Software License Agreement THIS SOFTWARE LICENSE AGREEMENT ("Agreement"), is entered into by and between Crowe LLP, an Indiana limited liability partnership with offices at One Mid America Plaza, Oak Brook, Illinois 60181 ("Licensor") and the entity whose behalf you are executing this agreement (“You” or “Licensee”) each a “Party” and together the “Parties”. WHEREAS, the Licensor is the legal and beneficial owner of the Licensed Software (hereafter defined), and desires to license the Licensed Software to Licensee; and WHEREAS, the Licensee desires to obtain a license to use the Licensed Software solely for its internal business purposes, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. "Action" means any third-party claim, suit, action, cause of action, or proceeding in the United States alleging that the Licensed Software or Documentation violates, infringes or misappropriates any third party Intellectual Property Rights. “Affiliates” means any other entity directly or indirectly controlling, controlled by or under common control by a party, and with respect to Licensee, whose compliance with the terms and conditions of this Agreement Licensee will guarantee. Any reference to Licensee in this Agreement shall include Affiliates of Licensee. "Authorized Users" means the employees of the Licensee who Licensee authorizes to use the Licensed Software, and the agents who (a) Licensee authorizes to use the Licensed Software; (b) Licensor approves in writing; and (c) agree in writing to strictly comply with this Agreement. "Documentation" means user manuals, technical manuals and any other written materials provided by the Licensor to Licensee, in printed, electronic or other form, that describe the operation, use, functionality or technical specifications of the Licensed Software. "Intellectual Property Rights" means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law, regulations or rules in any jurisdiction throughout the world. "Licensed Software" means the software referenced in Schedule 2, Table 1.0 comprised of the Crowe modified, extended, and custom objects in the ISV layer of Microsoft Dynamics 365 and any corrections, patches, fixes, enhancements and upgrades thereto provided by Licensor, as well as corresponding Documentation; but “Licensed Software” shall not include any software of, or provided by or through, Microsoft or any third parties. "Permitted Use" means use of the Licensed Software by an Authorized User strictly for the benefit of the Licensee in the ordinary course of Licensee’s or its Affiliates’ internal business operations only. "Representatives" means a party's or its Affiliates’ employees, officers, directors, partners, or shareholders. “US” means the continental United States of America. 2. License Grant. The Licensor hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, limited subscription license to use the Licensed Software (in model files and software deployable packages) and Documentation during the Term strictly in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that this license is predicated upon, and the Licensed Software will not operate without, the existence of a separate license of Microsoft Dynamics 365 software, which will be licensed directly by Licensee with Microsoft. The existence of a valid and active Microsoft Dynamics 365 environment at all times throughout the Term is a necessary prerequisite for this license grant. Use of the Licensed Software under this Agreement is restricted to Licensee’s Permitted Use. 3. Scope of Use. The Licensed Software is designed to work with Microsoft Dynamics 365 so Licensee’s access to the Licensed Software is controlled and limited (a) via authentication to Microsoft Dynamics 365; and (b) by the use of security keys that govern Licensee’s access to functionality within Microsoft Dynamics 365. Licensee shall use the Licensed Software solely for its Permitted Use. 4. Use Restrictions. 4.1. The Licensed Software and any permitted copies made by the Licensee shall be and remain the exclusive property of the Licensor, be subject to the terms and conditions of this Agreement, and must include all copyright or other Intellectual Property Rights notices contained in the original. 