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HomeMy WebLinkAboutNovotx software license agreement 02.15.21 n'A�m UIV NOVOTX LLC SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") is made as of February 15, 20 z, _ (the "Effective Date"), by and between NOVOTX LLC, a Utah limited liability company with offices at 1436 Legend Hills Drive, Suite 335, Clearfield Utah 84015 ("Novotx")and the party identified below("Licensee"). Licensee: City of Waterloo, Iowa Contact name: Address: Contact title: Contact email Contact phone: Licensee desires to obtain a license to certain proprietary software of Novotx. Novotx is willing to license such software to Licensee and provide certain software maintenance and support services in relation to such software, to the extent set forth in this Agreement and subject to the terms and conditions hereof. 1. BACKGROUND (h) "Sales Order" means the Novotx order form or 1.1 Definitions. As used in the Agreement or in any similar document that references or is attached to this Agreement, as executed by Licensee and Novotx, and that Exhibit hereto: identifies the software being licensed hereunder. (a) "Confidential Information" means all trade (i) "Online Services" means any web, software, or secrets and all non-public business and financial data services or components, such as third-party information, computer software and documentation, geographic information services (GIS) or utility billing machine and operator instructions, business methods, services, that supply information to, perform tasks for, or procedures, know-how, and other information that relates otherwise interact with the Licensed Software via the to the business or technology of either party. internet. (b) "Documentation" means the Novotx user 1.2 Applicability of Certain Terms. As more guides, manuals and associated documentation provided specifically indicated herein, certain terms and conditions to Licensee with or for the Licensed Software. of this Agreement apply only if the license to the Licensed (c) "License Limits" means the permitted number Software is of a certain type or duration. The applicability of users of the Licensed Software, the organizational of those terms and conditions will be determined by the unit(s) permitted to use the Licensed Software, the License Type or License Term indicated in the Sales maximum organization size, and/or other applicable Order. Any terms or conditions of a Sales Order or other limitations or conditions associated with the pricing of document submitted by Licensee that are in addition to or Licensee's license, as specified in the Sales Order. inconsistent with the terms of this Agreement will not be binding on Novotx unless Novotx expressly agrees to the (d) "License Term" means the duration of the applicability of such terms in writing signed by an software license being procured by Licensee under this authorized officer of Novotx. Agreement, as specified in the Sales Order and as may be renewed and/or terminated in accordance with this 1.3 Acceptance of Terms. Licensee will be deemed Agreement. to have accepted this Agreement either by signing this (e) "License Type" means the type of license (such document or by submitting the Sales Order. as a production license, evaluation license, or 2. LICENSE GRANT AND SCOPE development and/or demonstration license) being 2.1 Grant. Subject to the terms and conditions of this procured by Licensee under this Agreement, as specified Agreement, Novotx grants to Licensee a non-exclusive, in the Sales Order. If the License Type is not specified in non-transferable license, during the License Term and the Sales Order, it will be presumed to be a production within the License Limits,to: license or, if no license fees are being charged, a non- production evaluation license. (a) install and use the Licensed Software, in executable form only, solely to the extent and for the (f) "Licensed Software" means Novotx's computer software program(s) for which Licensee is procuring a purpose(s) described in Section 2.2 for the given License Type; license pursuant to the Sales Order, and any modules, add-ons, interfaces, modified versions, updates or (b) configure the Licensed Software, using the enhancements to such programs that Novotx may provide macro or scripting languages, published application to Licensee pursuant to Maintenance and Support or programming interfaces (APIs), and/or other mechanisms pursuant to the Sales Order or a separate, applicable provided or specified by Novotx for that purpose, services agreement (if any) between Licensee and consistent with all applicable configuration instructions and Novotx. other guidelines set forth in the Documentation; and (g) "Maintenance and Support" has the meaning given in Section 4.2. (c) reproduce the Licensed Software solely as (f) Other License Types. If the License Type is of necessary to facilitate its installation, configuration, and a kind not described above, the Licensed Software may be use as authorized above. installed and used only to the extent and for the 2.2 Scope of Use. Unless otherwise expressly purpose(s)expressly