HomeMy WebLinkAboutAquatic Informatics - Software License Agreement000uoigoEnvelope m:zsFooAon+Dseo-4uco-Bono-ACoz7n000som
AQUATIC INFORMATICS - SOFTWARE LICENSE AGREEMENT
EffectivcDateofthisAgreemem:Aph|Z9,lUZo
SCOPE
City of Yakima
2sO1HoitviUeBlvd,
Yakima, WA 98902
- and
Aquatic Informatics ("Al")
2400 — 1111 West Georgia Stree
Vancouver, BC Canada, V6E 4M3
A. This Software License Agreement (the "Agreement") is between Aquatic Informatics and its affiliates ("Al", "we,"
"us," or "our") and you the customer of Al seeking to license certain software in executable code form and obtainne|med
services from Al ("you" or "Customer").
Immediately below is the name of the Al company thais contracting with you based on the country or Al's sales region
where you are located and the Al product and service obtained unless otherwise agreed in writing.
Linko or Tokay Software license or service: Your agreement is with Linko Technology Inc.a company
incorporated under the laws of the State of Washington, USA.
B. Al is Iicensing certain software in executableble code form including related professional services more particularly
described in Schedule A ("the Software") upon the terms and conditions set out in this Agreement. By using the Software,
you agree to abide by the terms of this Software License Agreement ("Agreement").
C. This Agreement includes the following Schedules:
• Schedule A Description of Software
• Schedule B License Term and payment terms
• Schedule C Support and Maintenance
1. Software.
1.1 Al grants to Customer, a license which permits Customer to use the Software in executable code format only and in
the manner as described in this Agreement. The Software is licensed, not sold. AI, and not Customer, owns the Software,
which is protected by United States, Canadian and international copyright laws. Customer may use the Software only in
the manner set out in this Agreement. This Agreement gives Customer no intellectual property rights in the Software.
1.2 Al will support your use of the Software and will maintain the Software in the manner set outin Schedule C and this
Agreement (Support and Maintenance). Such support and maintenance is provided on condition that you are current in
all payments due to Al.
1.3 On your request Al may provide optional professional services ("PS") to you. Such PS will be provided on mutually
agreed terms set out in a Schedule to this agreement, a Quote, or a Statements of Work (all described as "SOW") and may
include, for example, Software installation, implementation and additional training. Additionally:
(a) Your responsibilities and Al responsibilities, project schedules, milestones, deliverables with respect to PS and its
delivery will be set out in the SOW.
(b) Al's PS and the SOW will be provided on the basis of assumptions and information set out in the information you
have provided to Al. If such assumptions/information provided by you is incorrect then you acknowledge that
milestones, schedules, deliverables or pricing of PS may require adjustment. If required, such adjustments will
be mutually agreed in writing.
(c) If Al is prevented or delayed from performing PS in the manner and at the time set out in a SOW by reason of any
act or omission attributable to you Al will notify you forthwith and giving you three days notice to correct such
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act or omission. If you do not remedy this situation foliowing three notifications, AIs P5 will be put on hold
pending your responsibility to notify Al when you are able to dedicate resources to support Al in providing PS.
Additionally, applicable milestones, schedules or time of provision of deliverables shall be amended forthwith,
and Al may require you to pay all of Al's reasonable costs and charges sustained or incurred by Al (at Al's rates
specified in the SOW and all reasonable expenses) for additional time and materials expended by Al as a result of
such delay.
(d) Unless otherwise set forth in a SOW, if your act or omission stops or postpones the PS set forth in a SOW you will
pay for all PS rendered up to the stop or postponement date and will pay for any start up costs associated with
re -activating resources to complete the subject SOW and any ramp -down costs associated with removing
resources from the subject SOW. Al provides no guarantees that AIs P5 may be resumed within the same
timeframe as set out in the original SOW if PS is put on hold as a result of the provisions of this section.
