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("Content") provided by AQI remains that of AQI. No right or license is granted hereby to Customer or its
<br />customers, employees or agents, expressly or by implication, with respect to the Proprietary Information
<br />or any patent, patent application or other proprietary right of AQI, except for the limited use licenses
<br />implied by law. Except as required by law, Customer shall not (i) permit any third party to access the
<br />Work or Content except as expressly permitted or as required by law, (ii) create derivative works based on
<br />the Work or Content, (iii) copy, frame or mirror any part or content of the Work or Content, (iv) reverse
<br />engineer the Work or Content, or (v) access the Work or Content in order to build a competitive product
<br />or service, or copy any features, functions or graphics of the Work or Content. Notwithstanding the
<br />foregoing, the Parties agree that this agreement, work orders, and pricing are not Proprietary
<br />Information.
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<br />8. Software and Data. All licenses to AQI’s separately provided software products are subject to the
<br />separate software license agreement(s) accompanying the software media. Except to the extent such
<br />express licenses conflict with the remainder of this paragraph, the following also applies relative to the
<br />Software: Contractor grants Customer only a personal, non-exclusive license to access and use the
<br />Software solely as necessary for Customer to enjoy the benefit thereof. A portion of the Software may
<br />contain or consist of open-source software, which Customer may use under the terms and conditions of
<br />the specific license under which the open-source software is distributed. Customer agrees that it will be
<br />bound by all such license agreements. Title to software remains with the applicable licensor(s). In
<br />connection with Customer’s use of Software, AQI may obtain, receive, or collect data or information,
<br />including data produced thereby or related thereto. In such cases, Customer grants AQI a non -exclusive,
<br />worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store,
<br />process, reproduce, or create derivative works of such data, or to aggregate such data for use in an
<br />anonymous manner, solely to facilitate marketing, sales and R&D activities of AQ I and its affiliates.
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<br />9. Performance Guarantees. All product warranties and guarantees shall only be enforceable if (a) all
<br />equipment is properly installed, inspected regularly and is in good working order, (b) all operations are
<br />consistent with AQI recommendations, (c) operating conditions at the Customer site have not materially
<br />changed and remain within anticipated specifications, and (d) no reasonably unforeseeable circumstances
<br />exist or arise.
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<br />10. Acceptance and Set-off. Except to the extent agreed upon in writing by AQI’s CFO, all Software, Goods and
<br />Services are deemed accepted upon delivery and early payment discounts do not apply. Any set -off rights
<br />in the Agreement notwithstanding, Customer bears the customary burden of proof with respect to an y
<br />amounts invoiced by AQI but not paid by the invoice due date. This revision does not adversely impact any
<br />of Customer’s rights under AQI’s warranties.
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<br />11. Funds Transfers (Payments). Customer and AQI both recognize that there is a risk of banking fraud when
<br />individuals impersonating a business demand payment under new banking or mailing instructions. To avoid
<br />this risk, Customer must verbally confirm any new or changed bank transfer or mailing instructions by calling
<br />AQI and speaking with AQI’s accounts receivable contact before mailing or transferring any monies using
<br />the new instructions. Both parties agree that they will not institute mailing or bank transfer instruction
<br />changes and require immediate payment under the new instructions but will instead pr ovide a ten (10) day
<br />grace period to verify any payment instruction changes before any new or outstanding payments are due
<br />using the new instructions.
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<br />12. Miscellaneous. Except to the extent signed by a duly authorized representative of an affiliate of AQI, the
<br />Agreement does not bind any affiliates of AQI. AQI is not subject to any audit rights in favor of the Customer,
<br />except for audit rights (under reasonable conditions) directly related to AQI’s compliance with laws and
<br />regulations (e.g., safety) which are directly applicable to AQI’s Goods and/or Services purchased under this
<br />Agreement.. If any provision of the Agreement violates any Federal, State or local statutes or regulations of
<br />any countries having jurisdiction of this transaction, or is illegal for any reason, said provision shall be self-
<br />deleting without affecting the validity of the remaining provisions. AQI may terminate this Agreement upon
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