Software License and Maintenance Agreement – Linko Technology Inc.

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DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1.C748 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 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 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. 2. Fees and E"nent 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. 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 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. Ccrns%quences 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 Aquatic Informatics Software License Agreement