1.4 Customer's responsibility generaily are as follows.
a) The Software is only for your use. You may not provide the Software to other parties in any manner, including as
a service bureau or application service provider.
b) In using the Software, You will adhere to all applicable laws, rules, and regulations.
c) To use the Software You must create a user account associated with a real person. You are responsible for that
user account's security, for all activities that occur under that account and for strictly monitoring who has user
account access. You will immediately contact us if you believe a user account has been compromised or is being
used by unauthorized persons..
d) You may use the Software only in accordance with any documentation and acceptable use policies made
known byA|toyou (^AUP^).
e) Customer may not alter or modify the Software in any way
1.5 ¥ou are responsible for the accuracy, quality, integrity rightsto use and legality of data procesed using the Software.
You are responsible for ensuring you have the righto use any data, text, audio, video, imagessoftware, lab samples,
operational readings, field readings, or other similar content ("Content") you input into the Software. More particularly it
is your responsibility to ensure the foliowing:
a) that Your Content is compatible with then -current interfaces for the Software;
b) that Vour Content complies with the terms of this Agreement, with applicable law and regulation and any Al
policies made known to you; and
c) that You are responsible for dealing with any legal claims relating to Your Content including any intellectual
property -related claims.
1.6 No other services are provided with the Software unlesmutually agreed to otherwise. Al may modify this
Agreement at any time by providing you at Ieast 90 days advance notice. The modified terms will become effective on
the terms as notified. By continuing to use the Software after the effective date of any Agreement modifications, you
agree to be bound by the modified terms. If you do not agree to such modifications, you may terminate this Agreement
without penalty to either party.
2. Fees and Payment
2.1. Fees charged for the Software Iicense (License Fees) and for the Support and Maintenance (SMA Fees) are set
out in Schedule B. All such fees are payable on a net 30 days basis without setoff or counterclaim, and without any
deduction or withholding. Al will notify you if there are any fees charged for new options applicable to the Software or if
there are fee increases. Overdue invoices will accrue interest at the rate of 1.5% of the outstanding balance per month
2.2 All fees are exclusive of applicable feder|'pnovncial,statecvlocaLva|"eaddeisales,"se excise, tariffs and/or
similar tax or duty. If Al is required to pay or collect any such taxes or duties on any fees charged, then such taxes and
duties shall be billed to and paid by you. If you are tax-exempt, then you will provide us with Iegally-sufficient tax
exemption certificates for applicable taxing jurisdictions.
3. Consequences of breach
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3.1 Al may terminate this Agreement and your license to use the Software if you breach the Agreement or use the
Software in a way that: (i) poses a security risk to Al or any third party, (ii) may adversely impact the Software, Al or a third
party's operations, (iii) may subject Al or any third party to liability, or (iv) may be fraudulent; or (v) breaches applicable
Iaw or regulation. Al will give Customer written notice of such breach. If such breach is not corrected in 30 days Al may
terminate this Agreement.
4. Term; Termination
4.1. The term of this Agreement pertaining to the Software license commences on the Effective Dateendisforthe
Iength oftime stated in Schedule B (License Term"). If not stated in Schedule B the License Term will be for a perpetual
term. The term of this Agreement pertaining to Support and Maintenance commences on the Effective Date and is for
the length oftime stated in Schedule B (SMA Term). If not stated in Schedule B the SMA Term will be for a three year
term and will automatically renew for successive yearly periods unless a party notifies the other in writing not less than
thirty (30) days prior to expiration of intent to not renew.
4.2 Additionally, this Agreement shall terminate in each of the following events:
a) Either party may terminate this Agreement if the other becomes insolvent or bankrupt or makes an assignment
for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other, or if any
proceeding in bankruptcy, receivership, or liquidation is instituted against the other and is not dismissed within
30 days foliowing commencement thereof,
b) Either party may terminate this Agreement for cause upon 30 days advance notice to the other if there is any
material default or breach of this Agreement by the other, unless the defaulting party has cured the material
default or breach within the 30 day notice period.
If this Agrement is terminated for cause by Customer, then Al shall refund Customer any fees payable for Support and
Maintenance ("SMA Fees") payable in advance of the effective date of termination. Upon termination for cause by AI,
Customer shall pay any unpaid fees covering the remainder of the SMA Term after the effective date of termination. In
no event shall any termination relieve Customer of the obligation to pay any fees payable to Al for the period prior to
the effective date of termination.