described in the Sales Order. agreed in the Sales Order, the Licensed Software may be 2.3 Use by Representatives. The license rights installed only on servers owned or controlled by Licensee, granted above will extend to Licensee's employees, configured and used only for Licensee's internal business agents, consultants, and independent contractors, but or organizational purposes, and accessed only on solely to the extent they are acting on Licensee's behalf compatible devices via the web-based or other interface(s) and otherwise comply with the terms and conditions of this enabled and documented by Novotx. The scope of Agreement. Licensee will be responsible for all of such Licensee's permitted installation and use of the Licensed persons' acts and omissions in relation to the Licensed Software is further limited based on the License Type, as Software as if they were Licensee's own acts and follows. omissions. (a) Production License. If the License Type is a 2.4 License Limits. Licensee acknowledges that the production license, the Licensed Software may be pricing of the license granted under this Agreement is installed and used only: (i) on one server for production based in part on the License Limits set forth in the Sales use; (ii) on one server solely for non-production staging Order. and testing purposes; and (iii) on one server solely for backup or emergency fail-over purposes (to be used only (a) User Limits. Any stated limit on the number of users indicates the maximum number of individuals who if and when the primary production server is unavailable). may at any time possess login credentials to access or (b) Non-Production Licenses Generally. If the use the Licensed Software under Licensee's license. License Type is not a production license, the Licensed Multiple individuals may not share the same login Software may not be installed or used in a production credentials. environment, but may be installed and used only: (i) on one server solely for the kind(s) of use that are associated (b) Organizational Units. If the Sales Order with the specific non-production License Type, as set forth indicates that the license is for use by or for any particular organizational unit(s) below; and (ii) on one server solely for backup or (for example, a department or emergency fail-over purposes (to be used only if and when division within Licensee's organization), then the license the primary server is unavailable). granted hereunder extends only to use by or for (as the case may be)such organizational unit(s). (c) Beta or Evaluation. A beta and/or evaluation License Type allows Licensee to test and evaluate the (c) Organization Size. Any stated limit on the size Licensed Software in a non-production environment in of Licensee's organization or applicable organizational unit order to: (i) identify issues in the Licensed Software and shall, unless otherwise provided in the Sales Order, refer provide feedback to Novotx; and/or (ii) assess whether to of the total number of individuals employed by or procure a production license from Novotx. otherwise regularly working within that organization or organizational unit. (d) Development. A development License Type allows Licensee to use the Licensed Software in a non- (d) Increasing License Limits. If any change (such production environment directly in support of Licensee's as any increase in the number of users or growth of development and testing of its own software applications Licensee's organization) would cause the License Limits to be exceeded, then in order to continue using the or services that interface or interoperate with the Licensed Software. For clarity, a development License Type does Licensed Software, Licensee must increase the License not include or imply any rights to reverse engineer or Limits commensurate with those changes, by executing a create derivative works of the Licensed Software. new or revised Sales Order with Novotx and paying the corresponding additional fees that are then in effect. (e) Demonstration. A demonstration License Type allows Licensee to use the Licensed Software in a non- 2.5 Restrictions. Licensee acknowledges that the production environment to demonstrate the Licensed Licensed Software and its structure, organization, and Software and, if combined with a development License source code constitute valuable trade secrets of Novotx Type, to demonstrate Licensee's own software and its licensors. Except as expressly permitted by this applications or services that interface or interoperate with Agreement, Licensee agrees that Licensee shall not, and the Licensed Software, in each case for the purpose of shall not permit any third party that acquires access directly or indirectly encouraging third parties to license through its relationship with Licensee, to: (i) modify, adapt, the Licensed Software from Novotx or its authorized alter, translate, or create derivative works of the Licensed channel partners. For clarity, a demonstration License Software; (ii) sublicense, distribute, sell, use for service Type does not include or imply any license rights under bureau