Common use of Maintenance Fee Clause in Contracts

Maintenance Fee. TopoDot® Maintenance services will be paid for annually on January 1st of each year. The first payment of fees for such services (the “Maintenance Fee”) is due on the first occurring January 1st date after the Effective Date. The Maintenance Fee is calculated based on the total number of TopoDOT® User-Days actually attributed to the Licensee’s use over the preceding year. The Maintenance Fee is calculated as the Per Day Maintenance Rate (provided in Exhibit B: “Current TopoDOT® Price List”) multiplied by the number of such User-Days. The Licensor reserves the right to update the Per Day Maintenance Rate at any time in its sole discretion; provided, however, that the Per Day Maintenance Rate shall not increase in any twelve-month period by more than the change for the same period of time in the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (the “CPI Index”), or any similar successor index thereto, plus two percent (2%). The applicable Per Day Maintenance Rate used for Maintenance Fees accruing on any January 1st will be that rate published by the Licensor as of the December 1st preceding such payment date. Should the Licensee elect not to purchase annual TopoDOT® Maintenance, the Licensor may take the following action: A. The Licensor may limit annual TopoDOT® usage such as not to allow User-Day deficits to the Account Balance. B. The Licensor may deny access to any upgrades and maintenance of the TopoDOT® Processing Suite (whether or not such upgrades or maintenance were previously scheduled); C. The Licensor may deny access to “Certainty 3D University” training website and other components of the TopoDOT® Upgrade (as herein defined); and D. The Licensor may deny access to any general support of the TopoDOT® Processing Suite previously provided to the Licensee. The Licensee acknowledges that the Enterprise TopoDOT® License places complete responsibility for the use of the Enterprise TopoDOT® License and the Licensee’s TopoDOT® License Key on the Licensee. The Licensor will provide reasonable support to allow the Licensee to monitor use of the Licensee’s TopoDOT® License Key, including access to current User-Day Account Balance status. If requested by Licensee, a more detailed report consisting of specific Workstation information such as Hard Drive ID’s, usernames, etc. will be supplied in support of Licensee’s management of the use of its Enterprise TopoDOT® License and TopoDOT® License Key. However any misuse, unauthorized use, etc., of the Licensee’s Enterprise TopoDOT® License and/or TopoDOT® License Key resulting in deductions from the Licensee’s User-Day Account Balance remain solely the responsibility of the Licensee and subject to the rules and conditions of authorized TopoDOT® License Key use. Without limiting the foregoing, the Licensee acknowledges that the Licensor has no obligation to credit the Licensee’s Account, or make any other similar adjustments or credits, for any unauthorized use of the Licensee’s Enterprise TopoDOT® License and/or TopoDOT® License Key. All installations and registrations of any Enterprise TopoDOT® License must be performed in accordance with all Licensor rules, regulations, and procedures, as such rules, regulations, and procedures may be amended by the Licensor from time to time. Without limiting the foregoing, the Licensee (i) acknowledges that proper use of the TopoDOT® Processing Suite for purposes of the Agreement requires an available web connection for each Registered Workstation at least once every fourteen (14) days, and (ii) agrees to provide the Licensor all reasonable and necessary support facilitating proper TopoDOT® integration into the Licensee’s operating environment. Such support may include, but is not limited to, “white-listing” the monitoring server on the Licensee’s firewall, providing required proxy server credentials and/or verification of the proper loading of TopoDOT® configuration variables.

Maintenance Fee. TopoDot® Maintenance services will be paid for annually on January 1st of each year. The first payment of fees for such services (the “Maintenance Fee”) is due on the first second occurring January 1st date after the Effective Date. The Maintenance Fee is calculated based on Date at the total number of TopoDOT® User-Days actually attributed to the Licensee’s use over the preceding year. The Maintenance Fee is calculated as the Per Day Maintenance Rate (provided price given in Exhibit B: “Current TopoDOT® Price List”) multiplied by the number of such User-Days). The Licensor reserves the right to update the Per Day Maintenance Rate Fee price at any time in its sole discretion; provided, however, that the Per Day Maintenance Rate shall not increase in any twelve-month period by more than the change for the same period of time in the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (the “CPI Index”), or any similar successor index thereto, plus two percent (2%). The applicable Per Day Maintenance Rate used for Maintenance Fees accruing on any January 1st will be that rate published by the Licensor as of the December 1st preceding such payment date. Should the Licensee elect not to purchase annual TopoDOT® Maintenance, the Licensor may take the following action: A. The Licensor may limit annual TopoDOT® usage such as not to allow User-Day deficits to the Account Balance. B. The Licensor may deny access to any upgrades and maintenance of the TopoDOT® Processing Suite (whether or not such upgrades or maintenance were previously scheduled); C. B. The Licensor may deny access to “Certainty 3D University” training website and other components of the TopoDOT® Upgrade (as herein defined); and D. C. The Licensor may deny access to any general support of the TopoDOT® Processing Suite previously provided to the Licensee. The Licensee acknowledges that the Enterprise TopoDOT® License places complete responsibility for the use of the Enterprise TopoDOT® License and the Licensee’s TopoDOT® License Key on the Licensee. The Licensor will provide reasonable support to allow the Licensee to monitor use of the Licensee’s TopoDOT® License Key, including access to current User-Day Account Balance status. If requested by Licensee, a more detailed report consisting of specific Workstation information such as Hard Drive ID’s, usernames, etc. will be supplied in support of Licensee’s management of the use of its Enterprise TopoDOT® License and TopoDOT® License Key. However any misuse, unauthorized use, etc., of the Licensee’s Enterprise TopoDOT® License and/or TopoDOT® License Key resulting in deductions from the Licensee’s User-Day Account Balance remain solely the responsibility of the Licensee and subject to the rules and conditions of authorized TopoDOT® License Key use. Without limiting the foregoing, the Licensee acknowledges that the Licensor has no obligation to credit the Licensee’s Account, or make any other similar adjustments or credits, for any unauthorized use of the Licensee’s Enterprise TopoDOT® License and/or TopoDOT® License Key. All installations and registrations of any Enterprise TopoDOT® License must be performed in accordance with all Licensor rules, regulations, and procedures, as such rules, regulations, and procedures may be amended by the Licensor from time to time. Without limiting the foregoing, the Licensee (i) acknowledges that proper use of the TopoDOT® Processing Suite for purposes of the Agreement requires an available web connection for each Registered Workstation at least once every fourteen (14) days, and (ii) agrees to provide the Licensor all reasonable and necessary support facilitating proper TopoDOT® integration into the Licensee’s operating environment. Such support may include, but is not limited to, “white-listing” the monitoring server on the Licensee’s firewall, providing required proxy server credentials and/or verification of the proper loading of TopoDOT® configuration variables.