4.3. Any post -termination assistance additional to that described below is subject to mutual written agreement.
a) Generaily. Upon any termination of this Agreement:
(i) all your rights under this Agrement immediately terminate
(ii) you remain responsible for all fees you have incurred through the date of termination, including fees for
in -process tasks completed after the date of termination;
(iii) you will immediately return or, if instructed by us, destroy all Al Content in your possession.
5. Proprietary Rights
5.1 Ownership.
�—
a) All proprietary and intellectual property rights, title and interest, including copyright and trade secret rights in
and to anything associated with the Software and the Al Content remains that of Al. As between AP and
Customer, Customer exclusively owns all rights, title and interest in and to all of Customer's Content.
b) Customer shall not (i) permit any third party to access the Software except as expressly permitted, (ii) create
derivative works based on the Software, (iii) copy, frame or mirror any part or content of the Software, (iv)
reverse engineer the Software, or (v) access the Software in order to build a competitive product or service, or
copy any features, functions or graphics of the Software.
c) Using the Software it is possible to collect aggregated anonymized data which is collected and stored without
aosodatiunwithPenonaUy|dentifiab|e|nformation(^PU^)anddoesnotidentifyCustomerinanyway
("Aggregated Data"). All Aggregated Data is the property of Al and treated as Confidential Information.
5.2 "Confidential Information" means information concerning any information relating to the business and technology
of either party which is not generally available to third parties and which is treated by the parties, in accordance with
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their policiesas confidential information or a trade secret and specifically includes the Software, either parties Content,
business proceses,infonnndonabuuteitherparUescugnmasuruseoinanymannecuhapeorfunnurmher|ike
information. For the purposes of this Agreement, a party disclosing Confidential Information is a Discloser and the party
receiving Confidential Information is a Recipient. Confidential Information does not include information which is:
a) at the time of disclosure, or thereafter becomes part of the public domain without any violation of this
Agreement by the Recipierit;
b) already in the Recipient's possession before disclosure of such information to the Recipient by the
Discloser;
c) following the Effective Date is furnished to the Recipient by a third party without that third party being in
breach directly or indirectly of an obligation to the Discloser to keep such information secret confidential and
secret; and
d) developed independently by the Recipient without use of Discloser's Confidential Information as
evidenced by reasonably detailed written records.
5.3 Confidentiality. The following terms apply to Confidential Information and the ownership thereof.
a) All Confidential Iriformationion is owned by the respective parties.
b) Neither par-ty wiU, at any time, whether beforeor after the termination of this Agreement, disclosefurnish, or make
accessible to anyone any Confidential Information or permit the occurrence of any of the foregoing.
c) Each party will hold the other's Confidential Information in confidence and will protect each other's Confidential
Information with the same degree of care with which it treats its own Confidential Information, but in no case with
any Iess degree than reasonable care.
d) Confidential Information may be disclosed a party only to employees or consultants having a need -to -know
provided such parties are bound by confidentiality obligations
e) If Confidential Information is disclosed inadvertently the disclosing party will immediately notify the other party and
will assist the other party in remedying the confidentiality breach.
O If Confidential Information is required to be disclosed pursuant to a valid subpoena, governmental order, judicial
order or other operation of law the disclosing party will immediately notify the other party in order to limit the
Confidential lnformation disclosure to the extent possible or practicable.
6. Indemnification
6.1. You will defend, indemnify, and hold harmless AI, its affiliates and licensors, and each of their respective employees,
officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses
(including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) your use of the
Software (including any activities under your account and use by your employees and personnel); (b) breach of this
Agreement or violation of applicable Iaw by you; (c) Your Content.
6.2 Al hasthe rightand all necessary permissions to provide the Software to the Customer. In the evenof the breach of
this representation, Al shall defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought
against Customer by a third party alleging that the use of the Software infringes or misappropriates that third party's
intellectual property rights, and shall indemnify Customer for any damages finally awarded against, and for reasonable
attorney's fees incurred by Customer in connection with any such Claim.
6.3 For all indemnity claims the party seeking indemnity must promptly give the indemnifying party written notice of the
claim; give the indemnifying party sole control of the defense and settlement of the claim; and provide to the
indemnifying party all reasonable assistance, at the indemnifying party's expense. This section states the party seeking
indemnitys exckisive remedy for any type of claim.