use, lease, rent, loan, or otherwise transfer the T Type 's trademarks, or any rights to sublicense or Licensed Software to any third party; (iii) reverse engineer, distribute the Licensed Software. Licensee will make no decompile, disassemble, or otherwise attempt to derive representations, warranties, or other statements regarding the source code for the Licensed Software (except to the the Licensed Software that are inconsistent with Novotx's extent, if any, that applicable law prohibits restrictions on published literature or that state or imply any endorsement such activities); (iv) remove, alter, cover or obfuscate any by Novotx or any authority to speak or act on Novotx's copyright notices or other proprietary rights notices behalf. included in the Licensed Software; or (v) otherwise install, 2 configure, reproduce, or use the Licensed Software except Novotx will provide Licensee with application maintenance as expressly permitted under Section 2.1. and technical support services for the Licensed Software 2.6 Reservation of Rights. As between the parties, ("Maintenance and Support") as described in the the Licensed Software, and all worldwide intellectual attached Exhibit A, subject to Licensee's payment of all property rights therein, are the exclusive property of applicable fees as provided therein. Novotx and its licensors. All rights in and to the Licensed 5. FEES AND PAYMENT Software not expressly granted to Licensee in this Agreement are reserved by Novotx and its licensors. 5.1 Fees. Licensee will pay the license, Maintenance and Support, and other fees specified in the original Sales Novotx shall have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, Order and any revised or subsequent Sales Orders recommendations or other information provided by executed by both parties. Licensee or any other party relating to the Licensed 5.2 Payments. The fees will be payable in Software, except to the extent, if any, that it contains accordance with the payment schedule, if any, specified in Confidential Information of Licensee that is not specifically the applicable Sales Order. If not otherwise specified in related to the Licensed Software, as acknowledged by the Sales Order: (i) license fees are due and payable in Novotx in writing. advance at the beginning of the License Term and, if 3. DELIVERY AND ACCEPTANCE applicable, each renewal period; and (ii) Maintenance and Support fees, if applicable, are due and payable in 3.1 Delivery. Novotx will deliver the Licensed advance at the beginning of the relevant Maintenance and Software to Licensee by making it available for download Support period, as more fully set forth in the attached by Licensee, or by installing it via remote access to Exhibit A. All payments must be made in U.S. dollars. Licensee's designated server(s), as specified in the Sales Any amounts not paid within thirty (30) days of the invoice Order or otherwise mutually agreed by the parties. date will accrue interest at the lesser of one and one-half Licensee agrees to provide Novotx will all cooperation percent (1.5%) per month or the maximum rate permitted reasonably necessary to enable such delivery, and by applicable law, from the due date until paid. Licensee acknowledges that installation or other implementation shall reimburse Novotx for all its costs and expenses, services by Novotx may be subject to additional fees, as including reasonable fees of its legal counsel, reasonably specified in the Sales Order or a separate services incurred by Novotx in collecting any amounts past due agreement between the parties. from Licensee that are not subject to good faith dispute. 3.2 Additional Materials. The Licensed Software 5.3 Price Changes. Novotx's prices are subject to may be accompanied by, or Novotx may separately make change, except as otherwise agreed in the Sales Order. available to Licensee, Documentation, additional software, Any periodic license or Maintenance and Support software developer kits, APIs, scripts, templates, and/or renewals, and any increase in License Limits, will be other materials that relate to the Licensed Software charged at the fees then in effect. By permitting the (collectively, "Additional Materials"). The Additional License Term or Maintenance and Support term to renew Materials may be furnished under separate licensing terms after being informed of any price change, Licensee agrees (including open-source license terms, where applicable), to pay the updated fees upon such renewal. and you agree to read and comply with any such terms as they apply to the Additional Materials. Except as otherwise 5.4 Taxes. Fees exclude, and Licensee will bear, all applicable sales, use, and other taxes and all applicable provided in any such licensing terms (as applicable), or in the absence of such terms, you may use the Additional export and import fees, customs duties and similar Materials only in support of your authorized installation, charges. When applicable, Novotx may include any taxes that it is required to collect as a separate line item on an configuration, and use of the Licensed Software, and such Additional Materials