Terms of use are part of Service Sheeft implementation and subscription agreement with customer: 3 RIGHTS TO USE SERVICE SHEEFT 3.1 For so long as this Agreement remains in force, Span grants to Customer a perpetual, non-exclusive and non-transferable right to use Service Sheeft on the Designated Infrastructure for a specified number of users as set forth in Exhibit A. Span shall at all times retain ownership of Service Sheeft solution including any Documentation and any copies thereof. 3.2 Customer may not reproduce Service Sheeft or Documentation except as expressly provided under this Agreement. 3.3 Customer may copy the Documentation for backup or archival purposes provided that all titles, trademark symbols, copyright symbols and legends, and other proprietary markings are reproduced. 3.4 Span grants and Customer receives no other rights or licenses to Service Sheeft, derivative works or any intellectual property rights related thereto, whether by implication or otherwise, except those rights expressly granted in this Section 3. 4 RESTRICTIONS AND LIMITATIONS 4.1 This Agreement restricts the use of the Service Sheeft to the Customer, Customer Operators to which Customer has granted access and End Users subject to Exhibit A 4.2. Customer agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: • sell, lease, license, sublicense, encumber or otherwise deal with any portion of the Service Sheeft or Documentation; • except to the minimum extent necessary to comply with applicable copyright laws or other applicable legislation, decompile, disassemble, or reverse engineer any portion of Service Sheeft or attempt to discover any source code or underlying ideas or algorithms of Service Sheeft; • use Service Sheeft or allow others to use Service Sheeft for the benefit of any third party that is not the Customer of this Agreement; • provide, disclose, divulge or make available to, or permit use of Service Sheeft by persons other than Customer's employees who have signed a confidentiality Agreement consistent with the terms and provisions herein, without Span's prior written consent; • use Service Sheeft, or allow the transfer, transmission, export, or re-export of Service Sheeft or portion thereof in violation of any export control laws or regulations. 4.3 All the limitations and restrictions on the Service Sheeft in this Agreement also apply to the Documentation 5 FEES AND PAYMENTS 5.1. In consideration of the services and rights granted herein, Customer shall pay Span the Fee(s) listed below, as set forth in Exhibit A. • Implementation fee; • Service Sheeft subscription fee(s); 5.2 Such Fees are exclusive of any national, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with any of the services rendered therein. 5.3 Unless otherwise specified in a particular Exhibit, the Fee(s) will be billed as follows; • Implementation Fee will be billed upon implementation and signing off the project closure document • Subscription Fee will be billed monthly at the beginning of the month for the current monthly period 5.4 The prices set forth on Exhibit A shall be revised annually, on or before the start of each Agreement Year, to reflect any increase or decrease in costs of the services reasonably projected by Span for the next Agreement Year, with the first pricing review occurring 12 (twelve) months after the Effective Date of this Agreement. Price changes are not effective unless mutually agreed to in writing (agreement not to be unreasonably withheld), with the change being effective with respect to invoices during the next ensuing Agreement Year. In the event that the Agreement Parties fail to agree on price changes, this Agreement shall be deemed terminated in accordance with the termination clause in Article 9.5. 5.5. Customer shall pay all amounts within thirty (30) days of receipt of an acceptable invoice. 5.6 In addition to any remedies Span may have hereunder or at law, any payments more than thirty (30) days overdue will bear a late payment fee in the maximum rate allowed by the law. Delinquency in payment will result in a delay or suspension of the Service Sheeft Subscription (including Support Services) provided by Span. Span will not be liable for any damages caused by rescheduling of suspended services pursuant to this Section. 5.7 Customer will pay Span any sales, use or value added taxes it owes due to this Agreement and which the law requires Span to collect from the Customer. If Customer provides Span a valid exemption certificate, Span will not collect the taxes covered by such certificate. 5.8 If the law requires Customer to withhold taxes from payments to Span, Customer may withhold those taxes and pay them to the appropriate taxing authority. Customer will deliver to Span an official receipt for such taxes. Before the first payment of each calendar year, Span shall provide Customer with proper residence tax certificates (where Double Tax Treaties may apply) and proper evidence of the services rendered. Both Span and Customer shall take all reasonable efforts to provide proper evidence of the services rendered. 5.9 In the event of on-site services requested by Customer, Customer agrees to reimburse Span for any and all pre-approved or reasonable and necessary direct expenses incurred by Span for purposes of performing such on-site services (including travel and living expenses). 6 IMPLEMENTATION PROCESS 6.1 Span will execute the implementation of the Service Sheeft within deadlines defined by the Term sheet agreed between the parties at the project kick-off meeting. 6.2 Both Parties are obliged to respect the deadlines established by the Term sheet for the purpose of successful completion of the implementation services in accordance with all the conditions set out in this Agreement and its Exhibits. Upon completion of the implementation of the Service Sheeft, representatives of the Agreement Parties will jointly conduct testing and review of the process. 6.3 The testing will be carried out in accordance with the previously established eligibility criteria- User acceptance test (“UAT”) drawn up by Span in the form of a written procedure with clearly defined criteria that must be met upon completion of the implementation. 6.4 Any objection to the execution of the implementation must be submitted to Span immediately, but not later than within 3 (three) days of the end of the testing. Span will remove all identified deficiencies within a commonly agreed deadline, after which the procedure from the previous paragraphs of this Article is repeated. 6.5 Upon successful completion of the testing, Span will compile the Project closure document and submit it to the Customer for verification. 6.6 The Responsible Person of the Customer shall, within 5 (five) days, review and verify the submitted Project Closure document, thereby confirming compliance with the eligibility criteria and the requirements regarding completion of the work. Otherwise, it will be considered that the implementation has been properly executed. 6.7 Span shall not be liable for any deficiencies or delays in the execution of the services arising out of any act or omission by the Customer, including but not limited to the Customer 's failure to provide the requirements set out in this Agreement and its Exhibits or to provide Span with any necessary information, instructions, documentation, conditions for implementation / production or similar. 7 SUPPORT AND MAINTENANCE 7.1 Upon payment of the monthly Subscription Fee set forth on Exhibit A, Customer shall be entitled to use the solution for the specified number of Operators and unlimited number of end Users, receive solution support and maintenance in accordance with the Service Level Agreement as set forth in Exhibit B. 7.2 Span shall have no obligation to support (a) altered, damaged or modified Service Sheeft solution (except as authorized by Span) or any portion of the Service Sheeft incorporated into other software, (b) Service Sheeft that is not the then current or immediately previous sequential release, (c) problems caused by Customer's negligence, abuse, or misapplication, or use of the Service Sheeft other than as specified in Span's user documentation or other causes beyond the control of Span, or (d) Service Sheeft installed on a system that is not supported by Span. 7.3 Span shall have no liability for any changes in Customer's infrastructure and hardware which may be necessary to use the Service Sheeft.