7. Disclaimers.
7.1 THE SOFTWARE IS PROVIDED ON THE BASIS THAT IT SUBSTANTIALLY CONFORMS TO ITS DOCUMENTATION. THE
SUPPORT AND MAINTENANCE SERVICES WILL BE PROVIDED ON AN INDUSTRY -STANDARD BASIS. ON BREACH OF THESE
WARRANTIES THE SERVICES WILL BE RE -PERFORMED SO THAT THEY MEET THIS WARRANTY. OTHER THAN THIS
WARRANTY Al DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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7.2 NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR
INCIDENTAL DAMAGES OR LOSS OF PROFITS RESULTING FROM THE SOFTWARE OR SUPPORT AND MAINTENANCE
SERVICES (OR ANY THIRD PARTY GOODS OR SERVICES) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. If either party is liable to the other in no event will the total aggregate liability of a party to the other exceed
the SMA fees paid by the Customer to Al in the 1 year period preceding the date of a claim.
8. Miscellaneous.
8,1 This Agreement includes its schedules and is the entire agreement between Al and Customer regarding its subject
matter.
8.2 The parties acknowledge that each is an independent contractor and nothing in this Agreement constitutes a
joint venture or partnership and neither party has the right to bind nor act for the other as agent or in any other
capacity.
8.3 You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement without
our prior written consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of
the parties and their respective successors and assigns. Al may assign this Agreement in connection with a merger,
amalgamation or corporate reorganization involving Al, or in connection with the sale of all or substantially all the
assets of Al or to an affiliate or wholly-owned subsidiary of Al.
8.4 The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of
such provision nor limit that party's right to enforce such provision at a later time. All waivers must be in writing executed
by that party to be effective.
8.5 If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will
remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original
portion. If such a construction is not possible, the invalid or unenforceable portion will be severed from this Agreement
but the rest of the Agreement will remain in full force and effect.
8.6 The laws of the State of Washington govern this Agreement and all disputes arising out of it shall
be submitted to a court of competent jurisdiction in Yakima County.
8.7 Sections 5, 6, 7 and any other sections that may be reasonably construed as intended to survive shall survive
termination of this Agreement.
8.8 Upon consent by AI, this Agreement may be used for cooperative procurement by any public or municipal body,
entity, agency or institution, If so authorized, and in order to forego a related entity RFP or similar competitive bidding
process, the Agreement may be extended to such other entities for the procurement of similar products and/or services
provided to Customer and at fees in accordance with the Agreement unless separately negotiated between such other
entities and Al. Further related entities participating in a cooperative procurement process shall place their own orders
directly with Al. Al and such other entities will fully and independently administer their own separate contracting
processes but all in accordance with substantially similar contracting processes as set out in this Agreement.
Al and Customer have executed this Agreement as of the Effective Date,
AQUATIC INFORMATICS [COMPANY]
Per: Linko Technology Inc. Per:
Name: James Griffiths
Title:
Secretary and Treasure
Aquatic Informatics Software License Agreement 5
Name: Alex Meyerhoff
Title: Interin City Manager
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I/We have authority to authority to bind the I/We have authority to au ffrity to bind the
corporation. corporation.
-113 CITY CONTRACT NO: 0
A Ai
RESOLUTION NO:
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Schedule A
Description of Software obtained by Customer
Description of Software Provided (See Schedule B for License Fee & Payment Terms):
TokaySQL Software for Cross Connection program data management and compliance.
Description of Professional Services Provided (See Schedule B for Payment Terms):
Outlined.
License Fee, SMA Fee and payment terms
1 License Term
1.1 This Agreement commences on the Effective Date.
1.2 The License Term is perpetual. The term under which Support and Maintenance is provided to Customer ("SMA
Term) is for one (1) year, and thereafter renews automatically for successiveive one (1) year periods unless either party
gives the other party 30 days written notice of its intent not to renew this Agreement prior to the expiration of the then
current term.
