END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) governs the use of the entity resolution and relationship awareness engine in Object Code format that accompanies this Agreement and that is owned or licensable by Senzing, Inc. (“Licensor”), including any updates that Licensor may choose to provide (collectively, “Software”), with such use being solely by the person or entity (“you” or “your”) that has agreed with the terms of this Agreement.

IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SOFTWARE. YOU HEREBY REPRESENT TO LICENSOR THAT YOU ARE A NATURAL PERSON, YOU ARE OVER EIGHTEEN (18) YEARS OF AGE, THAT YOU MAY LEGALLY ENTER INTO THIS AGREEMENT, AND THAT YOU AGREE WITH ALL THE TERMS OF THIS AGREEMENT.

1. TERM, GRANT OF LICENSE AND SUPPORT SERVICES.

1.1 Term. The term of this Agreement (“Term”) shall commence on the date the Software is delivered and shall remain in effect as provided below, subject to earlier termination as set forth in SECTION 5 (“TERMINATION”).

1.2 Senzing API License. Subject to all other terms of this Agreement, including without limitation your obligation to make timely payment to Licensor, Licensor hereby grants you a perpetual, nonexclusive, non-transferable license (without the right to grant sublicensees) to use the Software (which is solely the “Senzing API” product) as follows:

(i) solely for up to the number of DSRs designated in writing by Licensor; (ii) solely through one (1) set of database tables, which may themselves be installed on more than one (1) server; and (iii) solely for internal productive use or externally-focused products and services, so long as the Software shall be combined with additional material functionality when provided to your customers (i.e., you shall not use the Software to provide data-matching, data quality, data wrangling or “Extract, Transform and Load” (“ETL”) stand-alone products or services). You understand and agree that this license does not include any right to distribute the Software, and that in all cases Software must be installed and used solely on hardware owned or controlled by you. You understand and agree that this license has DSR limiters, but shall be subject to at least a ten percent (10%) “buffer” providing a margin over the permitted volume of DSRs. You may copy, install, and use the Software at no additional charge for the following purposes:  for testing, developing, training, archiving, back-up, and for maintaining and performing disaster recovery testing and actual disaster recovery operation (including, loading of the Software on a hot back-up or disaster recovery site), regardless of the environment utilized. Such uses shall not independently exceed the license limitations.

1.3 License Rights and Restrictions.

A. This license grants free of charge a one million (1,000,000) DSR production license for one repository only and solely through the IBM Open Shift or IBM Cloud Private platforms. If you wish to use the Software for uses on other platforms, for additional repositories or beyond one million (1,000,000) DSRs, you must first purchase an appropriate license from Licensor.

B. The license granted in this SECTION 1 (“TERM, GRANT OF LICENSE AND SUPPORT SERVICES”) is subject to the following: (a) you shall not allow any third party to access, use or copy the Software; (b) you shall not adapt, alter, modify, translate or create derivative works of the Software or documentation, or create any unauthorized copies thereof; (c) you shall not cause or permit use of the Software for unlawful purposes which would constitute a felony or crime or violate fundamental human rights guaranteed under the United Nations Universal Declaration of Human Rights; (d) you shall not cause or permit reverse assembling, reverse compiling, translating or otherwise attempting to discover the Source Code from all or any portion of the Software, except as permitted by the national or regional law of the places where you do business (without the opportunity for contractual waiver), and then only with respect to the particular copy of Object Code incorporated into that Software; (e) you shall not copy any ideas, features, functions or graphics of the Software; (f) you shall not delete, remove or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Software or documentation; (g) you shall not assign, sublicense, distribute, lease, rent or otherwise transfer the Software in a manner inconsistent with the rights and restrictions set forth herein; and (h) third-party software component limitations described in Subsection 1.8 (“Third-Party Software Component Limitations”).

1.4 Delivery. Licensor shall deliver the Software to you via download. Software is deemed accepted by you upon delivery, but subject to the warranty provisions of this Agreement.

1.5 Audits. Unless you have entered into license terms permitting unlimited DSRs, then upon reasonable notice from Licensor during the Term and for six (6) months thereafter, you agree to permit Licensor or its representatives to audit and obtain copies of your written and electronic records regarding your use of the Software. Any such audit will take place only during normal business hours. In conducting such audit, Licensor and its representatives shall comply with your commercially reasonable internal security measures. Where legal requirements do not allow such audit by Licensor or its representatives, however, you hereby agree to conduct such audit yourself in the form of a self-assessment under Licensor’s direction (and to provide Licensor the foregoing copies). Any such audits shall not be conducted more than on a quarterly basis. Where any such audit reveals any underpayment to Licensor, you shall pay such underpaid amount upon notice from Licensor.