will be subject to the same restrictions invoice. and reservations of rights that apply to the Licensed 5.5 Audit Rights. On Novotx's request, no more Software as set forth in this Agreement. frequently than annually, Licensee shall furnish to Novotx 3.3 Acceptance. The Licensed Software will be an executed certification: (i) verifying that the Licensed deemed accepted upon delivery as set forth above, except Software is being used pursuant to the terms of this to the extent otherwise expressly agreed in the Sales Agreement; (ii) verifying the number of users or metrics Order. In any event, the Licensed Software will be deemed relevant to the applicable License Limits; and (iii) listing accepted no later than Licensee's deployment or use the site(s) where the Licensed Software is installed. thereof in a production environment. Licensee agrees to grant Novotx reasonable access to Licensee's relevant site(s), systems and personnel upon 4. TRAINING; MAINTENANCE AND SUPPORT two (2) weeks prior written notice during normal business 4.1 Training Services. Novotx will provide the hours to audit the use of the Licensed Software for the training services defined in the applicable Sales Order, if purpose of verifying compliance with this Agreement. any, in exchange for the fees specified therein. Licensee 6. WARRANTY AND DISCLAIMERS will be invoiced separately for any travel related expenses 6.1 Performance Warranty. If the License Type is a incurred by Novotx employees in connection with any such training services. production license, for a period of ninety (90) days after the Licensed Software is first accepted under Section 3.3 4.2 Maintenance and Support. If the License Type (the "Warranty Period"), Novotx warrants that the is a production license or other form of paid license, Licensed Software, when used as permitted by Novotx 3 and in accordance with the Documentation, will operate manner and application(s) in which it chooses to use or substantially as described in the Documentation. Novotx rely upon the Licensed Software. Licensee is responsible does not warrant that the functions provided by the for confirming the accuracy, sufficiency, timeliness, and Licensed Software will meet all of the requirements of the suitability of any output of the Licensed Software before Licensee or that the Licensee's use of the Licensed acting or relying upon the same in any way that could Software will be error-free or uninterrupted. If the cause property damage, personal injury, economic loss, or foregoing warranty is breached, Novotx will, at its expense other harm. Licensee shall not use the Licensed Software and for a cure period of sixty (60) days after written notice in applications or environments requiring fault-tolerant or of the breach, use commercially reasonable efforts to fail-safe performance. correct any material, reproducible error in the Licensed Software reported to Novotx by Licensee in writing during (b) Professional Advice. Given the complex and changing nature of laws, rules and regulations, the the Warranty Period. If Novotx is unable to remedy the breach this warranty within the sixty (60) day cure Licensed Software and Maintenance and Support may not period, Licensee shall have the right to terminate this reflect, and cannot ensure licensee's compliance with, all license upon the end of such cure period for a refund of applicable legal requirements. Novotx is not rendering Licensee's prepaid license fees. The foregoing sets forth accounting, tax, legal, or other professional advice. The Novotx's sole obligation and Licensee's exclusive remedy software and services furnished by Novotx, and the for any breach of warranty. Any error corrections, updates, information obtained through use of the Licensed Software, should not be used as a substitute for or the like provided to Licensee will not extend the Warranty Period. The limited warranty granted under this consultation with professional accounting, tax, legal or Section does not extend to: (i) changes or errors in the other competent advisers. operating system or hardware on which the Licensed (c) Input and Configuration. Licensee is solely Software operates; (ii) problems caused by the improper responsible for any data input into the Licensed Software, installation or use of, or any alterations to, the Licensed for providing all necessary internet connectivity and other Software by Licensee or any third party receiving access infrastructure or system resources necessary for proper to the License Software through Licensee; (iii) problems operation of the Licensed Software, and for the accuracy caused by any data input into the Licensed Software; or and suitability of any configuration of the Licensed (iv) problems caused by third-party equipment, software, Software requested or made by Licensee, including or services, including but not limited to any unavailability situations where Novotx has worked with licensee to of, errors in, or changes to any Online Services. configure the Licensed Software at Licensee's request. 