4.2. The Licensee shall not, and shall not permit any of its Representatives or third parties to, in any manner: 4.2.1. reverse engineer, disassemble, decompile, decode or adapt the Licensed Software, or otherwise attempt to derive or gain access to the source code of the Licensed Software without the Licensor’s express permission, in whole or in part, except as and only to the extent this restriction is prohibited by law; 4.2.2. remove, disable, or otherwise create or implement any workaround to, any security features contained in the Licensed Software; 4.2.3. remove, delete or alter any trademarks in the Licensed Software; 4.2.4. rent, lease, lend, sell, sublicense, assign, distribute, publish, or transfer or otherwise make the Licensed Software available to any third party, including but not limited to any competitor of Licensor for any reason; 4.2.5. use the Licensed Software in violation of any federal, state, provincial or local law, regulation or rule applicable to Licensee (including without limitation any applicable export control laws); or 4.2.6. use the Licensed Software for purposes of developing a competing software product or service or any other purpose in a manner that is to the Licensor's commercial disadvantage. 5. Maintenance and Support. Schedule 1, a copy of which is attached hereto, identifies the limited maintenance and support Licensor will provide in connection with the Licensed Software (“Schedule 1”). Licensor shall not provide, and shall not be responsible for, any maintenance and/or support for the Licensed Software except as specifically set forth in Schedule 1. Schedule 1 is hereby incorporated into this Agreement and is expressly subject to the terms and conditions of this Agreement. 6. Intellectual Property; Confidentiality. 6.1. The Licensed Software is, and shall remain at all times, the exclusive confidential intellectual property of Licensor. Licensee shall promptly notify the Licensor if the Licensee becomes aware of any actual or possible third-party infringement of the Licensor's Intellectual Property Rights arising out of or relating to the Licensed Software and shall fully cooperate with the Licensor in any legal action taken by the Licensor against third parties to enforce its Intellectual Property Rights. 6.2. Each party shall use the information disclosed to it by the other party pursuant to this Agreement solely for purposes of exercising its rights and performing its obligations pursuant to this Agreement, and shall not disclose such information to any third party without the prior written consent of the other party. For purposes of this Section 6.2, the terms of this Agreement and the Licensed Software shall constitute the confidential information of Licensor. This Section 6.2 shall not apply to information that (a) is already known by the receiving party at the time it is disclosed to such party, free from any obligation to keep such information confidential; (b) is or becomes known to the public without any breach by the receiving party of this Section 6.2; (c) is received by the receiving party from a third party that is under no obligation to keep such information confidential or (d) is independently developed by the receiving party without reference to the disclosing party’s information. 7. Security Measures. The Licensed Software may contain technological measures designed to prevent unauthorized or illegal use of the Licensed Software by the Licensee. The Licensee agrees that the Licensor may use these measures to enforce the Licensor's rights, including all Intellectual Property Rights, in and to the Licensed Software in the event of Licensee’s breach of this Agreement. In the absence of Licensee’s consent, Licensor shall not collect, maintain, process or use any diagnostic, technical, usage and related information, including information about the Licensee's computers, systems and software, all of which is, and shall remain, Licensee’s Confidential Information. Further, Licensee shall take reasonable precautions to safeguard the Licensed Software (including all copies thereof) that Licensor provides to Licensee under this Agreement from infringement, misappropriation, theft, misuse or unauthorized access. 8. Audit. The Licensor may, in the Licensor's sole discretion, audit the Licensee's and its Representatives’ use of the Licensed Software under this Agreement at any time during the Term and for one (1) year following the expiration or termination of this Agreement; provided however, that Licensor shall conduct such audits no more frequently than once annually. The Licensee shall fully cooperate with the Licensor's audit and provide access to records, equipment, information and personnel as reasonably requested by the Licensor. The Licensor shall be entitled to examine those of Licensee’s records, equipment, and information directly related to the Licensee's use of the Licensed Software. The Licensor shall endeavor to conduct audits during the Licensee's normal business hours upon reasonable prior written notice to Licensee and in a manner that does not unreasonably interfere with or disrupt the Licensee's business operations. There will be no charge to Licensee for the audit unless such audit determines a violation of this Agreement. If the audit determines that the Licensee's usage of the Licensed Software exceeded the License Grant, Licensor shall have the right, at its option, to (a) if the breach relates to the number of Authorized Users, demand and receive payment for the difference between the fees paid for the License Grant and the fees payable for Licensee’s actual usage determined based on the fee structure set forth herein; or (b) if the breach relates to violations of the License Grant which are not covered by (a) above, to terminate the License (i) within 30 days after the Licensee's receipt of written notice of such breach from Licensor if breach remains uncured or (ii) immediately if the breach cannot be cured. 