1.6 Functionality. With respect to any use of the Software, you agree to independently confirm that the Software is suitable for use in your business and for your business purposes. You acquire no rights or licenses in the Software except those expressly granted herein. You hereby acknowledge that the Software is the confidential information of Licensor.

1.7 Third-Party Software Sublicenses. The Software licensed to you may contain material provided by a third party (“Sublicensed Software” provided to Licensor by a “Provider of Sublicensed Software”). Accordingly, the parties agree that: (a) Software is licensed, not sold, and except for the license granted hereinabove, neither the Provider of Sublicensed Software nor Licensor passes any right, title or interest in or to the Sublicensed Software to you; (b) any warranties provided under this Agreement are provided solely by Licensor and not by any Provider of Sublicensed Software; (c) the obligations described in SECTION 3 (“INDEMNITY”) and SECTION 4 (“LIMITED WARRANTY AND DISCLAIMER”) shall not apply to the Providers of Sublicensed Software; (d) the protections and limitations described in SECTION 4 (“LIMITED WARRANTY AND DISCLAIMER”) and SECTION 6 (“LIMITATION OF LIABILITY”) apply to Providers of Sublicensed Software to the same extent such provisions apply to Licensor; and (e) each Provider of Sublicensed Software is an intended third-party beneficiary of the Agreement and any rights of indemnification.

1.8 Third-Party Software Component Limitations. Components of third-party software as described in EXHIBIT A (“THIRD-PARTY SOFTWARE COMPONENTS”) may not be: (a) used for any purpose other than to enable any application you create; (b) copied (except for backup purposes); (c) further distributed or transferred; or (d) reverse assembled, reverse compiled, or otherwise translated except as specifically permitted by law and without the possibility of contractual waiver.

1.9 Support Services.

A. Subject to all other terms of this Agreement, including without limitation your obligation to make timely payment to Licensor, Licensor shall provide to you the maintenance and support service (“Support Services”) described in EXHIBIT B (“SUPPORT SERVICES”). Licensor shall have no other obligation to provide any maintenance or support other than as Support Services set forth in such EXHIBIT B (“SUPPORT SERVICES”).

B. The parties understand and agree that Licensor may provide maintenance for certain OSS Programs under this Agreement, but that such OSS Programs are subject to license agreements between you and the licensors of such OSS Programs, and are not otherwise subject to the terms of this Agreement.

2. RESTRICTIONS ON BENCHMARKS. You may not use the Software without Licensor’s prior written consent for publishing performance information or comparisons, except to the extent that such activity is specifically permitted by law.

3. INDEMNITY.

3.1 Description and Limitations.

A. Licensor shall defend, indemnify, and hold you harmless from and against any claims, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of any action by a third party that is based upon a claim that the Software as provided by Licensor directly infringes or otherwise directly violates the intellectual property rights of any person or entity.

B. If your use of the Software is held to constitute direct infringement and is enjoined by a court of competent jurisdiction, Licensor may at its option and expense: (i) procure for you the right to continue using the Software; or (ii) replace or modify the same with Software that is non-infringing and provides equivalent functionality acceptable to you.

C. Licensor’s obligation to indemnify you under this SECTION 3 (“INDEMNITY”) shall not apply if the alleged infringement is based upon your unauthorized modification of the Software or the use of the Software in combination with other software or devices, where such combination caused the infringement and where such infringement would not have occurred from your use of the Software alone.

3.2 Limitation. The foregoing states Licensor’s sole liability and your sole remedy for any claim of intellectual property infringement, misappropriation or similar claims.

4. LIMITED WARRANTY AND DISCLAIMER.

4.1 Open Source Warranty. Licensor hereby warrants to you that the Software, as delivered by Licensor, does not contain any software licensed under an agreement that requires you to do any of the following as a condition of use of the Software itself or of other software incorporated into, derived from or distributed with the Software (each an “OSS Program”): (a) make available any Source Code, Object Code or design information regarding an OSS Program; (b) grant any permission to create modifications to or derivative works of an OSS Program; or (c) grant any royalty-free licenses under your intellectual property rights in and to an OSS Program. Licensor further represents and warrants that it will not, via an update or otherwise, incorporate any OSS Program into any version of the Software in a manner that is inconsistent with the terms of this Agreement.

