Trademark Ownership. Reseller acknowledges and agrees that the Company owns all the Company trademarks, service marks and tradenames placed on the Site or otherwise used with respect to the Service by the Company (the “Marks”) and that any and all goodwill derived from the use of the Trademarks by Reseller hereunder inures solely to the benefit of the Company.Authorized Use of Trademarks. During the Term, Reseller shall market the Service under the Marks. The Company reserves the right to change its Marks at any time. All advertising and other materials not provided by the Company in which the Marks are used shall be subject to the prior written approval of the Company, which approval will not be unreasonably withheld. Reseller shall not add to the Site any logo, marking or information that has not been approved in advance by the Company in writing. Whenever the Marks are used, Reseller shall indicate that such Marks are the property of the Company. Reseller shall have the right to indicate to the public that it is an authorized Reseller of the Service and use (within the Territory) the Marks to advertise and identify such the Service. The Company shall have the right to audit Reseller’s use of the Marks for such purposes and require Reseller to modify such use as may be required by the Company.[PARTY] Marks. Reseller shall use no trademarks, trade names, service marks or other proprietary indicia in association with the Service other than the Marks, including any trademark or tradename owned by Reseller.Defense of Trademarks. Reseller shall not at any time, whether during or after the Term, challenge, or assist others in challenging, the Company’s Marks or other proprietary rights, or do, cause to be done, or tolerate any act or thing contesting or in any way impairing or tending to impair any said right, title, and interest of the Company. Unless requested to do so by the Company in writing, Reseller shall not register, directly or indirectly, any trademark, service mark, trade name, company name or other proprietary or commercial name or right that is identical or confusingly similar to the Marks or any other Company IP Rights or that constitute translations thereof into the language(s) spoken within the Territory.Right to use [PARTY]’s Name. The Company shall have the right to indicate to the public that Reseller is a reseller of the Service on the Site and in other Company marketing collateral and use Reseller’s name and logo to do so, subject to the prior approval of Reseller, which approval will not be unreasonably withheld.

In the event that a Selling Stockholder proposes to sell, in a single transaction or series of related transactions, at least [ ] Shares, and the Company and the Offeree Stockholders do not elect to exercise their right of first refusal to purchase all Shares offered by the Selling Stockholder, such Offeree Stockholders shall have the right to participate in such sale as set forth in this Section [ ]. Within 30 days of the date of the Seller’s Notice, the Offeree Stockholders may elect, by providing such Selling Stockholder with written notice, to offer for sale some or all of their Shares to the Purchaser at the price set forth in the Seller’s Notice. In the event the Purchaser agrees to purchase less than all of the Shares that the Selling Stockholder and such Offeree Stockholders (the “Electing Stockholders”) offer for sale, the Selling Stockholder and each Electing Stockholder shall be entitled to sell to the Purchaser its pro rata share of the Shares (in the proportion that the number of Shares offered to be sold by the Selling Stockholder or Electing Stockholder bears to the sum of all Shares offered to be sold by the Selling Stockholder and the Electing Stockholders, or in such other proportion as may be agreed to by the Selling Stockholder and the Electing Stockholders). An Electing Stockholder shall effect its participation in the sale by promptly delivering to the Selling Stockholder for transfer to the Purchaser one or more certificates, properly endorsed for transfer, which represent at least the number of Shares that such Electing Stockholder elects to sell. The stock certificate(s) that the Electing Stockholder delivers to the Selling Stockholder shall be transferred to the Purchaser in accordance with the Seller’s Notice, and the Selling Stockholder (or Purchaser) shall concurrently remit to such Electing Stockholder that portion of the sales proceeds to which such Electing Stockholder is entitled by reason of its participation in such sale.

Reseller shall bear and be responsible for the payment of all taxes in the Territory associated with the purchase or license of any Subscriptions (other than taxes based on the Company’s net income) fees, duties or other amounts, however designated, including value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Reseller shall pay all such Taxes unless Reseller presents the Company with an exemption certificate acceptable to the taxing authorities.