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<br />Confidential and Proprietary - Univerus Inc. Page 2 of 26 <br /> <br /> <br />(i) “Professional Service(s)” means those implementation, training, consulting and professional service(s) <br />provided by the MAIS Customer Success team as further described in Schedule “A” and Schedule “C” to this <br />Agreement. <br /> <br />(j) “Professional Services Fees” means the Professional Service(s) fees set out in Schedule “A” and “C” to this <br />Agreement. <br /> <br />(k) “Services” and “Software Services” each means the web-based service(s) commonly referred to as a “Software <br />as a Service” (SaaS) solution to be provided by or on behalf of MAIS under this Agreement that includes hosting, <br />monitoring, operating and maintaining the Software as a service at a site owned or controlled by MAIS and the <br />delivery of non-exclusive access via the Internet to Customer to use the Software, as a service, granted to <br />Customer pursuant to Section 2 hereof. The Services shall also include storing all data entered and maintained <br />by Users through use of the Services. <br /> <br />(l) “Software” means the software product(s) that are owned by MAIS, delivered as a SaaS solution and <br />listed in Schedule “A”. <br /> <br />(m) “Support Services” means those support services to be provided by the MAIS Customer Success team <br />as further described in Schedule “D” to this Agreement. <br /> <br />(n) “Third Party Components” means any third party telecommunications, energy/utility transportation, managed <br />facilities and/or software applications and services that MAIS or its service providers has licensed or purchased <br />and provided access to or otherwise made available to Customer as part of the Services. <br /> <br />(o) “User” means an employee or agent of Customer that has been authorized by the Customer to access and use <br />the Services. <br /> <br />2. Authorization <br /> <br />Subject to the terms and conditions of this Agreement, including without limitation, payment by Customer of the Professional <br />Services Fees required for set-up and the Annual Subscription Fees, MAIS hereby grants to Customer a personal, non- <br />exclusive, non-transferable limited right during the Term (a) to allow Users to access and use the Services on an annual <br />subscription basis and in accordance with the Documentation solely for Customer’s internal business purposes and (b) to <br />use, copy and modify the Documentation solely for the purpose of creating and using internal training materials relating to <br />the Services. <br /> <br />3. Fees <br /> <br />In consideration of receiving the Services and the Professional Services, Customer agrees to pay to MAIS the Fees and all <br />applicable travel and lodging expenses as described in Section 4 of this Agreement in accordance with the payment terms <br />as defined in Schedule “A”. <br /> <br />The Annual Subscription Fees, Professional Services Fees and any other fees set out in this Agreement are exclusive of <br />taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, <br />personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority <br />(excluding taxes on MAIS’ net income). <br /> <br />If any Fees are not paid when due, then at MAIS’ discretion, (a) such Fees may accrue late interest at the rate of 1.5% (18% <br />per annum) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date <br />such fee was due until the date paid, and/or (b)] MAIS may suspend the Service, including all Customer access to the Service, <br />pursuant to Section 16(b). <br /> <br /> <br />4. Travel and Lodging Expenses <br /> <br />Travel and lodging expenses will be billed in conjunction with any Professional Services work performed at Customer's