4.2 Performance Warranty. Licensor hereby warrants to you that the Software will conform in ordinary use to Licensor’s published specifications. In the event of a breach of the foregoing warranty, Licensor shall correct any corresponding defect in the Software and provide corrected Software to you promptly. If Licensor is unable to do so, you may terminate your license, and cease all use of the Software, and in such case Licensor shall refund to you upon your request any prepaid and unused fees under your corresponding license for such Software, prorated on a per-year basis over five (5) years from delivery of the Software. The foregoing states Licensor’s sole liability and your sole remedy for breach of this performance warranty or any defects in the Software.

4.3 Right to Grant License. Licensor hereby warrants to you that it has the right to grant the license under this Agreement.

4.4 Disclaimer. OTHER THAN AS STATED IN THIS SECTION 4 (“LIMITED WARRANTY AND DISCLAIMER”) AND AS OTHERWISE PROVIDED BY LAW, THE SOFTWARE AND ALL OTHER ITEMS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT ARE EXPRESSLY EXCLUDED. YOU SHALL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO ENSURE, THAT NEITHER YOU NOR ANY OF YOUR SUBSIDIARIES, AGENTS OR EMPLOYEES SHALL MAKE OR PASS ON, ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION ON BEHALF OF LICENSOR OR ANY PROVIDER OF SUBLICENSED SOFTWARE.

5. TERMINATION.

5.1 Termination for Material Breach. Licensor may terminate this Agreement immediately upon written notice for your material breach, which material breach has remained uncured for a period of ten (10) days from the date of delivery of written notice thereof to you.

5.2 Effect. In the event of any expiration or termination of this Agreement as hereinabove provided, all corresponding licenses granted by Licensor hereunder shall immediately terminate, and you shall immediately return to Licensor all material belonging to Licensor, and you shall promptly certify to Licensor in writing that you have done so.

6. LIMITATION OF LIABILITY.

6.1 Statement. OTHER THAN AS TO THE DAMAGES ARISING UNDER THE INDEMNITY OBLIGATION HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING DIRECT AND INDIRECT LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, OR STRICT PRODUCT LIABILITY) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES UNDERSTAND AND AGREE THAT LICENSOR’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO LICENSOR IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH OBLIGATION. SUBJECT TO THE FOREGOING, OTHER THAN FOR ANY EXCEEDING OF THE SCOPE OF THE LICENSE GRANTED HEREIN OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1,000).

6.2 False Positives and False Negatives. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR RESULTS OF THE USE OF THE SOFTWARE THAT PRODUCE, IN WHOLE OR IN PART, A: (i) FALSE INDICATION OF A POSITIVE RESULT, WHERE A NEGATIVE RESULT IS ACTUALLY CORRECT; OR (ii) FALSE INDICATION OF A NEGATIVE RESULT, WHERE A POSITIVE RESULT IS ACTUALLY CORRECT.

7. TAXES.

In addition to any other payments due under this Agreement, you agree to pay, and to indemnify and hold Licensor harmless from, any sales, use, excise, import or export, value added, or similar tax or duty not based on Licensor’s net income.

8. NO PUBLICITY.

Each party agrees that it shall not disclose the existence or terms of this Agreement, or the nature of the business relationship between the parties, other than as required by law, without the prior, written permission of the other party.

9. SURVIVAL.

In the event of any expiration or termination of this Agreement, the provisions of Subsection 1.7 (“Third-Party Sub-licenses”), Subsection 3.2 (“Limitation”), Subsection 4.4 (“Disclaimer”), Subsection 5.2 (“Effect”), SECTION 6 (“LIMITATION OF LIABILITY’), SECTION 7 (“TAXES”), SECTION 8 (“NO PUBLICITY”), SECTION 9 (“SURVIVAL”), SECTION 10 (“GENERAL”) and SECTION 11 (“DEFINITIONS”) shall survive and shall continue to bind the parties.

10. GENERAL.

10.1 Law and Jurisdiction. This Agreement shall be governed in all respects by the laws of the United States of America and the State of Delaware without regard to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

10.2 Attorneys’ Fees. In the event any proceeding or lawsuit is brought by Licensor or you in connection with this Agreement, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal as permitted by applicable law.

10.3 Notices. All notices permitted or required under this Agreement shall be emailed with return receipt requested.

10.4 No Agency. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties.

10.5 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.

10.6 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

10.7 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

10.8 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

10.9 Assignment. Either party may, upon notice, assign this Agreement in whole in the course of any merger, acquisition, sale of equity or assets or similar transaction.

10.10 Third-Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and where applicable, their successors and permitted assigns) pursuant to the U.K. Contracts (Rights of Third Parties) Act 1999.

10.11 Entire Agreement. This Agreement completely and exclusively states the agreement of the parties regarding its subject matter. This Agreement supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed on behalf of Licensor and you by their duly authorized representatives. Any purported oral modification of this Agreement shall have no effect.

