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

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2. Fees and Payment 2.1. Fees charged for the Software license ("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. 2.2 All fees are exclusive of applicable federal, provincial, state or local, value added, sales, use, 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 legally -sufficient tax exemption certificates for applicable taxing jurisdictions. 3. Consequences of breach 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 law 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 Termunation 4.1. The term of this Agreement pertaining to the Software license commences on the Effective Date and is for the length of time 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 of time stated in Schedule B ("SMA Term"). If not stated in Schedule B the SMA Term will be for a one year term and will renew for consecutive one year terms upon the mutual written consent of the parties, 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 following 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 Agreement 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 Al, 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) Generally. Upon any termination of this Agreement: (i) all your rights under this Agreement 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. Proprietar Ft% htand confidentiality 5.1 Ownership. Aquatic Informatics Software License Agreement