9. Term: Termination. 9.1. Term. This Agreement shall commence on the Effective Date and, subject to Licensee’s strict compliance with the terms of this Agreement and except as otherwise permitted in Section 9.2 below, shall remain in effect for an initial period of 1 year unless a different period is agreed upon and specified in the Order Form (“Initial Term”). After the Initial Term, this Agreement will automatically renew for a period of 1 year (each a “Renewal Term), unless (a) otherwise agreed by the parties or (b) terminated earlier by either party pursuant to Section 9.2 ("Term"). 9.2. Termination. This Agreement may be terminated on written notice: 9.2.1. by the Licensor, if the Licensee fails to pay any amount when due hereunder and such failure continues for 30 days after the Licensee's receipt of written notice of nonpayment from Licensor; 9.2.2. by the Licensor, if the Licensee commits a breach of any provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the Licensee within 30 days after the Licensee's receipt of written notice of such breach from Licensor; 9.2.3. by either party, effective immediately upon written notice, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property; or 9.2.4. by Licensee, if the Licensor commits a breach of any provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the Licensor within 30 days after the Licensor's receipt of written notice of such breach from Licensee. 9.3. Effect of Termination. On the termination of this Agreement, for any reason, the Licensee shall: (a) immediately discontinue use of the Licensed Software; (b) within 30 days, return to Licensor all copies of the Licensed Software, Documentation and all materials containing the Licensor's Confidential Information (this requirement applies to partial and complete copies in all forms, in all types of media and computer memory, and whether or not modified or merged into other materials) and certify such return or destruction; and (c) within 30 days, certify in writing to the Licensor that all such copies and materials have been returned or destroyed, and that Licensee's use of the Licensed Software has been discontinued; except that Licensor may retain a copy of such information only to the extent that may be required for it to comply with applicable quality assurance requirements. 9.4. Survival. The provisions of Sections 4, 6 and 7-20 shall survive the termination of this Agreement for any reason. 10. Infringement Indemnification for Licensed Software. 10.1. Indemnification. Licensor hereby agrees to defend, indemnify and hold Licensee harmless from and against any and all liabilities, losses, damages and expenses (collectively "Liabilities") to the extent such Liabilities result from any Action. The preceding indemnification shall not apply to any violation, infringement or misappropriation arising out of (a) use of the Licensed Software other than in accordance with this Agreement or the applicable documentation or instructions supplied by Licensor; (b) any alteration, modification or revision of the Licensed Software that has not been identified as a standard Licensed Software function, configuration or enhancement; or (c) the combination of the Licensed Software with materials not supplied or approved by Licensor. 10.2. Defense. Licensor shall have sole control over the defense of such Action and any negotiations for settlement or compromise of such Action. 10.3. Other Conditions. Licensee shall promptly notify Licensor in writing of any Action for which Licensor has an indemnification obligation hereunder, provided that Licensee’s failure to so notify Licensor will relieve Licensor of its indemnity obligation to the extent that Licensor is actually prejudiced thereby. Licensee shall reasonably cooperate with Licensor, at Licensor’s cost and expense, in the defense of any such Action, including, without limitation, by making available to Licensor all documents and information in Licensee’s possession or control that are relevant to the Action, and by making Licensee’s personnel available to testify or consult with Licensor or its attorneys in connection with such defense. 