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1EFENERGY
<br />Building a Zero Emissions Future
<br />ZEFNET SAAS TERMS AND CONDITIONS
<br />Definitions:
<br />Company: ZEF Energy Inc., Minnesota, USA ("Company")
<br />Customer: Customer listed on Sales Order, Proposal or Purchase Order ("Customer")
<br />1. SAAS SERVICES AND SUPPORT
<br />1.1 Subject to the
<br />terms of this Agreement, Company will use commercially
<br />reasonable efforts to provide Customer the Services in
<br />accordance with the Service Level Terms attached hereto
<br />as Exhibit A. As part of the registration process, Customer
<br />will identify an administrative user name and password for
<br />Customer's Company account. Company reserves the
<br />right to refuse registration of, or cancel passwords it
<br />deems inappropriate.
<br />1.2 Subject to the
<br />terms hereof, Company will provide Customer with
<br />reasonable technical support services in accordance with
<br />the terms set forth in Exhibit B.
<br />RESTRICTIONS AND
<br />RESPONSIBILITIES
<br />2.1 Customer will not,
<br />directly or indirectly: reverse engineer, decompile,
<br />disassemble or otherwise attempt to discover the source
<br />code, object code or underlying structure, ideas, know-how
<br />or algorithms relevant to the Services or any software,
<br />documentation or data related to the Services ("Software");
<br />modify, translate, or create derivative works based on the
<br />Services or any Software (except to the extent expressly
<br />permitted by Company or authorized within the Services);
<br />use the Services or any Software for timesharing or service
<br />bureau purposes or otherwise for the benefit of a third; or
<br />remove any proprietary notices or labels.
<br />2.2 Further, Customer
<br />may not remove or export from the United States or allow
<br />the export or re-export of the Services, Software or
<br />anything related thereto, or any direct product thereof in
<br />violation of any restrictions, laws or regulations of the
<br />United States Department of Commerce, the United States
<br />Department of Treasury Office of Foreign Assets Control,
<br />or any other United States or foreign agency or authority.
<br />v2.1_20191003
<br />As defined in FAR section 2.101, the Software and
<br />documentation are "commercial items" and according to
<br />DFAR section 252.2277014(a)(1) and (5) are deemed to be
<br />"commercial computer software" and "commercial
<br />computer software documentation." Consistent with DFAR
<br />section 227.7202 and FAR section 12.212, any use
<br />modification, reproduction, release, performance, display,
<br />or disclosure of such commercial software or commercial
<br />software documentation by the U.S. Government will be
<br />governed solely by the terms of this Agreement and will be
<br />prohibited except to the extent expressly permitted by the
<br />terms of this Agreement.
<br />2.3 Customer
<br />represents, covenants, and warrants that Customer will use
<br />the Services only in compliance with Company's standard
<br />published policies then in effect (the "Policy") and all
<br />applicable laws and regulations. Customer hereby agrees
<br />to indemnify and hold harmless Company against any
<br />damages, losses, liabilities, settlements and expenses
<br />(including without limitation costs and attorneys' fees) in
<br />connection with any claim or action that arises from an
<br />alleged violation of the foregoing or otherwise from
<br />Customer's use of Services. Although Company has no
<br />obligation to monitor Customer's use of the Services,
<br />Company may do so and may prohibit any use of the
<br />Services it believes may be (or alleged to be) in violation of
<br />the foregoing.
<br />2.4 Customer shall be
<br />responsible for obtaining and maintaining any equipment
<br />and ancillary services needed to connect to, access or
<br />otherwise use the Services, including, without limitation,
<br />modems, hardware, servers, software, operating systems,
<br />networking, web servers and the like (collectively,
<br />"Equipment"). Customer shall also be responsible for
<br />maintaining the security of the Equipment, Customer
<br />account, passwords (including but not limited to
<br />administrative and user passwords) and files, and for all
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