Agreement - Master Sales & License Agreement - Implement Routeware for Solid Waste - Routware, Inc.

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as stated in this Agreement, Routeware grants Customer no other right, title or interest in any Software. 3. CLOUD HOSTING. All cloud hosting services are subject to the terms and conditions listed under the Cloud Hosting Service Level Agreement found at http://www.routeware.com/Clients,. 4. THIRD PARTY HARDWARE AND SOFTWARE. Certain hardware and software sold by Routeware is manufactured, developed or made available by other companies and distributed by Routeware for use in conjunction with the Products, including but not limited to open source or "free" software (collectively, "Tt rrt ,(� rty prr O.uc s"). Third -Party Products may be subject to additional license terms and restrictions (" Third -Party T .r s"), which we will make available to you as required by the suppliers of such Third -Party Products. In the event of a conflict between the terms of this Agreement and any Third -Party Terms, the Third -Party Terms shall control to the extent of the conflict. Routeware hereby assigns to Customer (to the extent assignable) all warranties given by the supplier(s) of Third -Party Products; provided, however, that Customer agrees to look to the supplier(s) for any Third -Party Product warranty, service and other post - purchase issues. Customer is solely responsible for obtaining any and all components, updates, new versions, and releases for any Third -Party Products necessary for use in connection with the Products. S. OTHER SERVICES. All other Services provided by Routeware under an Order are further subject to a statement of work issued by Routeware. Routeware will perform such Services in a professional, competent and workmanlike manner in accordance with the prevailing standards in Routeware's industry. Customer acknowledges that the timely and successful performance of Services requires good faith cooperation by Customer. Therefore, Customer shall furnish all information, access, assistance and services reasonably requested by Routeware. In the event that any failure by Customer to comply with the provisions of this Section 5 results in any delay in performance of the Services by Routeware, Routeware shall not be deemed in breach of the Agreement for such delay. Customer shall reimburse Routeware for all expenses reasonably incurred in the performance of Services, as such have been approved in advance by Customer. Except with respect to any Customer Confidential Information or pre-existing intellectual property included therein (collectively, " ustoyjpr Pr „pggy"), Routeware will retain all right, title and interest in and to all deliverables and work product (including any and all intellectual property rights therein) generated as a result of the Services. Customer's rights to the deliverables and work product shall be the same as the rights granted to Customer under this Agreement with respect to the applicable Hardware and Software. 6. AUDITS. During any time that Customer is using Hardware or Software under an Agreement, and for one year thereafter, Routeware will have the right to perform an audit not more than once each year to verify that Customer is using the Products in compliance with this Agreement. The audit will include at a minimum Routeware having access to all Software, Hardware, Documentation and related Customer equipment (including all servers and personal computers that contain Officeware, and any hardware that contains Truckware). The audit will be performed from Monday through Friday, between 8:00 a.m. and 5:00 p.m. local time, and upon not less than 15 days' prior written notice to Customer. The audit will be conducted at Routeware's sole cost and expense, subject to reasonable security and access restrictions. Customer will be permitted to have Customer personnel present during the audit. If an audit conducted under this Section discloses that Customer has underpaid by more than 3% any amounts payable under this Agreement during the period covered by the audit, Customer will pay Routeware the amount of that underpayment and, in addition, will reimburse Routeware's reasonable and actual costs for that audit.