10.4. Remedies. In the event of such a claim, then Licensor may, at its option and in its sole expense: (a) procure for Licensee the right to continue using the Licensed Software; (b) replace or modify the Licensed Software so that they are functionally equivalent but do not violate, infringe or misappropriate any Intellectual Property Rights of a third party; or (c) if Licensor is unable to provide one of the foregoing remedies under reasonable terms, or otherwise determines in its discretion that such remedies are or become economically impractical, then Licensor may require Licensee to return the Licensed Software to Licensor and Licensor shall refund any license fees paid by Licensee for the Licensed Software, as reduced in accordance with a three (3) year, straight-line depreciation schedule commencing on the date of delivery of the Licensed Software. In addition, if the use of the Licensed Software or any portion thereof is held, or in Licensor's reasonable opinion is likely to be held, to constitute violation, infringement or misappropriation of any Intellectual Property Rights of a third party, whether or not in connection with an Action, Licensor may, within a reasonable time, at its option either: (i) secure for Licensee the right to continue the use of such infringing item; or (ii) replace, at Licensor's sole expense, such item with a substantially equivalent non-infringing item or modify such item so that it becomes non-infringing. In the event Licensor is, in its reasonable discretion, unable to perform either of the options described in clauses (i) or (ii) above, Licensee shall return the Licensed Software to Licensor, and Licensor's sole liability shall be to refund to Licensee the license fees paid to Licensor for the Licensed Software, as reduced in accordance with a three (3) year, straight-line depreciation schedule commencing on the date of delivery of the Licensed Software. 10.5. The provisions of this Section 10 state Licensor's entire liability and Licensee's sole and exclusive remedy with respect to any violation, infringement or misappropriation, or claim of thereof. 11. Equitable Remedies. Licensee acknowledges that a breach or threatened breach of this Agreement by Licensee or its Representatives may cause irreparable harm to Licensor for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Licensee or its Representatives, the Licensor shall, in addition to any and all other rights and remedies that may be available at law (which Licensor does not waive by the exercise of any rights hereunder), be entitled to a temporary restraining order, injunction, specific performance and any other equitable relief that may be available from a court of competent jurisdiction, and the parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. 12. Disclaimer of Warranties. If Licensee strictly adheres to the terms of this Agreement and the documentation, the Licensed Software will perform substantially as described in the Documentation. This limited warranty covers the Licensed Software for the six-month period following Licensee’s initial production use of the Licensed Software (“Warranty Period”). If supplements, updates, or replacement software is provided during the six months, such supplements, updates or replacements will be covered for the remainder of the Warranty Period or 30 days, whichever is longer. This limited warranty does not cover any issues caused by the acts or omissions of Licensee or any third party, or events beyond Licensor’s reasonable control. Where this warranty applies, Licensor will repair or replace the Licensed Software (or portion thereof) at no charge during the Warranty Period. If it is not practicable for Licensor to effectuate such repair or replacement, Licensor will refund the amount paid for the Licensed Software. Licensee must first uninstall the Licensed Software and return any media and other associated materials to Licensor in order to qualify for a refund. The foregoing constitute Licensee’s sole and exclusive remedies for breach of the limited warranty. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS PARAGRAPH ABOVE, THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND LICENSOR EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE LICENSED SOFTWARE, DOCUMENTATION, AND ANY OTHER SERVICES AND MATERIALS PROVIDED TO LICENSEE UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LICENSOR PROVIDES NO WARRANTY, CONDITION, GUARANTEE OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE. 13. Limitation of Liability. LICENSOR WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST SAVINGS, OR LOST BUSINESS OPPORTUNITY, EVEN IF LICENSOR HAD REASON TO BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO LICENSOR’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 10, LICENSOR’S AGGREGATE LIABILITY TO LICENSEE UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE FOR THE LICENSED SOFTWARE FOR THE THEN CURRENT TERM. 14. Choice of Law. The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of the State of Illinois applicable to contracts executed in and performed entirely within Illinois, without reference to any choice of law principles. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. 15. Jury Trial Waiver. FOR ALL DISPUTES RELATING TO OR ARISING BETWEEN THE PARTIES, THE PARTIES AGREE TO WAIVE A TRIAL BY JURY TO FACILITATE JUDICIAL RESOLUTION AND TO SAVE TIME AND EXPENSE. EACH PARTY AGREES IT HAS HAD THE OPPORTUNITY TO HAVE ITS LEGAL COUNSEL REVIEW THIS WAIVER. THIS WAIVER IS IRREVOCABLE, MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND APPLIES TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS WRITTEN CONSENT TO A BENCH TRIAL WITHOUT A JURY. HOWEVER, AND NOTWITHSTANDING THE FOREGOING, IF ANY COURT RULES OR FINDS THIS JURY TRIAL WAIVER TO BE UNENFORCEABLE AND INEFFECTIVE IN WAIVING A JURY, THEN ANY DISPUTE RELATING TO OR ARISING FROM THIS ENGAGEMENT OR THE PARTIES’ RELATIONSHIP GENERALLY WILL BE RESOLVED BY ARBITRATION. 16. Arbitration. If any court rules or finds that the JURY TRIAL WAIVER section is not enforceable, then any dispute, controversy or claim arising out of, relating to, or having any connection with this Agreement or the parties’ relationship generally, or the breach, termination, enforcement, interpretation or validity of this Agreement, including without limitation the determination of the scope or applicability of this agreement to arbitrate, will be determined by binding and confidential arbitration in Chicago, Illinois, unless the parties agree in writing on a different location. Regardless of the amount in controversy, the arbitration will be administered by JAMS, Inc., pursuant to its Streamlined Arbitration Rules & Procedures. In the event of a conflict between such rules and this Agreement, this Agreement will control. The parties will agree within a reasonable period of time after notice is made of instituting the arbitration process whether to use one or three arbitrators, and if the parties cannot agree within fifteen (15) business days, the parties will use a single arbitrator. If the parties cannot agree upon arbitrator(s) within an additional fifteen (15) business days, the arbitrator(s) will be selected by JAMS. However, no arbitrator may be appointed unless and until he/she has agreed to these procedures. The arbitrator(s) must be a retired judge or an attorney with at least 15 years of experience in the field of commercial litigation. The arbitrator(s) will apply substantive law and may award injunctive relief or any other remedy available from a judge. The arbitrator(s) may authorize only limited discovery upon a showing of substantial need by the party seeking discovery. No forensic examination of respondent’s electronic records will be permitted in any arbitration. All aspects of the arbitration will be treated by the parties and the arbitrator as confidential. If it is the prevailing party on any issue or claim in the arbitration, the respondent will be awarded its reasonable attorney’s fees and arbitration costs by the arbitrator(s). Otherwise, the parties will share the costs of arbitration equally. In no event will claimant be awarded its attorney’s fees or arbitration costs. The final award must be delivered by the arbitrator(s) within one year of the initial demand (or less) absent written agreement by the parties to the contrary. None of the time limits in this Section are jurisdictional. Any award will be accompanied by a reasoned opinion describing the basis of the award. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. 17. Assignment. Licensee may not assign this Agreement without the prior written consent of Licensor. Any attempted assignment in violation of the provisions of this Section will be void. 18. Notices. Any notice or demand required or permitted to be given under this Agreement will be in writing and will be deemed effective immediately upon delivery to the applicable party as set forth above, as evidenced by a written record of delivery from (a) a nationally recognized overnight courier for the next business day delivery, (b) certified or registered mail or (c) a signed delivery receipt in the case of delivery by hand. Each party may designate by notice in writing a new address to which any notice may thereafter be so given. 