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and Support Fees in advance in accordance with the payment terms set out in Schedule "A". All Fees are non-
<br />refundable. Unless otherwise specified, all references to amounts of money in this Agreement and the related
<br />Schedules refer to U.S. currency. Maintenance and Support Fees may increase on an annual basis by a
<br />maximum of four percent (4%) at SmartWorks' or its authorized reseller's discretion. The Fees and any other
<br />fees set out in this Agreement are exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial,
<br />county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or
<br />similar charges that may be levied by a taxing authority (excluding taxes on SmartWorks' net income). Customer
<br />shall reimburse SmartWorks for all travel and out of pocket expenses incurred in connection with any Customer
<br />request for onsite services.
<br />If any Fees are not paid when due, then at SmartWorks' or its authorized reseller's discretion, (a) such Fees may
<br />accrue late interest at the rate of 1.5% (18% per annum) of the outstanding balance per month, or the maximum
<br />rate permitted by law, whichever is lower, from the date such fee was due until the date paid.
<br />4. License Grant
<br />(a) Subject to the terms and conditions of this Agreement including, without limitation, the payment of the
<br />License Fees, SmartWorks hereby grants to Customer a personal, perpetual (subject to Section 13), non-
<br />exclusive, non -transferable, limited license (without any right to sublicense):
<br />(i) to install and allow Users to use the Software with up to the Maximum Channels and Maximum Meters
<br />in accordance with the Documentation solely for Customer's internal business purposes; and
<br />(ii) to make one (1) archival backup copy of the Software and to copy the Documentation; provided that
<br />Customer must reproduce any copyright or other notice marked on any part of the Software and
<br />Documentation on all authorized copies and must not alter or remove any such copyright or other
<br />notice.
<br />(b) Use of the Software on any system that (i) does not meet the Required Programs and Required Hardware
<br />requirements set out in Section 6 voids all warranties with respect to the Software and relieves SmartWorks of
<br />any obligation to provide Maintenance and Support Services.
<br />(c) The license rights granted in this Section 4 do not include the right to use any Third Party Software.
<br />(d) Restrictions Without limiting the generality of Section 4, and in addition to the other restrictions listed
<br />therein, Customer shall not, and will not allow, direct or authorize (directly or indirectly) any third party to: (i)
<br />disassemble, de -compile, reverse engineer, defeat license encryption mechanisms, or translate any part of the
<br />Software, or otherwise attempt to derive, reconstruct or discover the source code of the Software except and only
<br />to the extent that applicable law expressly permits, despite this limitation; (ii) modify, translate, or create derivate
<br />works of the Software or Documentation or merge all or any part of the Software with another program; (iii) give
<br />away, rent, lease, lend, sell, sublicense, distribute, transfer, assign, or use the Software for timesharing or bureau
<br />use or to publish or host the Software for use by anythird party; (iv) take any actions that would cause the Software
<br />to become subject to any Open Source License or quasi -open source license agreement; and (v) use the Software
<br />in any manner for purposes of (A) developing, using or providing a competing software product or service; (B)
<br />copying any ideas, features, functionality or graphics of the Software; or (C) knowingly allow access to any
<br />competitor of SmartWorks.
<br />(e) Customer acknowledges and agrees that any breach of this Agreement by its Users shall constitute a breach
<br />by Customer.
<br />5. Ownership
<br />(a) The Software, Documentation, related materials, and other information relating to the Software or used
<br />in conjunction with the Software, whether distributed in print, magnetic, electronic, or video format, in effect as of
<br />the date the Software are provided to the Customer are and shall remain the sole and exclusive property of
<br />SmartWorks, its licensors and/or its affiliates and Customer acknowledges and agrees that all Intellectual Property
<br />Rights therein are and shall remain with SmartWorks, its affiliates and/or its licensors. Any rights not expressly
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