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and Support Fees inadvance inaccordance with the payment terms set out inSchedule ~A~ All Fees are mon-
<br />nefundable. Unless otherwise specified, all references toamounts ofmoney in this Agreement and the related
<br />Schedules refer to W.G. currency. Maintenance and Support Fees may increase on an annual basis by
<br />maximum of four percent (4Y4) at SmaMWorkn' or its authorized naseUer's discretion. The Fees and any other
<br />fees set out inthis Agreement are exclusive mftaxes. Customer agrees topay all foreign, federal, state, prcwincia|,
<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 nnsiteservices.
<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 otthe rate of1 5Y4(1896perannum)oftheoutstundin8bo|unnepermondh.orthemaximum
<br />rate permitted by law, whichever is lower, from the date such fee was due until the date paid.
<br />4. License Grant
<br />(e) Subject to the terms and conditions of this Agreement including, without limitation, the payment of the
<br />License Foes, SmarhNorkm hereby grants to Customer a personal, perpetual (subject to Section 13). non-
<br />exclusive, non -transferable, limited license (without any right to sublicense)�
<br />(1) to install and allow Users to use the Software with upto 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 Oocumentation�provided that
<br />Customer must reproduce any copyright or other notice marked on any port 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 inSection 6voids all warranties with respect tothe Software and relieves SmartWodksof
<br />any obligation toprovide Maintenance and Support Services.
<br />(C) The license rights granted inthis Section 4donot include the right touse any Third Party Software.
<br />(d) Restrictions Without limiting the generality ofSection 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 tn� (i)
<br />disossemb|e, de-oompi|e, reverse engineer, defeat license encryption menhaninms, or translate any part ofthe
<br />Software, or otherwise attempt to derive, reconstruct or discover the source code of the Software except and only
<br />bothe extent that applicable law expressly permits, despite this |imitotion�; (ii) modify, translate, orcreate deriwmha
<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 ortopublish orhost the Software for use byany third party�(iv)take any actions that would cause the Software
<br />tobeoomeaub]eottoany[>penSourceLiceneeorquaai-openaource|icenaeagreementand(v)uaatheSohwmre
<br />in any manner for purposes of (A) developing, using or providing a competing software product or service; (B)
<br />copying any idmns, femtun*s, functionality or graphics of the Software', or (C) knowingly o||ovv access to any
<br />competitor ofSmartVVorks
<br />(e) Customer acknowledges and agrees that any breach ofthis Agreement byits Users shall constitute abreach
<br />by Customer.
<br />5. Ownership
<br />(a) The Software, Documentation, related materials, and other information relating hothe 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 Snftvvone 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 mhmU remain with Smor8Nmrks, its affi|imbau and/or its licensors. Any rights not expressly
<br />
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