19. Severability; No Waiver. In the event that any provision of this Agreement shall be declared or held by a court of competent jurisdiction invalid, illegal or unenforceable, the unaffected portions of this Agreement shall remain in full force and effect. The parties shall negotiate in good faith a mutually acceptable substitute provision consistent with the original intent of the parties, which is not so affected. Failure of either party to insist upon strict compliance with the terms of this Agreement shall not be construed as a waiver of such term. Failure of a party to comply with the terms of this Agreement may only be waived in a writing signed by the other party. 20. Currency. Unless expressly specified to the contrary, any reference to currency in this Agreement or in any schedule hereto shall be deemed to be a reference to United States dollars, and all payments to be made pursuant to this Agreement shall be made in United States dollars. 21. Language. This Agreement is entered into by the parties in the English language. In the event of any translation, the English language version shall be determinative. 22. Further Assurances. Each party shall, on the reasonable request and at the sole cost and expense of the other party, take, execute, acknowledge and deliver all such further acts, documents and instruments necessary to give full effect to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. Schedule 1 to the Software License Agreement Licensed Software Maintenance and Support Schedule 1. Definition. “Licensed Software Environment” refers to Licensed Software configurations and enhancements authored by Licensor and installed on Licensee environment(s). The “Licensed Software Environment” is limited to the specific Licensed Software functions identified by the Crowe modified, extended, and custom objects in the ISV layer of Microsoft Dynamics 365 and is limited to the existing underlying functionality as of the Agreement Effective Date. “Licensed Software Environment” is further defined to apply only to the Licensed Software installed with Dynamics 365 as offered for sale by Microsoft (or any resellers) without any changes, configurations, customizations, or other modifications (i.e., “Licensed Software Environment” assumes that the Licensed Software has been installed with Dynamics 365 as Dynamics 365 exists in its “out of the box” state); except that “Licensed Software Environment” will include certain Dynamics 365 modules identified in writing by Licensor as having been tested and confirmed by Licensor as being part of “Licensed Software Environment.” “Licensed Software Environment” specifically excludes custom Licensee or other configurations or enhancements (including without limitation those made by a person or entity other than Licensor) that have not been identified or documented as a standard Licensed Software function, configuration or enhancement. 2. Software Maintenance. a. Licensor will make available to the Licensee (without additional license fees) patches, new or enhanced features or functions, updates or releases of the Licensed Software Environment (collectively, “Updates”) if any Updates are released by Licensor during the term of this Schedule. In the event the Licensee contracts Crowe (independent of this Agreement) to develop a new feature or function, or to enhance an existing feature or function included in Licensed Software, the Licensor will have the sole discretion to amend Licensed Software with such new or enhanced feature for inclusion of Maintenance. b. As indicated in the Licensed Software Environment definition above, maintenance of the Licensed Software Environment will not include or accommodate modifications or enhancements that have been made to Licensee’s deployment of the Licensed Software or Dynamics 365, including without limitation where the Licensed Software or Dynamics 365 have been altered (whether by Licensor or any other person or entity) to meet Licensee specific requirements. Further, maintenance for the Licensed Software Environment will not be used to increase the number of licenses, versions or copies of the Licensed Software or the Licensed Software Environment. All Updates or new versions of the Licensed Software shall be subject to the Agreement to which this Schedule 1 is attached. 3. Software Defect Support a. Licensor will provide defect support for the Licensed Software Environment to Licensee. Licensee may report any incident to Licensor during the hours from 8:00 a.m. – 8:00 p.m., Monday through Friday, Eastern Standard Time (excluding any U.S. holidays). Defect support shall include (i) diagnosis of defects in the Licensed Software Environment and (ii) a resolution of identified defects associated with the Licensed Software Environment. Licensor will work with Licensee to provide a means for the Licensee to log incidents associated with defects the Licensee may find within the Licensed Software Environment. All cases shall receive a non-prioritized response within three (3) hours. b. Licensor will use reasonable efforts to cure reported