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incorporates the Licensed Materials, to any third party; and (iii) Licensee and Vendor are jointly and <br />severally liable to ICC for Vendor's misuse or infringement of the Licensed Materials, or Licensee's <br />Developed Software that incorporates the Licensed Materials. Licensee may not use the Licensed <br />Materials as provided in electronic form by ICC pursuant to this Agreement for any purpose other than to <br />incorporate them in their entirety into the Licensee's Developed Software. For the avoidance of doubt, <br />Licensee shall not be permitted to incorporate excerpts of the Licensed Materials, or otherwise reproduce, <br />use, adapt, modify, distribute, publicly display or create any derivative works of the Licensed Materials <br />other than as set forth in this Paragraph 3(a). <br />(b) Trademark and service marks NOT licensed. <br />ICC does not grant to Licensee the use of its trademarks and service marks except as part of copyright <br />notices as described in Paragraph 1(c). <br />(c) <br />Licenses extend to materials associated with Licensee's Developed Software. <br />The license granted in Paragraph 3(a) extends to the use of the Licensed Materials by Licensee in <br />instructions, users' manuals, and other written materials intended by Licensee to be supplied in <br />conjunction with Licensee's Developed Software, provided that such use is limited to identifying ICC as <br />the source of a portion of the Licensee's Developed Software. ICC reserves the right to review and <br />approve such material pursuant to Paragraph 1(d) above. <br />(d) Licenses do not permit general marketing of Licensed Materials. <br />The licenses granted by this Agreement do not permit Licensee to advertise, market, promote or sell the <br />Licensed Materials, provided, however, that Licensee shall be permitted to advertise, market or promote <br />the fact that the Licensed Materials are a feature of Licensee's Developed Software. For the avoidance of <br />doubt, Licensee shall not be permitted to use any ICC logo on or in connection with Licensee's <br />Developed Software, the packaging for such software or the advertising, marketing or promotion of such <br />software, and any use of ICC trademarks or service marks must be approved by ICC pursuant to <br />Paragraph 1(d) above. <br />4. Payments by Licensee to ICC. <br />File and Licensing Fee <br />The fees listed below shall apply and be paid prior to ICC providing data files. The fees shall be payable <br />to ICC and mailed to: 3060 Saturn St. Suite 100, Brea, CA 92821 Attn: Mark Gerry. <br />a. A one-time prepaid, non-refundable licensing fee of $583.00 for a total of 10 users. This shall <br />cover the initial term of this agreement pursuant to 5(a)(1). <br />b. Additional users can be added for a fee. <br />5. Term; termination. <br />(a) Term. <br />(1) The term of this Agreement is three (3) years beginning on the Effective Date. <br />(2) This Agreement may be renewed for a term of three (3) years from the date of its original <br />expiration by either party. The party desiring the renewal shall notify the other party in writing <br />Page 3 of 9 <br />