pursuant to valid and enforceable written agreements assigning all Intellectual Property rights therein to BTHE. The Company and its Subsidiaries comply in BTHE has taken all commercially reasonable efforts to maintain the confidentiality of all material respects trade secrets of BTHE. (c) BTHE is in material compliance with all Laws with respect applicable Privacy Laws. BTHE has taken all commercially reasonable measures necessary or appropriate to protect and maintain the protection confidentiality of personal privacy, all personally identifiable information, sensitive personal information and other confidential customer information collected by BTHE and to maintain the security of its data storage practices, in each case, in accordance with all Privacy Laws. BTHE has not received written notice of any special categories claims or been charged with any violation of personal any Privacy Laws or any failure to adequately protect or maintain the confidentiality of any personally identifiable information regulated thereunderand other confidential customer information. BTHE is not aware of any data breaches involving any personally identifiable information collected by BTHE.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r), each of the The Company and its Subsidiaries ownsown, possessespossess, licenses license or has have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), free and clear of all Liens and third party rights, necessary for the conduct of their respective businesses as currently conducted, now conducted or as proposed to be conducted in the SEC Reports except where the failure to own, possess, license or have such rights has not had and would not have or reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. Except where such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected material to havethe Company and its Subsidiaries, either individually or in the aggregate, taken as a Material Adverse Effectwhole, (ia) there are no rights of third parties to any such Intellectual Property; (iib) there is no infringement, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iiic) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s and its Subsidiaries’ rights in or to any such Intellectual Property; (ivd) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (ve) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringes, misappropriates or otherwise violates any Intellectual Property of any other Person. The Company and its Subsidiaries comply in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information and any special categories of personal information regulated thereunder.

Intellectual Property; Privacy. Except (i) Section 6.1(q)(i) of the Company Disclosure Letter sets forth a true and correct list, as disclosed on Schedule 3.l(r)of the date of this Agreement, each of all Owned Intellectual Property and all Intellectual Property that is used in and material to the conduct of the business of the Company and its Subsidiaries owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Company Intellectual Property”), the owner of each and the jurisdictions where each is registered (if any), together with the status, application or registration number, date of application, registration or issuance, as applicable, and for each patent or patent application, all inventors. The Company and its Subsidiaries are the sole and exclusive owners of, and have good, valid and marketable title to, or possess adequate licenses or other valid rights to use, such Company Intellectual Property, free and clear of all Liens (other than Permitted Liens). All Intellectual Property owned or purported to be owned by the Company or one of its Subsidiaries (the “Owned Intellectual Property”) is valid, subsisting and third party rightsenforceable. With respect to all Company Intellectual Property, necessary (A) no Legal Proceeding is pending or, to the Knowledge of the Company, threatened that challenges the legality, validity, enforceability, use or ownership of such item; (B) no investigations or audits is pending or, to the Knowledge of the Company, threatened that challenges the legality, validity, enforceability, use or ownership of such item; and (C) such item is not subject to any outstanding Order or Contract that restricts the rights of the Company or any of its Subsidiaries to transfer, use, enforce or license such item of Company Intellectual Property. (ii) The former and current operations, products and services of the Company and its Subsidiaries (including the manufacture, importation, use, offer for sale, sale, licensing, distribution or other commercial exploitation of such products and services) have not misappropriated, infringed or otherwise violated, and do not misappropriate, infringe upon or otherwise violate, any Intellectual Property or right of publicity of any Person. No Person has filed a claim or threatened to file a claim or made any assertion against the Company or any of its Subsidiaries alleging that it has misappropriated, infringed on or otherwise violated the Intellectual Property rights or rights of publicity of any Person or challenging the use, registration, validity or enforceability of any Owned Intellectual Property. Except as set forth on Section 6.1(q)(ii) of the Company Disclosure Letter, no right, license, lease, consent or other agreement is required with respect to any Intellectual Property for the conduct of their respective businesses as currently conductedthe Company’s or any of its Subsidiaries’ business in the Ordinary Course of Business (excluding commercially available, except where off-the-shelf Software that is not combined with or linked to, other than through hyperlink, any Software that is Owned Intellectual Property and that has a replacement cost of less than $50,000). (iii) None of the failure Patents, Marks, Copyrights or Technology (including registrations or applications to ownuse or register such items) owned or purported to be owned by the Company or any of its Subsidiaries is involved in any cancellation, possessnullification, license interference, conflict, concurrent use or opposition proceeding, and there has been no threat or other indication that any such proceeding will hereafter be commenced. All maintenance fees, annuity fees or renewal fee payments, and all renewal affidavits or other applicable documents to establish or maintain, for each jurisdiction in which each such Patent, Mxxx, Copyright, domain name or domain name application included within the Company Intellectual Property that has been issued or is pending have been timely paid or filed with the appropriate Governmental Entity or other authorities, and no such payment or filing is or will be due less than ninety (90) days after the Closing Date. The Company has used reasonable efforts to maintain all Technology owned or used by the Company or any of its Subsidiaries in confidence, and, to the Knowledge of the Company, there has been no misappropriation of any such Technology. All current and former founders, employees of, contractors and consultants to or vendors of the Company or any of its Subsidiaries with access to any Technology or who developed any Software or other material Company Intellectual Property for the Company or any of its Subsidiaries are parties to valid and enforceable written agreements under which each such employee, contactor, consultant or vendor is obligated to maintain the confidentiality of the Technology and assigns directly to the Company (rather than to the Uruguayan Subsidiary) all Intellectual Property rights developed for the Company or any such Subsidiary. To the Knowledge of the Company, none of such employees, consultants