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include storing all data entered and maintained by Users through use of the Software. (g) "Maximum Channels" means the maximum number of channels or existing systems and connected devices such as Supervisory Control and Data Acquisition (SCADA) and sensors in the emerging Internet of Things (IoT) that collect data regarding electricity being consumed by a customer of Customer or collect data regarding electricity provided by a customer to Customer, with which Customer is authorized to use the Software as specified in Schedule "A (h) "Maximum Meters" means the maximum number of meters with which Customer is authorized to use the Software as specified in Schedule "A". (i) "Software" means the software product(s) including all Upgrades and Upgrades (as those terms are defined in the Software License and Services Agreement) that SmartWorks licensed to Customer pursuant to the Software License Agreement and as listed in Schedule "A" of the Software License and Services Agreement. Q) "Software License and Services Agreement" shall have the meaning ascribed to it in the Recitals. (k) "Third Party Components" means any third party telecommunications, energy/utility transportation, managed facilities and/or software applications and services that SmartWorks or its service providers has licensed or purchased and provided access to or otherwise made available to Customer as part of the Hosting Services. (I) "User" means an employee or legal agent of Customer that has been authorized by the Customer to access and use the Hosting Services. 2. Authorization Subject to the terms and conditions of this Agreement, including without limitation, payment by Customer of the Annual Hosting Fees, SmartWorks hereby grants to Customer a personal, non-exclusive, non -transferable limited right during the Term to allow Users to access and use the Hosting Services solely in connection with its use of the Software as permitted pursuant to the Software License and Services Agreement. 3. Fees In consideration of receiving the Hosting Services, Customer agrees to pay to SmartWorks the Fees as described in this Section 3 and Schedule "A" in accordance with the payment terms set out in Schedule "A". The Annual Hosting Fees, and any other fees set out in this Agreement are exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on SmartWorks' net income). If any Fees are not paid when due, then at SmartWorks' discretion, such Fees may accrue late interest at the rate of 1.5% (18% per annum) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such fee was due until the date paid, and/or (b) SmartWorks may suspend the Service, including all Customer access to the Service, pursuant to Section 10 but in no event prior to giving Customer 15 days written notice. 4. Term Unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the "Initial Term'). Thereafter, this Agreement shall be N. Harris Computer Corporation — Confidential Page 2 of 18