11. DEFINITIONS.

• “DSRs” shall mean data source records (i.e., the number of records in a customer database each with a distinct customer number).

• “Object Code” shall mean computer software compiled in binary machine-readable form and those associated human readable files that are customarily distributed with executable files, such as user configurable Source Code (e.g., C++ headers, shell scripts), user documentation, notices, and other end-user materials. Object Code does not include the form of computer software that is used by programmers to create or edit software.

• “OSS Program” shall have the meaning assigned to it in Subsection 4.1 (“Open Source Warranty”).

• “Providers of Sub-licensed Software” shall have the meaning assigned to it in Subsection 1.7 (“Third-Party Software Sub-licenses”).

• “Software” shall have the meaning assigned to it in the first paragraph of this Agreement.

• “Source Code” shall mean a collection of computer programming statements or declarations written in a human-readable form that does not include software that is in Object Code form.

• “Sub-licensed Software” shall have the meaning assigned to it in Subsection 1.7 (“Third-Party Software Sub-licenses”).

• “Support Services” shall have the meaning assigned to it in Subsection 1.9 (“Support Services”).

• “Term” shall have the meaning assigned to it in SECTION 1 (“TERM, GRANT OF LICENSE AND SUPPORT SERVICES”).

Please direct any questions or comments about the Software to: Senzing, Inc. at [email protected].
SENZING is a registered trademark of Senzing, Inc. and may not be used without prior written permission.

Last updated: February  2020

 

EXHIBIT A
THIRD-PARTY SOFTWARE COMPONENTS

Components of third-party software for purposes of Subsection 1.8 (“Third-Party Software Component Limitations”) consist of the following program and supporting programs:

1. Program:

IBM Data Server Runtime Client

2. Supporting Programs:

IBM Data Server Driver for JDBC and SQLJ

IBM Data Server Drivers for ODBC and CLI

IBM Global Security Toolkit

 

EXHIBIT B
SUPPORT SERVICES

THESE SUPPORT SERVICE TERMS describe the maintenance and support services, as may be amended from time-to-time, that Licensor provides to Licensee (“Support Services”).

You shall pay for Support Services on a calendar monthly basis, without any lapses. If you fail to pay for Support Services as required, Licensor may suspend provision of Support Services, may charge you an additional fee for re-instating Support Services, and may treat such failure as a material breach of this Agreement. Licensor will provide Support Services solely for certain Licensor OSS Programs (which shall be identified by Licensor from time to time) for uses of Software through the IBM Open Shift and IBM Cloud Private platforms.

1.0 Definitions. Capitalized terms used and not otherwise defined herein shall have the following meanings:

1.1 “Trouble Ticket” means a completed form describing suspected code or documentation Errors that potentially need correction.

1.2 “Closing Codes” refers to a set of codes used to denote the final resolution of a Trouble Ticket; currently including:

• Fixed, tested and released as hot fix
• Minor issue, consider for future update
• Logged as an enhancement request
• Invalid, works as expected

1.3 “Error Corrections” means revisions that correct Errors in the Licensor Software.

1.4 “Response Times” means the objectives that Licensor must achieve for resolution of Errors and distribution of the Error Correction to Licensee.

• “Severity Level 1: Critical Production System Down” requires maximum effort support until an emergency fix or bypass is developed and available for shipment to Licensee. Critical production system down situations may require Licensee and Licensor personnel to be at their respective work locations or available on an around-the-clock basis. The objective will be to provide a work around to the Licensee within twenty-four (24) hours and provide a final solution or fix within four (4) days;

• “Severity Level 1: Regular” requires maximum effort support until an emergency fix or bypass is developed and available for shipment to Licensee. The Licensor will strive to provide a work around to the Licensee within one (1) business day and provide a final solution or fix within four (4) business days; Severity 1 issues, that are not production system down, will be addressed during normal United States West Coast hours (i.e., Pacific Standard Time);

• “Severity Level 2” must be resolved within fourteen (14) calendar days;

• “Severity Level 3” should be resolved within twenty-one (21) calendar days; and

• “Severity Level 4” should be resolved within twenty-eight (28) calendar days.

The Response Times include building, testing, certifying successful tests of Error Corrections, packaging for, and shipment to, Licensee any applicable Error Corrections.

The calendar days begin when Licensor receives the Trouble Ticket and supporting documentation and end when the Error Correction or other resolution is shipped to Licensee. Licensee will consider exceptions from these objectives when warranted by technical or business considerations.