2 Payment Terms
2.1 The License Fee and the first year's SMA Fee is payable on the date when Al sends login credentials to Customer.
The License Fee is as follows:
Software module
TnkaysQL
WebTest
License Fee
so
so
Total One -Time License Fee
so
3 Annual SMA Fee
3.1 The Customer agrees to pay the annual SMA Fees for Support and Maintenance of Software modules listed in the
table below each year thereafter. Al may amend its fees for any renewal term on 30 days notice to Customer given prior
to the expiration of the current term. Any applicable taxes are not included in this fee.
3.2 Customer acknowledges that additional modules, additional systems/facilities being managed, or additional
users to those listed below may require adjustments in pricing to the SMA Fee. Customer certifies that the information is
accurate and agrees to notify Al of any material change in the information.
Software module
TokaySQLYear Two (04/V5/ZO%1)
TokaySQL Year Three (04/05/2022)
TokaySQL Year Four (04/05/2023)
TokaySQLYear Five (04/O5/2UZ4 04/04/2025)
Aquatic Informatics Software License Agreement
Annual SMA Fee
$1,200
$1,300
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Total SMA
4 Professional Services Fees
$4,600
4.1 Professional Services and One -Time Fees are payable on delivery of services unless stated otherwise as follows:
Professional Services Description
TokaySQL / WebTest Remote Training
Tokay|mplementation
WebTest l,np|ementation
Total PS Fee
Aquatic Informatics Software Ucense Agreement 8
One -Time Fee
$1,000
��
$5,100
$1,785
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Schedule C
Support and Maintenance of Software
Support and maintenance is provided with the Softwne..
Al will maintain the Software at the latest release making new enhancements and improvements available as part of Al's
development methodology. In addition to regular maintenance of the Softwre, Al will support you by answering queries
from technically -trained users designated by you and resolve such queries in a manner set out below
1.0 DEFINITIONS
(a) "Case priority 1" means the Service Offering has a system outage or the software does not work per user
documentation, business operations have been severely disrupted and no work around is immediately
available;
(b) "Case priority 2" means the Service Offering does not work per user documentation, business operations
can continue in a restricted fashion (although long-term productivity might be adversely affected) and no
work around is immediately available;
(c) "Case priority 3" means the Service Offering does not work per user documentation, impaired operations of
some components, but allows the user to continue using the software, a work around exists but it is not
obvious or is difficult and as a result there is significant impact productivity or efficiency;
(d) "Case priority 4" means the Service Offering does not work per user documentation, business operations are
not significantly impacted;
(e) "Case priority 5" means the Service Offering does not work per user documentation and does not affect
business operations or software does not work as expected and is not in user documentation or is an
enhancement request;
(f) "Documentation" means the instruction manual or help on the Service Offering;
(g) "Operating Hours" are 7:30 am — 5:00 pm (Mon — Fri) Pacific Time excluding Province of British Columbia
and Canadian statutory holidays via the Vancouver, Canada office, and 9:00 am 5:00 pm (Mon — Fri)
Australian Eastern Standard Time excluding Tasmanian and Australian statutory holidays via Hobart,
Australia office;
(h) "Resolution" means one or more of the following outcomes: a) a mutually acceptable work around, b) a
configuration/data change or c) a Service Offering Change;
(1) "Service Offering Change" means changes to Service Offering functionality;
2.0 SUPPORT AND MAINTENANCE SERVICES
2.1 Des * ion f . During any SMA Term and subject to the provisions of this Agreement, Al will use
commercially reasonable efforts to provide the following Support and Maintenance Services:
(a) Live telephone supporwith a support representative during Operating Hours;
(b) Email support during Operating Hours;
(c) Live Web conferencing with a support representative during Operating Hours where required to understand
the support case;
(d) Case tracking through our online case tracking system;
(e) Access to an onhine Support Portal 24 hours a day, 7 days a week; and
(f) Entitlement to download and use each new Major and Minor Release of the Software for which you have
obtained licenses.
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2.2 Support 5ervice Level Aereernent
1 business day or sooner
1 business day
1 business day
1 business day
At Al's discretion
2
3
5
2 business days
3 business days
10 business days
At Al's discretion
At Al's discretion
(a) A Software Change is only released before the next scheduled Major Release when the Software Change is
the only way to resolve a priority 1 or 2 case;
(b) A Software Change is only released for compatibility with the current Major Release or one of the two
previous Major Releases.