and reproducible defects in the Licensed Software Environment. With respect to any such defect, Licensor will be responsible for the costs associated with the diagnosis and resolution of the defect in the Licensed Software Environment if the defect is determined by Licensor to be related to the Licensed Software Environment. If it is determined by Licensor that the defect is not related to the Licensed Software Environment, or is caused by a defect associated with Microsoft or a third party software provider, the Licensee agrees to pay Licensor's standard consulting rates for all time and potential expense associated with servicing the incident. c. The Licensed Software Environment is closely interrelated with Dynamics 365 and third party software and Licensor is expressly not responsible for maintenance or support or defects associated with or caused by Dynamics 365 or any other third party software functionality as determined by Licensor. Upon the Licensee’s request, Licensor will assist Licensee in Licensee’s initiation of a support incident with Microsoft or a third party software provider for Microsoft or the third party software provider to diagnose and resolve the Dynamics 365 or third party software defect so long as Licensee has appropriate maintenance and support agreements in place with Microsoft and the third party software providers. 4. Additional Conditions. a. This Schedule 1 shall not be used or construed as an agreement by Licensor to provide consulting services to Licensee. Maintenance and support for the Licensed Software Environment excludes Licensee or third party configurations or enhancements that have not been identified in writing by Licensor as a standard Licensed Software function, configuration or enhancement. Further, and without limitation, upgrading a Licensee version of Dynamics 365 to a subsequent version is not covered in this Schedule 1, and any services relating to or arising from such an upgrade will be proposed separately in a Statement of Work under a separate Master Services Agreement between the parties b. Licensor releases version updates of the Licensed Software quarterly and provides defect support for the current version (n) and the previous version (n – 1). 5. Maintenance and Support Warranty Disclaimer. ALTHOUGH LICENSOR WILL UNDERTAKE REASONABLE EFFORTS TO PROVIDE TECHNICAL ASSISTANCE UNDER THIS AGREEMENT AND TO RECTIFY OR PROVIDE SOLUTIONS TO ERRORS AS DESCRIBED HEREIN, LICENSOR DOES NOT GUARANTEE THAT THE ERRORS WILL BE SOLVED OR THAT ANY ITEM WILL BE ERROR-FREE. THIS AGREEMENT IS APPLICABLE ONLY TO LICENSED SOFTWARE ENVIRONMENT AS DEFINED. LICENSOR MAY, FROM TIME TO TIME, DISCONTINUE LICENSED SOFTWARE ENVIRONMENT PRODUCTS OR VERSIONS OR STOP SUPPORTING LICENSED SOFTWARE ENVIRONMENT PRODUCTS OR VERSIONS ONE YEAR AFTER DISCONTINUANCE, OR OTHERWISE DISCONTINUE ANY SUPPORT SERVICE. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 5, MAINTENANCE AND SUPPORT IS PROVIDED "AS IS" AND LICENSOR EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE MAINTENANCE, SUPPORT, LICENSED SOFTWARE, DOCUMENTATION, AND ANY OTHER SERVICES AND MATERIALS PROVIDED TO LICENSEE UNDER THIS SCHEDULE, INCLUDING ALL IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LICENSOR PROVIDES NO WARRANTY, CONDITION, GUARANTEE OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT MAINTENANCE OR SUPPORT WILL MEET LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE.   Schedule 2 to Software License Agreement Fees and payment 1. Fees and Payment Upon execution of this Agreement, Licensor will prepare an invoice for Licensee. In consideration of the rights granted to the Licensee under this Agreement, the Licensee shall pay to the Licensor a Subscription fee in the amount indicated in the invoice. The Licensee shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, provincial, local or other governmental entity on any amounts payable by the Licensee hereunder. Access to Licensed Software will be available upon payment in full of all applicable fees in the invoice according to the subscription fees referenced in Table 1.0 and Table 2.0 below and, subject to compliance with all terms and conditions of this Agreement, shall remain in effect as long as such fees continue to be paid in full. All fees are non-refundable. Subscription fees will be due on or before the renewal date per the subscription model identified in the table below. 1.1. Crowe will provide an invoice 15 days prior to the renewal date 1.2. Late payments will be assessed a 10% late fee that will be added to the current renewal invoice. 1.3. If payment is not received within 30 days of the renewal date Licensee will be in breach of this contract and Crowe will at its discretion have the right to terminate access to the Licensed Software.