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configure, reproduce,or use the Licensed Software except Novotx will provide Licensee with application maintenance
<br /> as expressly permitted under Section 2.1. and technical support services for the Licensed Software
<br /> 2.6 Reservation of Rights. As between the parties, ("Maintenance and Support") as described in the
<br /> the Licensed Software, and all worldwide intellectual attached Exhibit A. subject to Licensee's payment of all
<br /> property rights therein, are the exclusive property of
<br /> applicable fees as provided therein.
<br /> Novotx and its licensors. All rights in and to the Licensed 5. FEES AND PAYMENT
<br /> Software not expressly granted to Licensee in this
<br /> 5.1 Fees. Licensee will pay the license, Maintenance
<br /> Agreement are reserved by Novotx and its licensors.
<br /> Novotx shall have the unrestricted right to use or act upon and Support, and other fees specified in the original Sales
<br /> any suggestions, ideas, enhancement requests, feedback, Order and any revised or subsequent Sales Orders
<br /> recommendations or other information provided by executed by both parties.
<br /> Licensee or any other party relating to the Licensed 5.2 Payments. The fees will be payable in
<br /> Software, except to the extent, if any, that it contains accordance with the payment schedule, if any, specified in
<br /> Confidential Information of Licensee that is not specifically the applicable Sales Order. If not otherwise specified in
<br /> related to the Licensed Software, as acknowledged by the Sales Order: (i) license fees are due and payable in
<br /> Novotx in writing. advance at the beginning of the License Term and, if
<br /> 3. DELIVERY AND ACCEPTANCE applicable, each renewal period; and (ii) Maintenance and
<br /> Support fees, if applicable, are due and payable in
<br /> 3.1 Delivery. Novotx will deliver the Licensed advance at the beginning of the relevant Maintenance and
<br /> Software to Licensee by making it available for download Support period, as more fully set forth in the attached
<br /> by Licensee, or by installing it via remote access to Exhibit A. All payments must be made in U.S. dollars.
<br /> Licensee's designated server(s), as specified in the Sales Any amounts not paid within sixty (60) days of the invoice
<br /> Order or otherwise mutually agreed by the parties. date will accrue interest at the lesser of one and one-half
<br /> Licensee agrees to provide Novotx will all cooperation percent (1.5%) per month or the maximum rate permitted
<br /> reasonably necessary to enable such delivery, and by applicable law, from the due date until paid. Licensee
<br /> acknowledges that installation or other implementation shall reimburse Novotx for all its costs and expenses,
<br /> services by Novotx may be subject to additional fees, as including reasonable fees of its legal counsel, reasonably
<br /> specified in the Sales Order or a separate services incurred by Novotx in collecting any amounts past due
<br /> agreement between the parties. from Licensee that are not subject to good faith dispute.
<br /> 3.2 Additional Materials. The Licensed Software 5.3 Price Changes. Novotx's prices are subject to
<br /> may be accompanied by, or Novotx may separately make change, except as otherwise agreed in the Sales Order.
<br /> available to Licensee, Documentation, additional software, Any periodic license or Maintenance and Support
<br /> software developer kits, APIs. scripts, templates, and/or renewals, and any increase in License Limits, will be
<br /> other materials that relate to the Licensed Software charged at the fees then in effect. By permitting the
<br /> (collectively, "Additional Materials"). The Additional License Term or Maintenance and Support term to renew
<br /> Materials may be furnished under separate licensing terms after being informed of any price change, Licensee agrees
<br /> (including open-source license terms, where applicable), to pay the updated fees upon such renewal.
<br /> and you agree to read and comply with any such terms as 5.4 Taxes. Fees exclude, and Licensee will bear, all
<br /> they apply to the Additional Materials. Except as otherwise
<br /> provided in any such licensing terms (as applicable), or in applicable sales, use, and other taxes and all applicable
<br /> the absence of such terms, you may use the Additional export and import fees, customs duties and similar
<br /> Materials only in support of your authorized installation, charges. When applicable, Novotx may include any taxes
<br /> configuration, and use of the Licensed Software, and such that it is required to collect as a separate line item on an
<br /> Additional Materials will be subject to the same restrictions invoice.
<br /> and reservations of rights that apply to the Licensed 5.5 Audit Rights. On Novotx's request, no more
<br /> Software as set forth in this Agreement. frequently than annually, Licensee shall furnish to Novotx
<br /> 3.3 Acceptance. The Licensed Software will be an executed certification: (i) verifying that the Licensed
<br /> deemed accepted upon delivery as set forth above, except Software is being used pursuant to the terms of this
<br /> to the extent otherwise expressly agreed in the Sales Agreement: (ii) verifying the number of users or metrics
<br /> Order. In any event, the Licensed Software will be deemed relevant to the applicable License Limits: and (iii) listing
<br /> accepted no later than Licensee's deployment or use the site(s) where the Licensed Software is installed.
<br /> thereof in a production environment. Licensee agrees to grant Novotx reasonable access to
<br /> Licensee's relevant site(s), systems and personnel upon
<br /> 4. TRAINING; MAINTENANCE AND SUPPORT two (2) weeks prior written notice during normal business
<br /> 4.1 Training Services. Novotx will provide the hours to audit the use of the Licensed Software for the
<br /> training services defined in the applicable Sales Order, if purpose of verifying compliance with this Agreement.
<br /> any, in exchange for the fees specified therein. Licensee 6. WARRANTY AND DISCLAIMERS
<br /> will be invoiced separately for any travel related expenses
<br /> incurred by Novotx employees in connection with any such 6.1 Performance Warranty. If the License Type is a
<br /> training services. production license, for a period of one hundred eighty
<br /> (180) days after the Licensed Software is first accepted
<br /> 4.2 Maintenance and Support. If the License Type under Section 3.3 (the "Warranty Period"), Novotx
<br /> is a production license or other form of paid license, warrants that the Licensed Software, when used as
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