or vendors is in violation of such agreements. All original development of the base code of the Software that is Company Intellectual Property has not had occurred in the United States and would not all development activities outside the United States relating to such Software have or reasonably be expected been limited to have a Material Adverse Effect. Except where derivative works, new features, bug fixes, error corrections and maintenance of such violations, misappropriations, infringements or unauthorized use would not have or reasonably be expected to have, either individually Software. (iv) No Open Source Software (in whole or in part) has been used in the aggregateformer or current development of any part of any Company Intellectual Property, or combined with, linked to, used, licensed or distributed to any third party with any Company Intellectual Property, in each case in a Material Adverse Effectmanner that may (A) require, or condition, the use or distribution of any such Company Intellectual Property on the disclosure, licensing or distribution of any source code for any portion of such Company Intellectual Property or (B) otherwise impose any limitation, restriction or condition on the right or ability of the Company or any of its Subsidiaries to use or distribute any such Company Intellectual Property or enforce any Owned Intellectual Property in any manner. (v) No Person other than the Company or one of its Subsidiaries possesses a copy, in any form (print, electronic or otherwise) of any source code for any software owned by the Company or one of its Subsidiaries, and neither the Company nor any of its Subsidiaries has any obligation to afford any Person access to any such source code. (vi) All Software that is Company Intellectual Property (i) there are no rights of third parties conforms in all material respects with all specifications, representations, warranties and other descriptions established by the Company and its Subsidiaries or conveyed thereby to any such Intellectual Property; its or their customers or other transferees, (ii) there is no infringement, misappropriation or unauthorized use by third parties operative for its intended purpose free of any such Intellectual Property; material defects or deficiencies and (iii) there is no pending has been maintained by the Company and its Subsidiaries on their own behalf or threatened Action by on behalf of their customers and other transferees in accordance with their contractual obligations to customers and industry standards. (vii) No funding, facilities, or personnel of any Person challenging governmental entity or any university or research organization has been used in connection with the Company’s and/or development of any Subsidiary’s rights Owned Intellectual Property and the Company and its Subsidiaries have not participated in any standards setting organization. No governmental entity, university, research organization or standards setting organization has any right, title or interest in or to any such Owned Intellectual Property; . (ivviii) there is no pending or threatened Action by any Person challenging the validity or scope The IT Assets of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringesand its Subsidiaries are adequate for, misappropriates and operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required in connection with, the operation of the business of the Company and its Subsidiaries. The IT Assets of the Company and its Subsidiaries are free from material bugs, defects, viruses and malware, and have not materially malfunctioned or otherwise violates any Intellectual Property of any other Personfailed. The Company and its Subsidiaries have implemented backup, security and disaster recovery measures and technology consistent with industry standards. The Company or one of its Subsidiaries has maintained in the ordinary course of business all required licenses and service contracts, including the purchase of a sufficient number of license seats for all Software, with respect to the IT Assets. The IT Assets have not suffered any material failure within the past five (5) years. (ix) The transactions contemplated by this Agreement will not (A) have an adverse effect on the Company’s or any of its Subsidiaries’ right, title or interest in and to any Company Intellectual Property and all such Company Intellectual Property (including all user names, passwords and other credentials used in connection with any internet domain names, social media accounts and registered user names) shall be owned or available for use by the Company and its Subsidiaries on identical terms and conditions immediately following the Closing or (B) result in any of the following pursuant to the terms of any Contract or other agreement to which the Company is a party: (1) the grant, license or assignment to any Person of any interest in or to, the modification or loss of any rights with respect to, or the creation of any Lien on, any Company Intellectual Property owned by or licensed to the Company or any of its Subsidiaries prior to Closing, or (2) the Company or any of its Subsidiaries being (x) bound by or subject to any non-compete or licensing obligation, covenant not to sxx, or other restriction on or modification of the current or contemplated operation or scope of its business, which that Person was not bound by or subject to prior to Closing, or (y) obligated to pay any royalties, honoraria, fees or other payments to any Person in excess of those payable prior to Closing, or provide or offer any discounts or other reduced payment obligations to any Person in excess of those provided to that Person prior to Closing. (x) Except as set forth on Section 6.1(q)(x) of the Company Disclosure Letter, the Company and its Subsidiaries are and always has been in material compliance with all applicable Privacy and Security Requirements. Neither the Company nor any of its Subsidiaries has experienced any Security Breaches, and the Company has not received any notices or complaints from any Person regarding such a Security Breach. Neither the Company nor any of its Subsidiaries has received any notices or complaints from any Person (including any Governmental Entity) regarding the Processing of Personal Data or compliance with applicable Privacy and Security Requirements. The Company and its Subsidiaries do not engage in the sale, as defined by applicable Law, of Personal Data. The Company and its Subsidiaries are not required by applicable Law or Contract to comply with the Payment Card Industry Data Security Standard. (xi) The Company and its Subsidiaries have a valid and legal right to Process all Protected Information that is Processed by or on behalf of the Company or such Subsidiary in connection with the use and/or operation of their products, services and business, and the execution, delivery, or performance of this Agreement, including the consummation of the Merger, will not affect these rights or violate any applicable Privacy and Security Requirements. The Company and its Subsidiaries have each implemented, and have required all third parties that receive Protected Information from or on behalf of any of them to implement, reasonable physical, technical and administrative safeguards consistent with industry standards that are designed to protect Protected Information from unauthorized access by any Person, and to ensure compliance in all material respects with all Laws with respect to the protection of personal privacy, personally identifiable information, sensitive personal information applicable Privacy and any special categories of personal information regulated thereunderSecurity Requirements.