6.2 No Other Warranties. THE EXPRESS Licensee should perform a complete review and testing of WARRANTIES IN SECTION 6.1 ARE IN LIEU OF ALL the Licensed Software and any Additional Materials, as OTHER WARRANTIES, EXPRESS, IMPLIED OR each may be updated from time to time, before STATUTORY, REGARDING THE LICENSED implementing or using the same in a production SOFTWARE,ADDITIONAL MATERIALS, MAINTENANCE environment. AND SUPPORT, AND OTHER SERVICES FURNISHED (d) Security. Licensee agrees that it has full HEREUNDER, AND NOVOTX EXPRESSLY DISCLAIMS responsibility for the security of its systems and data. ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 7. INDEMNITIES PARTICULAR PURPOSE, SECURITY, TITLE AND NON- 7,1 Infringement Claims. Novotx will defend at its INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSEE own expense any action against Licensee brought by a ACKNOWLEDGES THAT IT HAS RELIED ON NO third party to the extent that the action is based upon a WARRANTIES OTHER THAN THE EXPRESS claim that the Licensed Software infringes any patents or WARRANTIES PROVIDED HEREIN AND THAT NO any copyrights or misappropriates any trade secrets of a WARRANTIES ARE MADE HEREIN BY ANY OF third party, and Novotx will pay those costs and damages NOVOTX'S LICENSORS. finally awarded against Licensee in any such action that 6.3 Online Services. Any Online Services that are specifically attributable to such claim or those costs Novotx leverages or makes accessible through the and damages agreed to in a monetary settlement of such Licensed Software will be obtained from sources believed action. If the Licensed Software becomes, or in Novotx's to be reliable, but their availability, accuracy, opinion is likely to become, the subject of an infringement completeness, timeliness, and suitability are not claim, Novotx may, at its option and expense, either: (i) guaranteed. Licensee agrees that Novotx is not procure for Licensee the right to continue using the responsible for the Online Services, for any change, Licensed Software; (ii) replace or modify the Licensed interruption, error, or discontinuation of any Online Software so that it becomes non-infringing; or (iii) accept Services, or for any resulting adverse effects upon the return of the Licensed Software, terminate this Agreement performance or output of the Licensed Software. in whole or in part as appropriate upon written notice to Licensee, and refund to Licensee a pro-rata portion of the 6.4 Licensee Responsibilities. fees paid for such Licensed Software (if any)to reflect the (a) Business Expertise; Suitability. Licensee period of lost use. If the License Term is perpetual, such acknowledges that the Maintenance and Support and pro-rata refund will be computed according to a thirty-six other services furnished hereunder are provided to assist (36) month straight-line amortization schedule beginning Licensee in the use of the Licensed Software and not as a upon delivery of the Licensed Software; otherwise, the replacement for Licensee's expertise and knowledge of its pro-rata refund will be the unused portion of license fees business. Licensee assumes all risks associated with the paid for the period affected by the termination. 4 Notwithstanding the foregoing, Novotx will have no 9. CONFIDENTIALITY obligation under this Section 7.1 or otherwise with respect to any infringement claim based upon: (i) use of the 9.1 Confidentiality Obligations. Each party agrees Licensed Software not in accordance with this Agreement; to maintain any Confidential Information received from the other party in confidence using the same degree of care (ii) use of the Licensed Software in combination with that it uses to maintain its own Confidential Information in products, equipment, software, data, or services not supplied by Novotx; (iii)use of any release of the Licensed confidence, but in no event not less than reasonable care. Software other than the most current release made The recipient of any Confidential Information shall not available to Licensee; or (iv) modification of the Licensed disclose such Confidential Information to any third party Software by any person other than Novotx or its without prior written approval of the disclosing party or use authorized agents or subcontractors. THIS SECTION 7.1 such Confidential Information for any purpose not STATES NOVOTX'S ENTIRE LIABILITY AND contemplated by this Agreement. The foregoing LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS restrictions shall not apply to any information for which the LI LIINFRINGEMENT. receiving party can document: (i) was already lawfully OF known to the receiving party at the time of disclosure by 7.2 Third-Party Claims. Licensee will defend at its the disclosing party; (ii) is disclosed to the receiving party own expense any action against Novotx brought by a third by a third party who had the right to make such disclosure party arising out of Licensee's use of the Licensed without any confidentiality restrictions; (iii) is, or through no Software except to the extent that the action is covered fault of the receiving party has become, generally under Section 7.1, and Licensee will pay those costs and available to the