Software License Agreement - TokaySQL Software Upgrade and Three (3) Year’s Support

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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 actor omission. If you do not remedy this situation following three notifications, Al's PS 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 Al's PS maybe 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 generally 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.. f) You may use the Software only in accordance with any documentation and acceptable use policies made known by Al to you ("AUP"). g) Customer may not alter or modify the Software in any way 1.5 You are responsible for the accuracy, quality, integrity rights to use and legality of data processed using the Software. You are responsible for ensuring you have the right to use any data, text, audio, video, images, software, 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 following: a) that Your Content is compatible with then -current interfaces for the Software; b) that Your 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 unless mutually agreed to otherwise. Al may modify this Agreement at any time by providing you at least 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. Aquatic Informatics Software License Agreement