ROUTEWARE - Laserfiche WebLink

Page 2 of 10 REV. 06/15/2024 “Support” means all items designated as “Support” in the Order. “Taxes” has the meaning set forth in Section 2.3. “Third‐Party Products” means hardware and software sold by Company that is manufactured, developed or made available by other companies and distributed by Company for use in conjunction with the Products, including but not limited to products from Microsoft, Google, and open source or “free” software. “Third‐Party Terms” has the meaning set forth in Section 4. “Updates” are subsequent releases of Software which Company generally makes available to its customers who have purchased a Support Plan. Updates typically include bug fixes, patches, and feature enhancements. Updates typically do not include any new functionality that constitutes a new product (which is so designated at Company’s sole discretion) for which Company charges a separate fee. Updates are provided as and when available (as determined by Company) and may not include all previously available supported features. Company develops Updates in its discretion and has no obligation to develop any specific feature or functionality. 2. GENERAL ORDERING PROCESS AND PAYMENT 2.1 Delivery. Company will use reasonable efforts to meet the delivery dates for Products and Services that are specified in the Order. All Product shipments are delivered F.O.B. to Company’s facility, with title and risk of loss passing at that time. All Products are deemed accepted upon delivery. Delivery delay or default of any installment shall not relieve the Customer of its obligation to pay for Products or Services provided by Company or accept remaining deliveries of Product. 2.2 Payment Terms. Payments are invoiced and paid in accordance with the payment terms described in the Order. 2.3 Taxes and Duties. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, any sales, value added or goods and services tax, or other governmental charges or tariffs imposed or payable in connection with the rights granted to Customer under this Agreement, or in connection with the payment of Fees (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property and employees. 2.4 Price Adjustment. Beginning on the one‐year anniversary of the Effective Date, Company may, upon thirty (30) calendar days’ prior notice to Customer, prospectively increase any Fees. 2.5 Suspension of Services. If any amount owed by Customer under this or any other agreement for Products or Services is thirty (30) days or more overdue, Company may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. 3. SOFTWARE LICENSES; SUPPORT 3.1 License. Subject to the provisions of the Agreement (including any geographical or location restrictions set forth in the Order), subject to the Customer’s payment of the Fees described in the Order, Company grants a limited, personal, non‐transferrable, non‐sublicensable, non‐exclusive license during the License Period (which can be for a period certain or perpetual) to Customer: (a) To operate the Software, if any, Data Sets, if any, and Products, and use the Services for Customer’s internal purposes as set forth and subject to the limitations in the Order, in accordance with the Documentation. (b) To operate the Software, if any, on up to the number of trucks or users authorized on the Order, in accordance with the Documentation. Under no circumstances may Customer load Software on hardware (including computers and peripherals) that is not sold or certified and approved by Company. Docusign Envelope ID: CA8705DF-3575-4273-B3E5-0EF60EBEB3C1