public; or (iv) is independently developed damages finally awarded against Novotx in any such by the receiving party without access to, or use of, the action that are specifically attributable to such claim or disclosing party's Confidential Information. In addition, the those costs and damages agreed to in a monetary receiving party may disclose Confidential Information of settlement of such action. the other party to the extent required by applicable law or 7.3 Conditions. The indemnifying party's obligations regulation; provided that the party required to make such under this Section 7 are conditioned on the other party: (i) disclosure gives the other party prompt written notice and sufficient opportunity to object to such disclosure, or to notifying the indemnifying party promptly in writing of the request confidential treatment. action for which defense or indemnity is sought; (ii) giving the indemnifying party sole control of the defense thereof 9.2 Return of Confidential Information. The and any related settlement negotiations; and (iii) receiving party will return to the disclosing party or destroy cooperating and, at the indemnifying party's request and all Confidential Information of the disclosing party in the expense, assisting in such defense. receiving party's possession or control and permanently 8. LIMITATION OF LIABILITY. NOVOTX'S TOTAL erase all electronic copies of such Confidential Information CUMULATIVE LIABILITY IN CONNECTION WITH ANY promptly upon the written request of the disclosing party LICENSED SOFTWARE, ADDITIONAL MATERIALS, OR upon the expiration or termination of the Agreement. The MAINTENANCE AND SUPPORT OR OTHER SERVICES receiving party will certify in writing signed by an officer of PROVIDED UNDER THIS AGREEMENT, WHETHER IN the receiving party that it has fully complied with its CONTRACT, TORT OR OTHERWISE, WILL NOT obligations under this Section 9.2. EXCEED THE AMOUNT OF FEES PAID BY LICENSEE 10. TERM AND TERMINATION TO NOVOTX UNDER THIS AGREEMENT FOR THE LICENSE OF THE LICENSED SOFTWARE OR (IF 10.1 Term. The term of the Agreement will begin on APPLICABLE) FOR THE RELEVANT SERVICES. IN NO the Effective Date and will continue in force until the EVENT WILL NOVOTX BE LIABLE TO LICENSEE OR expiration of the License Term (as the same may be ANY THIRD PARTY CLAIMING THROUGH LICENSEE renewed in accordance with this Agreement)or indefinitely FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, if the License Term is perpetual, subject to termination as PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, OR provided in Section 10.2. FOR ANY LOST, DAMAGED OR CORRUPTED DATA, 10.2 Termination. LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR REPUTATION, BUSINESS (a) For Breach. Either party may terminate the INTERRUPTION, WASTED MANAGEMENT TIME, DATA License Term and this Agreement if the other party CONVERSION ISSUES, DAMAGE TO LICENSEE'S breaches any material provision of the Agreement and COMPUTERS OR COMMUNICATIONS NETWORK, OR does not cure such breach within thirty (30) days after COSTS OF PROCUREMENT OF SUBSTITUTE GOODS receiving written notice thereof. OR SERVICES, ARISING FROM OR RELATING TO (b) Evaluation Licenses. If the License Type is a THIS AGREEMENT OR THE LICENSED SOFTWARE, non-production beta and/or evaluation license, the License ADDITIONAL MATERIALS, MAINTENANCE AND Term and this Agreement may be terminated by Novotx at SUPPORT, OR OTHER SERVICES PROVIDED any time, and will automatically expire (without renewal HEREUNDER, HOWEVER CAUSED AND UNDER ANY option, unless otherwise specified in the Sales Order) at THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED the end of the stated License Term. License is under no TO NEGLIGENCE, TORT, INTENTIONAL obligation to purchase a paid license during the evaluation MISCONDUCT, STRICT LIABILITY, CONTRACT OR License Term, but must do so in order to continue using OTHERWISE, EVEN IF SUCH DAMAGES WERE the Licensed Software after the evaluation License Term FORESEEABLE OR NOVOTX HAS BEEN ADVISED OF ends. THE POSSIBILITY OF SUCH DAMAGES. 5 10.3 License Renewal. If the License Term is not impact of such transaction in relation to the License Limits perpetual, it will be renewable (i.e., subscription-based) or and other restrictions of this Agreement, and take all non-renewable (i.e., fixed-term) as specified in the Sales actions (including those described in Section 2.4(d)) Order. If not so specified, it will be presumed to be reasonably necessary in order to remain in compliance renewable if the License Type is a production license or with this Agreement. non-renewable otherwise. If the License Term is renewable, it will automatically extend for successive 11.2 Notices. Any notice required or permitted by this Agreement will be in writing and will be deemed effective renewal periods, each equal to the initial license duration stated in the Sales Order (unless otherwise indicated upon receipt, when sent by confirmed email or when delivered in person or by express delivery service, or therein), unless and until either party notifies the other of non-renewal at least thirty (30) days in advance. Either mailed, first class, registered or certified mail, postage prepaid, to the address of the party specified party may exercise its non-renewal right for any reason or y this no reason. Agreement or such other address as such party may specify in writing. 