Intellectual Property; Privacy. Except as disclosed on Schedule 3.l(r)(a) Fin and the Fin Subsidiaries exclusively own, each or has a valid and continuing license to use, all Intellectual Property that is used in, or necessary for, the operation of the Company business as conducted as of the date hereof and its Subsidiaries owns, possesses, licenses or has other rights as proposed to use all foreign and domestic patents, patent applications, trade and service marks, trade and service xxxx registrations, brand names, trade names, copyrights, designs, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property be conducted (collectively, the “Company Intellectual Property”), free and clear of all Liens any encumbrance. The conduct by Fin and third party rights, necessary for the conduct Fin Subsidiaries of their respective businesses as currently conducted, except where the failure to own, possess, license or have such rights its business (including its products and services) has not had and would does not have infringe, misappropriate, dilute or reasonably otherwise violate any other person’s Intellectual Property rights or rights in personal information or constitute unfair competition or trade practices, and does not violate the laws of any country or jurisdiction. There is no claim, notice or litigation pending or, threatened against Fin and the Fin Subsidiaries alleging any of the foregoing or otherwise challenging the use, ownership, licensing, validity or enforceability of any Company Intellectual Property owned (or purported to be expected owned) by Fin and the Fin Subsidiaries. (b) Fin and the Fin Subsidiaries are the sole and exclusive owner of all right, title and interest in and to have a Material Adverse Effectits software, free and clear of any encumbrance. Except where such violationsAll employees, misappropriationsconsultants and other persons who contributed to the conception, infringements creation or unauthorized use would not have development of any of the Company Intellectual Property or reasonably be expected to have, its software did so either individually or in the aggregate, a Material Adverse Effect, (i) there are no within the scope of his or her employment such that, subject to and in accordance with applicable laws, all Intellectual Property rights of third parties to any such Intellectual Property; arising therefrom became exclusively owned by Fin and the Fin Subsidiaries, or (ii) there is no infringementpursuant to valid and enforceable written agreements assigning all Intellectual Property rights therein to the Fin and the Fin Subsidiaries. No third person has infringed, misappropriation or unauthorized use by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action by any Person challenging the Company’s and/or any Subsidiary’s rights in or to any such Intellectual Property; (iv) there is no pending or threatened Action by any Person challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action by any Person that the Company and/or any Subsidiary infringesmisappropriated, misappropriates diluted or otherwise violates violated any Company Intellectual Property or its software. Fin and the Fin Subsidiaries have taken all commercially reasonable efforts to maintain the confidentiality of any other Person. The Company and its Subsidiaries comply in all material respects trade secrets of Fin and the Fin Subsidiaries. (c) Fin and the Fin Subsidiaries are in compliance with all Laws with respect applicable privacy policies and all laws relating to the protection of personal privacy, data protection, anti-spam, personally identifiable information, sensitive personal and similar consumer protection laws (collectively, “Privacy Laws and Policies”). Fin and the Fin Subsidiaries have taken all measures reasonably necessary or appropriate to protect and maintain the confidentiality of all personally identifiable information and other confidential customer information collected by Fin and the Fin Subsidiaries and to maintain the security of its data storage practices, in each case, in accordance with all Privacy Laws and Policies. Fin and the Fin Subsidiaries have not received notice of any special categories claims or been charged with any violation of personal any Privacy Laws and Policies or any failure to adequately protect or maintain the confidentiality of any personally identifiable information regulated thereunderand other confidential customer information. There is no investigation pending against Fin and the Fin Subsidiaries, or, threatened against Fin and the Fin Subsidiaries, with respect to any such claim or charge, and there are no facts or circumstances which could form the basis for any such claim or charge. There have been no data breaches involving any personally identifiable information collected by Fin and the Fin Subsidiaries and there are no facts or circumstances, which could form the basis for any such breaches.