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operational at any particulaz time and at any particulaz location. The Client shall not provide to Granicus, Inc., or permit to be provided to Granicus, Inc., any Content that (a) infringes or violates any third parties' Intellectual Property Rights, rights of publicity or rights of privacy, (b) contains any defamatory material, or (c) violates any federal, state, local or foreign laws, regulations or statutes. 4. OWNERSHIP: INTELLECTUAL PROPERTY RIGHTS & SECURITY. 4.1 Content Ownership. The Client shall own all right, title and interest in and to all Content on a worldwide basis, including, without limitation, all Intellectual Property Rights relating thereto, (i) with respect to Content captured by cameras or microphones at the venue, at the time such Content is so captured and prior to the time it is transmitted to the computer at the venue and (ii) with respect to all other Content, at the time such Content is transmitted or otherwise provided to Granicus, Inc. pursuant to this Agreement. To the extent that any such Content is protectable by copyright, such Content shall be deemed to be "works made for hire" under the copyright laws of the United States. 4.2 Trademazk Ownership and License. (a) The Client shall retain all right, title and interest in and to its Trademazks, including any goodwill associated therewith, subject to the limited license granted to Granicus, Inc. pursuant to Section 4.2 hereof. (b) Granicus, Inc. shall retain all right, title and interest in and to the Granicus, Inc. Trademazks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 4.2 hereof. (c) Each party grants to the other anon-exclusive, non-transferable (other than as provided in Section 6.1 hereof), limited license to use the other party's Trademazks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party's trademazks shall be subject to the prior written approval of such other party, which approval shall not be unreasonably withheld. (d) Neither party shall use the other party's Trademarks in a manner that dispazages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall comply with the other party's requests as to the use of the other party's Trademazks and shall avoid any action that diminishes the value of such Trademazks. 4.3 Security of Data. Granicus, Inc. will take commercially reasonable efforts to protect and control access to Client Content. However, Granicus, Inc. makes no guazantee and assumes no liability for the security of any of Client Content or other data provided to Granicus, Inc., including any of Client Content or data placed on any servers including "secure servers." Client will be responsible for the creation and protection of username and password. In no event shall Granicus, Inc. be liable for any direct, indirect or other damages arising out of any breach of security or otherwise. 3 Version 3.9