10.4 Effects of Termination. Upon termination or expiration of the Agreement for any reason: (i) any 11.3 Governing Law and Arbitration. This Agreement will be governed by and interpreted in amounts owed to Novotx under this Agreement before such termination or expiration will be immediately due and accordance with the laws of the State of Utah, without payable; (ii)all license rights granted in the Agreement will reference to its choice of laws rules. The prevailing party immediately cease to exist; and (iii) Licensee must in any dispute under this Agreement will be entitled to promptly discontinue all use of the Licensed Software, recover from the other party its reasonable attorney fees erase all copies of the Licensed Software from Licensee's incurred with respect to that dispute. computers, and return to Novotx or destroy all copies of 11.4 Waivers. All waivers must be in writing to be the Licensed Software on tangible media in Licensee's effective. Any waiver or failure to enforce any provision of possession. For avoidance of doubt, termination of this the Agreement on one occasion will not be deemed a Agreement will not preclude either party from pursuing any waiver of any other provision or of such provision on any available legal remedies for any default of the other party's other occasion. obligations. 11.5 Severability. If any provision of the Agreement is 10.5 Survival. Sections 0, 2.6, 5.3, 5.5, 6.1, 6.3, 7, 8, unenforceable, such provision will be changed and 9, 10.4, 10.5, and 11, together with any accrued payment interpreted to accomplish the objectives of such provision obligations, will survive expiration or termination of the to the greatest extent possible under applicable law and Agreement for any reason. the remaining provisions will continue in full force and 11. GENERAL effect. 11.1 Assignment. Except as permitted below, this 11.6 Force Majeure. No party shall be liable for failure Agreement may not be assigned or transferred by either or delay in performing its obligation (other than payment of party without the other party's prior written consent, and money)for causes beyond its reasonable control. any attempt to do so will be void. Either party shall have 11.7 Entire Agreement; Counterparts. This the right to assign this Agreement to any successor to its Agreement, together with any Exhibits and related Sales business or assets to which this Agreement relates, Orders, constitutes the entire agreement between the whether by merger, sale of assets, sale of stock, parties regarding the subject hereof and supersedes all reorganization or otherwise; provided, however, that prior or contemporaneous agreements, understandings, Licensee may not transfer this Agreement, by assignment, and communication, whether written or oral. This merger, change of control, operation of law, or otherwise, Agreement shall not be modified except by a subsequently to any software company or competitor of Novotx. In the dated written amendment signed by an officer of Novotx event of an assignment, merger or change of control of and a duly authorized representative of Licensee. This Licensee, Licensee will promptly notify Novotx of the Agreement may be executed in counterparts, which taken transaction, consult with Novotx regarding the anticipated together shall form one legal instrument. The parties by their authorized representatives have entered into this Agreement as of the Effective Date. NOVOTX LLC LICENSEE: City of Waterloo, Iowa Signed: J"5S�-- 40Lu5�1. Signed: Q�e114,11 H1�4 Name: Justin Gough Name: Quentin Hart Title: President Title: Mayor Date: 2/15/2021 Date: 2/15/2021 6 Exhibit A Maintenance and Support Novotx will provide technical support and maintenance services for the Licensed Software based upon the following terms and conditions and those set forth in the Software License Agreement("Agreement")to which this Exhibit is attached. Capitalized terms used but not defined in this Exhibit have the meanings given in the Agreement. 1. Technical Support Services: Technical support fee for Maintenance and Support in connection with services shall include call management, entitlement perpetual license will be calculated as of the beginning of verification, issue prioritization, basic installation the annual period based upon the list price of the Licensed assistance, issue analysis, program error re-creation, Software as if a perpetual license were being purchased at application diagnostics and the corresponding resolution such time. Licensee will be invoiced for annual renewals of such issue or issues through operational instruction, on or before the date of expiration of the then current term. work-arounds, or corrections to the object code of the Novotx reserves the right to amend its fees annually with application. Training, implementation, configuration, and prior written notice and Licensee shall have the right to no customization services are outside the scope of technical longer subscribe for Maintenance and Support. support, and are subject to additional charges. 