(a) SERVICES RIGHTS. Net gateway hereby grants to Systems Integrator the right to use the Net gateway ICC, including all software, systems and other technology comprising the Net gateway ICC, solely in connection with the provision of the eCommerce Services to Subscribers. Except as may otherwise be provided in any Electronic Commerce Services Agreement between and among Net gateway, Systems Integrator and a particular Subscriber, Net gateway shall be responsible solely for providing access to the Net gateway ICC and hosting Subscriber's Net gateway ICC website.

(b) ACCESS PROCEDURES. Net gateway shall, in its sole discretion, establish procedures (the "Access Procedures") for access to and use of the Net gateway ICC by Systems Integrator on behalf of Subscribers, which Access Procedures shall be binding upon Systems Integrator. A copy of the Access Procedures is annexed hereto as Exhibit B. Failure to comply with the Access Procedures shall constitute a breach of this Agreement.

(c) INTELLECTUAL PROPERTY RIGHTS. Any intellectual property rights developed by Systems Integrator provider in connection with the grants under this Agreement and the provision of the eCommerce Services (the "Intellectual Property Rights") shall be owned by Net gateway, and Systems Integrator irrevocably assigns to Net gateway all right, title and interest worldwide in and to such Intellectual Property Rights. If Systems Integrator has any rights to such Intellectual Property Rights that cannot be assigned to Net gateway, Systems Integrator unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Net gateway with respect to such rights, and agrees, at Net gateway's request and expense, to consent to and join in any action to enforce such rights. If Systems Integrator has any rights to such Intellectual Property Rights that cannot be assigned to Net gateway or waived by Systems Integrator, Systems Integrator unconditionally and irrevocably grants to Net gateway during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicense, tore produce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such rights. For purposes of this Agreement, "Intellectual Property Rights" shall not include any business techniques, methods or procedures utilized by Systems Integrator in it business operations prior to the date hereof, but shall include all deliverables delivered by Systems Integrator hereunder in the provision of eCommerce Services.

(d) USE OF TRADEMARKS. Subject to the provision of this Section 1.2 (d), each of Net gateway and Systems Integrator grants to the other anon-exclusive, limited license to use its name, trademarks and logos (collectively, the "Trademarks" and singularly the "Net gateway Trademarks" and the "Systems Integrator Trademarks") solely in advertising and printed promotional materials for the Net gateway ICC and the eCommerce Services. Each party acknowledges that use of the other parties' Trademarks will not create in it, nor will it represent it has any right, title or interest in or to the other parties' Trademarks. Each party acknowledges the other parties' exclusive ownership of its own Trademarks and agrees not to do anything to impair or dilute the other party's rights in its own Trademarks. Each party agrees to display prominently the acknowledgment of the other party's trademark ownership of any Trademark the first time it is used in any advertising or promotional materials. Systems Integrator agrees to include the Net gateway Trademarks on all copies, advertisements, brochures, manuals and other appropriate uses made in the promotion, license or use of the Net gateway ICC or the eCommerce Services. Each party agrees that the nature and quality of any products or services it supplies in connection with the Trademarks shall conform to the standards set by the owner of the Trademark. Each party agrees to cooperate with the other party in facilitating the monitoring and control of the nature and quality of such products and services.

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