MAIS eRec SaaS Agreement - Kittitas County Event Centre - Mais Executed 26-Feb-2020

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Confidential and Proprietary - Univerus Inc. Page 1 of 26 Software As A Service Agreement This Software As A Service Agreement (the “Agreement”), is entered into on March 3rd 2020 (the “Effective Date”) by and between Kittitas County Event Center ("Customer") and MAIS Software, a wholly owned business unit of Univerus Inc, at 2605 Clarke Street, Port Moody, British Columbia, V3H 1Z4 ("MAIS"). NOW THEREFORE, in consideration of the mutual covenants and obligations contained here and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions The following terms shall have the meaning set out below ; all other capitalized terms not otherwise defined in this Section shall have the meaning set forth in the Agreement: (a) “Annual Subscription Fees” means the annual subscription fees set out in Schedule “A” to this Agreement. (b) “Change Order” means any written documentation between the Customer and MAIS evidencing their agreement to change particular aspects of this Agreement. (c) “Completion of Services” means the Professional Services are complete and shall be deemed to have occurred on the date which the Customer commences using the Services. (d) “Confidential Information” means, with respect to a party hereto, all information or material which: is (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (B) known by the parties to be considered confidential, proprietary, or is confidential under federal or state law or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information of MAIS shall include, without limitation, the Software, the Documentation, and any information with respect to the Services that MAIS may provide to Customer from time to time, including without limitation, all information disclosed by MAIS relating to the security of its facilities, computer systems and products. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information and which such independent development can be established using evidence that would be acceptable to a court of competent jurisdiction. Confidential Information of MAIS shall include, without limitation, the Services, the Software, Documentation, and any information with respect to the Services that MAIS may provide to Customer from time to time, including without limitation, the terms and conditions of this Agreement and all information disclosed by MAIS relating to the security of its facilities, computer systems and products. (e) “Data Conversion Fees” shall have the meaning set forth in Section 10 of this Agreement. (f) “Data” means all data that is provided by Customer to MAIS and all other content transmitted, posted, received or created through Customer’s use of the Services or the Software. (g) “Documentation” means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the Software or used in conjunction with the Software, whether distributed in print, magnetic, electronic, or video format, in effect as of the date the Software are provided to the Customer. (h) “Fees” means the Annual Subscription Fees, Professional Services Fees, Conversion Costs and other Fees as may be further described and listed in Schedule “A” of this Agreement.