Tai License Agreement Terms and Conditions

SOFTWARE DEFINITIONS

The term “Authorized Users” shall mean the maximum number of individuals actively accessing the Logistics Expert System at any given point in time and who is authorized to use the Software.

The term “Software” or “LES” means collectively any electronic copy of  or hosted access to the Logistics Expert System, including any third party software or code provided by a third party, which is included in or with the software provided by Teknowlogi.

The term “Documentation” means all associated electronic/hard-copy documentation related to the Software.

The term “Intellectual Property” means the Logistics Expert System, Software and its works, including Literary works, pictorial, graphic and sculptural works, architectural works, works of visual art, and any other work that may be the subject matter of copyright protection; any word, symbol, configuration or any combination thereof used to identify or distinguish goods and/or services or any other identifiers of goods and/or services that may be subject matter of trademark protection, including all applications and registrations therefore and associated goodwill; advertising and marketing concepts; information; data; formulas; designs; models; drawings; computer programs, including all Documentation, related listings, design specifications, and flowcharts; trade secrets; and any inventions, including all know-how, processes, machines, manufactures and compositions of matter and any other invention that may be the subject matter of patent protection; and all statutory protection obtained or obtainable thereon.

The term “Customer” for purposes of the Tai License Agreement when used throughout the Agreement and any and all Appendix, Addenda, Schedules, Amendments or Attachments thereto, the term “Customer” shall include Customer and its affiliated companies, provided that any such affiliate is under common control or influence of Customer. For the purposes of the Tai License Agreement, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity through the majority ownership of voting securities.

The term “Third Party Software” is defined as software that is not included in the Software and is provided to Customer under a separate license agreement with another party; however, such definition does not include third party software provided by Teknowlogi as part of the Software licensed herein.

SOFTWARE LICENSE GRANT

Subject to the terms and conditions of the Tai License Agreement, and Customer’s payment of the monthly Software Fees set forth in Exhibit A accompanying the Agreement (“Software Fee”), Teknowlogi grants Customer a perpetual, nontransferable, non-exclusive license to use the hosted solution Software and the Documentation at the location(s) for the specific uses specified on Exhibit A of the Tai License Agreement.

Authorized Users

The number of Authorized Users for the purpose of the agreement by and between Customer and Teknowlogi will be unlimited number of users for the Private Labeled Customer sites. An Authorized User will be defined by Customer and their Customers. Customer will designate Authorized User admin license rights and will be responsible for notifying Teknowlogi staff if a person leaves the department or company and access needs to be terminated for that specified user.

Restrictions

Except as set forth herein, Customer shall not: (1) use or run the Software, except in strict accordance with the terms and conditions of the Tai License Agreement; (2) copy any part of the Software; (3) distribute, rent, lease, sublicense or publicly display any portion of the Software; (4) modify or prepare derivative works of the Software; (5), or use of the Software in any other way other than for Customer’s own business purposes; or (6) decode, decompile, disassemble or otherwise reverse engineer the Software.

SOFTWARE OWNERSHIP AND RIGHTS

Teknowlogi represents and warrants that it has the right to grant Customer a license for the use of the Software and the Documentation as set forth herein. Customer understands and agrees that its use of the Software may involve or require the utilization of third party software and related software applications (“Third Party Software”); such Third-Party Software shall be licensed directly by Customer. Customer is responsible, at its sole expense, for determining, prior to using the Software, what Third Party Software may be utilized or required by its proposed use of the Software. Further, Customer is responsible for obtaining all necessary licenses and/or permissions from the provider of the Third-Party Software. In addition, Customer understands and agrees that Customer is solely responsible for paying all license fees and charges and/or other costs relating to use of any Third-Party software and that Teknowlogi bears no responsibility for any such fees, charges and/or costs. Customer represents and warrants that Customer owns and/or has properly obtained a valid license or other permission from the provider or Teknowlogi of the Third-Party Software to use any additional software, including without limitation any Third-Party Software that may be used when Customer runs and/or uses the Software.

TITLE TO SOFTWARE

The Software and Documentation are licensed (not sold) to Customer. Teknowlogi, LLC, which licenses the Software to Customer, retains all right, title, and ownership of the Software, along with Documentation and all related Intellectual Property including all subsequent full or partial copies, enhancements, modifications and other derivatives of the Software. Except as set forth herein, Customer shall not sell, transfer, publish, disclose, display or otherwise make available the Software, the Documentation or copies thereof to others. Customer agrees to secure and protect the Software, the Documentation and copies thereof in a manner consistent with the maintenance of Teknowlogi’ rights therein and to take appropriate action, including by instruction or agreement with its employees or consultants who are permitted access to the Software, to satisfy its obligations hereunder. Any copies made by the Customer of the Software and other programs developed hereunder, including translations, compilations, and partial copies with modifications and updated works, are the property of Teknowlogi IT Services. Customer agrees to place proper notice of copyright on all copies of the Software and Documentation as Teknowlogi may request.

CONFIDENTIAL INFORMATION

Teknowlogi and Customer acknowledge that the Tai License Agreement creates a confidential relationship between Customer, Customer’s Customers, and Teknowlogi. That confidential relationship is the basis on which both parties have disclosed and may in the future disclose commercially valuable, proprietary, confidential information pertaining to the Software provided under the Tai License Agreement and potentially some of such information that both parties hold as a trade secret. The Software (including, but not limited to the existence and development status of the Software, the functionality of the Software, the appearance, content and flow of the Software’s screens and user interfaces, the method and pattern of user interaction with the Software, and the content of the Documentation), all related Intellectual Property, and any of the terms of this Software License Agreement, including all exhibits and schedules, constitutes proprietary trade secret information owned solely by Teknowlogi (collectively, “Confidential Information”). Customer shall take all reasonable precautions to prevent inadvertent disclosure of the Software, including all trade secrets and Confidential Information contained therein or associated herewith.

