2. GRANT OF ACCESS; RESPONSIBILITY FOR MOVING CLIENTS.
a) Grant of Access. Subject to the terms, conditions and restrictions set forth in this Agreement, including payment of the Fees set forth above, Yembo hereby grants, and Customer hereby accepts, for the Term, a non-exclusive, non-transferable grant of access to use solely for the purposes of generating moving quotes for end users of Customer (i) the Yembo software infrastructure and any upgrades or updates thereto (the "SaaS"), on a "hosted" basis, in accordance with the Documentation (as defined below) and (ii) the operating manuals, user instructions, technical literature and all other related materials in the English language, in both eye-readable and machine-readable printable form, which may from time to time be supplied to Customer by Yembo to facilitate the use and application of the SaaS (the "Documentation"). Yembo shall retain all right, title and interest in and to the SaaS and its methodologies, processes, techniques, ideas, concepts, trade secrets and know-how ("Yembo Knowledge"), including, but not limited to, any software or methodologies, processes, techniques, ideas, concepts, trade secrets and know-how that Yembo may develop or supply in connection with this Agreement. For the avoidance of doubt, Customer shall have no right, title or interest in, to or under (and no right for compensation) with respect to any suggestions, comments or other feedback that Customer may provide to Yembo with respect to the SaaS. Customer shall not: (i) disassemble, reverse engineer, decompile or otherwise attempt to derive source code from the SaaS; (ii) modify, adapt, create derivative works based upon or translate the SaaS; (iii) assign, license or sublicense the SaaS or its grant of access to use the SaaS; (iv) transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the SaaS in any form to any other party; (vi) use the SaaS to engage in any activity reasonably deemed by Yembo to be in conflict with the purpose of the SaaS, reputable business practices or the spirit or intent of this Agreement; or (v) use the SaaS or any of the Services for any unlawful purpose or in a manner that fails to comply with applicable local, state, and federal laws. Customer shall be solely responsible for providing and maintaining all hardware and software and other requirements for Customers' use of the SaaS (including, but not limited to, Internet access and a compatible web browser). Customer shall be solely responsible for its account and passwords related to the SaaS, as well as all activity through the SaaS. Customer shall immediately inform Yembo of any possible misuse of Customer's account and passwords or any security incident related to the SaaS. Yembo shall use commercially reasonable efforts to create and maintain, where appropriate, firewalls, encryption technology, user authentication systems and access control mechanisms to control access to information maintained by Yembo related to Customer's account and passwords.
b) Responsibility for Moving Clients. CUSTOMER ACKNOWLEDGES AND AGREES THAT YEMBO DOES NOT HAVE ANY RELATIONSHIP WITH ANY MOVING CLIENT AND, THEREFORE, CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ANY INTERACTION WITH ANY MOVING CLIENT, AS IT RELATES TO THE SERVICES, COMPLIES WITH ALL APPLICABLE LOCAL, STATE, AND FEDERAL LAWS, INCLUDING THE TELEPHONE CONSUMER PROTECTION ACT ("TCPA"), THE FEDERAL TRADE COMMISSION'S NATIONAL DO NOT CALL REGISTRY, CAN-SPAM ACT, TELEMARKETING REGULATIONS, AND STATE AND FEDERAL LAWS GOVERNING RECORDING PHONE CALLS. For purposes of this Agreement, a "Moving Client" shall mean an end-user client for Customer where Customer provides moving services for client's household goods. Prior to using the Services, Customer must ensure that any such use is permitted in Customer's jurisdiction.