1.5 “Severity Levels” means designations assigned by Licensee to Errors to indicate the seriousness of the Error based on the impact that the Error has on the Licensee’s operation:

Severity Level 1 is a critical Error. The Licensee cannot use the Licensor Software or there is a critical impact on the Licensee’s operations which requires an immediate solution;

Severity Level 2 is a major Error. The Licensee can use the Licensor Software, but an important function is not available or the Licensee’s operations are significantly impacted;

Severity Level 3 is a minor Error. The Licensee can use the Licensor Software with some functional restrictions, and it does not have a severe, critical or significant impact on the Licensee’s operations; and

Severity Level 4 is a minor Error that is not significant to the Licensee’s operations. The Licensee may be able to circumvent the Error.

1.6 “Service Level” refers to the tier of service provided when a user identifies an Error.

Service Level 1 is the service provided in response to the Licensee’s initial phone call which provides entitlement and appropriate call routing.

Service Level 2 is the service provided to reproduce and attempt to correct the Error or to determine that the Error cannot be reproduced.

Service Level 3 is the service provided to isolate the Error at the Source Code level. The Licensor distributes to Licensee the Error Correction or circumvention or gives notice if no Error Correction or circumvention is found.

2.0 Knowledge Center Resources

2.1 Licensor will provide a Knowledge Center portal where Licensees can search/discover a wide range of materials (e.g., training guides, FAQ’s and technical notes), leverage community learning, and collaborate with fellow Licensees and Licensor technical staff.

3.0 Support Services and Support Responsibilities

3.1 Licensee will perform the following support responsibilities, as described below. Licensee will:

1. obtain a description of the Error, and help determine its severity;
2. analyze Error symptoms and gather additional data as required;
3. recreate the Error on a test system;
4. determine if the Error is due to improper installation;
5. determine if the suspected Error is due to prerequisite or operationally related equipment or software, providing available information, if any, to address the Error;
6. if no resolution and the Error appears to be a newly discovered Error in code or documentation, create or as appropriate update a Trouble Ticket record;
7. attempt a bypass or circumvention for high impact Errors, i.e., Severity 1 and Severity 2;
8. document what is known and pass this information to Licensor

3.2 Licensor will:

1. receive the Trouble Ticket and supporting documentation and materials;
2. analyze the Error symptoms and diagnose the suspected Error;
3. notify Licensee if additional information, materials or documentation are required;
4. attempt to recreate the Error, if necessary or appropriate;
5. assist Licensee in attempting to develop a bypass or circumvention for high impact Errors, i.e., Severity 1 and Severity 2;
6. determine if Error Corrections are required or appropriate for the Licensor Software;
7. if Error Corrections are required or appropriate for the Licensor Software, provide Error Corrections to Licensee;
8. provide Closing Codes on all Trouble Tickets, including text describing the resolution of the Error. In the event an Error was found, provide the rationale for the closing of the Trouble Ticket;
9. provide resolution to Trouble Tickets within the defined Response Time assigned to the Severity Level;
10. will ensure Error Corrections are included in future releases of the Licensor Software;
11. receive technical questions and create, supporting documentation and materials such as technical notes, flashes and whitepapers which will be posted in the Knowledge Center;
12. analyze the technical questions and provide answers;
13. provide technical support to Licensee on the Licensor Software as provided above;
14. provide assistance in answering questions that may arise concerning the operation and use of the Licensor Software that cannot be resolved by Licensee; and
15. Resolve Errors and other problems.

3.3 As corrected versions become available, Licensor will provide to the Licensee a corrected version of the Licensor Software that includes all Error Corrections.

3.4 Licensor will maintain procedures to ensure that new Error Corrections are compatible with previous Error Corrections.

3.5 Licensor to provide packaging of Error Corrections and, if applicable, migration Code (e.g., a script to update a schema).

3.6 Licensor to provide support for usage and known defects for outdated releases of Licensor Software given the outdated version is no more than two (2) years old.

3.7 Licensor will promptly notify Licensee when Licensor determines that the cause of an Error resides within the Licensee infrastructure and not the Licensor Software, and in such event, will provide Licensee with available details to support such determination.

4.0 General

4.1 Licensor will provide to Licensee procedures to follow when high priority Errors are encountered within or outside of normal working hours that require immediate assistance or increased attention.

4.2 Licensor will provide to Licensee, on request, information regarding the status of Trouble Tickets.

4.3 Use the telephones for communications and materials exchanged using facsimile, courier services or e-mail, will be at each party’s own expense.

4.4 In the event Licensor cannot be provided remote access to solve a critical situation, thus requiring Licensor to travel on-site, Licensee will pay in advance or promptly reimburse all direct third party out of pocket travel and living expenses.