SOFTWARE ELECTRONIC REGULATION OF PERFORMANCE

Customer agrees that in order to prevent use of the Software that is inconsistent with the license use granted under the Tai License Agreement that Teknowlogi may place an automatic restraint in the Logistics Expert System that would prevent the Software from being used after the expiration of the Tai License Agreement. Teknowlogi agrees it will not, via electronic or other means, insert, use, provide or cause any code to be in the Software or Product that could be used by Teknowlogi to intentionally disable or prevent the Logistics Expert System from being used by Customer in order to enforce a dispute; except in circumstances of unpaid invoices exceeding past due amounts in arears of thirty (30) days from the date of invoice.

IT SUPPORT

Teknowlogi will provide on-going standard technical support for the Logistics Expert System. Standard support will be provided during normal business hours as defined on Teknowlogi website. Support issues are prioritized and handled as quickly as possible by the IT Support Team.

Each customer has the option to purchase a monthly premium support plan based on anticipated ongoing support needs. These optional plans will be discussed during the implementation process.

IMPLEMENTATION

Implementation support and project management is determined by the pre-defined implementation tier that was selected by the Customer. The implementation process usually takes 60 days or (sometimes less). An Implementation Plan and the steps and procedures Teknowlogi will follow during the project to implement our LES will be provided when implementation begins. All projects will be completed utilizing both resources from Teknowlogi and the Customer.

All system enhancement requests will be documented during the implementation by the Teknowlogi Project Team, but these requests will not impact or delay the system from moving into production. The Teknowlogi Project Team will schedule weekly status calls to insure both parties are clear on the implementation progress and that timelines are being met or adjusted.

It is the Customer’s responsibility to clearly define all business rules and requirements at the start of the implementation process. This is required regardless of any previous conversations or documents provided by or with the Customer. Tai is provided as an “off the shelf” software system. Any changes or business processes requested by the Customer that cannot be supported by the standard workflow of the LES will require a separate Statement of Work (SOW) defining the details and requirements of the request as described in the SYSTEM CHANGE PROCESS detailed in this document.

The customer is expected to fully participate in the implementation process with the Teknowlogi staff in order to complete the process in a timely manner. Customer implementation delays in providing setup data or availability for conference calls or training, can result in the billing of monthly subscription fees prior to implementation completion.

The customer will be placed into an implementation tier based upon certain setup criteria. For all Tier 1 and 2 implementations, customer data necessary to begin implementation, should be submitted to Teknowlogi no later than five (5) business days from Agreement execution. For all Tier 3 implementations, customer data should be submitted to Teknowlogi no later than ten (10) business days from Agreement execution.

*See attached Implementation Exhibit accompanying the Agreement for further detail.  If the customer moves outside of the scope of their initial tier, they will be moved into the next tier and charged according to that tier’s pricing structure.

SYSTEM CHANGE PROCESS

The Parties agree that any requested change to the Logistics Expert System shall take the form of a System Change Request (SCR).  The SCR is submitted to IT Support. In the event Customer desires to change their Logistics Expert System or the Logistics Expert System of one of their customers, the following procedures will apply:

  1. Customer will deliver a SCR to the Teknowlogi IT Support team.
  2. The SCR will describe the nature of the change, the reason for the change, and the effect the change will have on the Logistics Expert System.
  3. The Parties will review and evaluate the proposed SCR and negotiate in good faith the requested changes and the charges required to implement the SCR. The results of this process will be documented in a Statement of Work (SOW). When the Parties agree to the proposed SOW; the Parties’ authorized representatives will execute the SOW, indicating their acceptance of the changes and the costs associated.

Teknowlogi shall under no condition perform any customer specific Logistics Expert System work without a fully executed SOW. All requests for payment for work performed under a SOW must be accompanied by the executed SOW and with appropriate management approval.

Whenever there is a conflict between the terms and conditions set forth in an executed SOW and those set forth in the original SOW, or previously executed SOW, the terms and conditions of the most recent executed SOW shall control.

GENERAL SOFTWARE PROVISIONS AND LIABILITY

Any bugs related to any Third Party Software suite will be the responsibility of the third party vendor of that product. Teknowlogi will not be responsible for fixing these bugs. Teknowlogi may, however, assist the Customer in reporting these bugs to the appropriate Third-Party vendors.

Limitation of Liability: Teknowlogi shall have no liability under the Tai License Agreement for consequential, exemplary, special, indirect, incidental or punitive damages, including loss of profits, data or use incurred by the Customer or any third party, even if it has been advised of the possibility of such damages. In any event, the liability of Teknowlogi to the Customer for any reason and upon all causes of action or claim with respect to the services hereunder shall be limited to the amount paid to Teknowlogi by the Customer hereunder for such services. These limitations apply to all causes of action or claims in the aggregate. Both parties understand and agree that the limitations and exclusions set forth herein represent the parties’ agreement as to the allocation of risk between the parties.

TERMINATION

Either party may terminate the Tai License Agreement immediately by notice in writing to the other if: (i) a receiver is appointed for either party’s business or assets; (ii) the other party begins bankruptcy proceedings; (iii) if any substantial part of either party’s property becomes subject to any levy, seizure, assignment, application or sale by any creditor or governmental agency and materially affects such party’s ability to perform hereunder; (iv) one party defaults on any of its obligations under the Tai License Agreement and fails to cure such default within thirty (30) days after written notice by the non-breaching party of such breach; or (v) either party breaches the Confidential Information Section herein.

Should Customer terminate the agreement prior to the expiration date, for any reason other than a breach of agreement by Teknowlogi, the remaining monthly subscription fees through the end of the agreement term will be due by Customer immediately.