7. Applicability to Free Licenses: If the license for the 2. Maintenance Services: Maintenance services shall Licensed Software is granted free of charge, Licensee will include delivery of all updates (as described below)for the not be entitled to Maintenance and Support unless Licensed Software that are commercially released during expressly agreed by Novotx in the Sales Order, in which the term of Licensee's Maintenance and Support case fees for Maintenance and Support will be as set forth entitlement. Updates consist of new releases that may in the Sales Order, subject to change as provided above. provide functional enhancements and error corrections. New products, separately serialized modules, and 8• Exclusions: Novotx has no obligation to perform software customizations are not considered updates and technical support services related tl (i) hardware, are not included in the maintenance services. Licensee software, data, or services not suppplied Novotx will have sole responsibility for the installation of any (including but not limited to Online Services); (ii) updates. modifications or customizations made to the Licensed Software by anyone other than Novotx or its 3. Scope of Services: Services will be provided during representatives; (iii) installation or use of the Licensed Novotx's normal hours of operation, Monday through Software other than as authorized in the Agreement and Friday from 7:00 AM to 6:00 PM Central Time, excluding described in the Documentation; or (iv) Licensee's failure national holidays. Basic services will include unlimited to implement error corrections, work-arounds, or updates phone and email access to technical support as well as furnished by Novotx (collectively, the "Excluded online access to Novotx's client services website. Causes"). Without limiting the foregoing, Novotx reserves Enhanced services may also be made available by Novotx the right to charge Licensee additional fees for services from time to time and contracted by Licensee. rendered in connection with reported program errors that 4. Term: Subject to the terms of the Agreement and are subsequently determined to have been due to any of Licensee's payment of all fees specified below, Licensee the Excluded Causes. Any such fees will be charged on atime-and-materials basis. is entitled to receive the Maintenance and Support described herein: (i)for the duration of the License Term if 9. Payment: Licensee is responsible for the full the License Term is fixed-term or subscription-based; or payment, including any applicable sales and/or use taxes, (ii)for a period of one year, measured from the the end of for services received. Licensee's Maintenance and the Warranty Period (and subject to renewal as provided Support entitlement shall immediately expire if payment is below), if the License Term is perpetual. thirty (30) days past due. If Licensee cancels services at 5. Annual Renewal of Service: If the License Term is any time, no refund, pro-rated or otherwise, will be perpetual, then thirty (30) days prior to the annual provided. expiration date of Maintenance and Support service, 10. Reinstatement of Services: In the event of Novotx will invoice Licensee for the annual renewal of cancellation of or non-payment for Maintenance and service pursuant to the current terms, conditions and Support, any subsequent renewals will be subject to a pricing then in effect. Such service will be automatically reinstatement charge of 25% of the then-current Licensed renewed unless canceled in writing by Licensee prior to Software perpetual license fee, plus any unpaid historical the annual expiration date or in the event of non-payment and current annual fees. by the renewal date. 11. Registered Users: Licensee shall provide and 6. Fees: Fees for Maintenance and Support services maintain a list of registered users that may be contacted are: (i) included in the fees paid for a fixed-term or by Novotx in relation to Maintenance and Support. subscription-based license to the Licensed Software Licensee may amend the list of registered users at any (provided such license is not granted free of charge); or(ii) time by providing written notice to Novotx. charged on an annual basis, in an amount equal to twenty percent(20%)of the then-current list price of the Licensed 12. Conditions of Service: The receipt and use of the Licensed Software and associated Maintenance and Software (or the most recent list price if the Licensed Support is subject to the terms and conditions of the Software version being used is no longer available for sale by Novotx) if the License Term is perpetual. The annual original Agreement and Licensee's adherence to associated documentation and maintenance of the system requirements of the Licensed Software. Novotx reserves the right to suspend Maintenance and Support for any outdated versions of the Licensed Software with prior notification to Licensee. 8