(c) If you are experiencing issues and not using a Supported Release of the Software, you must upgrade to a
Supported Release (preferably the latest Supported Release) and then, if the original case persists, Al will
work with you to find a mutually acceptable resolution.
(d) You must check on the Al Support Portal to determine if you are using a Supported Release
(e) Initial Response and Target Time to Resolution time periods start once a case is logged in Al's Support Portal.
(f) Resolution times may exceed the TargeTime to Resolution time targets depending on the complexity
involved in determining the root cause of the case and the complexity of finding a resolution for it. Should
this situation arise for priority 1 or 2 cases, you will be provided a credit towards their next Annual
Subscription Fee calculated as foliows:
a. Credit = Annual Subscription Fee X ((Number of business days in excess of Target Time in a given
SMA Term) / (Total Number of business days in the same Subscription Term))
(g) The credit for any SMA Term cannot exceed the Annual SMA Fee.
(h) SMA Credits can only be used as a rebate toward the purchase of a subsequent Subscription Term and
otherwise has no cash value.
(i) SMA Credits are your sole remedy if resolution times exceed the Target Time to Resolution.
2.3 Resolution of Software Anomaly. A Software anomaly will be considered to be resolved when:
(a) the Software is working in substantial accordance with the Documentation when operated on the supported
hardware, operating system and peripheral as designated by Al; or
(b) Al has advised you of one of the foliowing:
(1) how to correct or bypass the Software anomaly;
(ii) that the correction to the Software anomaly will be available through a future Major or Minor
Release; or
(iii) that the anomaly falis within an exception to this Agreement.
3.0 EXCEPTIONS
3.1 Suonort and Maintenance Exclusions. Maintenance and Support Services are not provided for and do not apply
to:
(a) third party software and middleware or services;
(b) when you are in breach of this Agreement or any other agreenient with Al;
(c) Software that is improperly implemented;
(d) Hardware, peripherals (including printers) or software other than the Software;
(e) Anomalies in the Software that are not reproducible; or
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(f) Anomalies, damage or problems in the Software or its operation caused by:
i. an incompatible or non-functioning configuration, operating system or hardware system;
ii. accident, abuse or misapplication for which AI is not responsible;
iii. malfuriction or non-performance of products supplied by third parties;
iv. use contrary to its intended purpose or contrary to the Documentation; or
v. any other matters beyond Al's control.
3.2 Third Party Vendors. If Al has corrected a Software anomaly in a Minor Release or Major Release provided to
you, then Al will not be required to provide any other correction for the Software anomaly provided that the
functionality of the Software has been maintained in relation to your business requirements. You will look solely
to the third party vendors of third party software, middleware, hardware or peripheral if there are any
anomalies, damage or problems to the Software in or caused by such software, middleware, hardware and/or
peripheral.
3.3 Interfaces. Al will not be responsible for any of your integration requirements for the Software resulting from
your use ofthird party vendors who may not integrate with the Software.
3.4 Inactive Support andMaintenance. Support and Maintenance only applies to customers with a valid and current
SMA Term in place, and who are in good standing with Al's accounting, finance and payment terms.
4.0 SUPPORT AND MAINTENANCEpEn|mDSAmoFEsS_
4.1 Renewal. Additional 12 month service periods are available foliowing the expiry of a SMATerm. Prior to the
expiry of a Support and Maintenance service periodAl may at its discretion send you an invoice for renewal of
Support and Maintenance for the applicable SMA Term at the applicable SMA Fee. Failure to pay the invoice
within the payment terms as detailed on the invoice will be deemed a rejection by you of the offered Support
and Maintenance and will result in termination of Support and Maintenance upon expiration of the then -current
SMA Term.
4.2 Taxes. The SMA Fees do not include taxes. IfA]is required to pay salesuse, property, value-addedgoods and
services or other federal, provincial, state or local taxes based on the license granted under this Agreement or on
your use of the Software or documentation, then such taxes will be billed to and paid promptly by you.
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