Idisis Labs

As the tools, files, documents and other information contained within this site (Site Content) are to be used exclusively with Idisis' Online Spatial Information Systems Software (OSIS) users of this Site are bound by their original software Agreement, as displayed below. If you do not agree to all of the terms and conditions contained in the Agreement do not continue to access or use this Site or Site Content.

ONLINE SPATIAL INFORMATION SYSTEM ENTERPRISE EDITION
(the "Software")
LICENSE AGREEMENT
READ BEFORE PROCEEDING
THE FOLLOWING DESCRIBES THE TERMS UNDER WHICH YOU MAY USE THE SOFTWARE. BY INSTALLING OR USING THE SOFTWARE OR BY CLICKING THE "I AGREE" BUTTON, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT WITH IDISIS, INC. THESE ARE THE ONLY TERMS UPON WHICH THE SOFTWARE WILL BE LICENSED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS OF THE LICENSE AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE AND DO NOT CLICK ON THE "I AGREE" BUTTON.
1 Definitions
In this Agreement, you, or if you are acting as a representative of your organization, your organization, will be referred to as the "Licensee". Idisis, Inc. will be referred to as “Idisis” in this Agreement. Including this Section, the following defined terms shall have the meanings indicated:
1.1 "Add-On Modules" means any software modules that are addons to the Software that Idisis sells as optional components to the Software. Despite the foregoing any add-ons to the Software will not be covered under this Agreement in the event they are distributed by Idisis pursuant to a separate license agreement;
1.2 "Agreement" means this License Agreement together with the recitals and all schedules hereto as the same may be amended, modified or supplemented from time to time in accordance with the provisions herein;
1.3 "Confidential Information" means:
(a) the Licensed Software;
(b) all software materials and component elements directly or indirectly obtained from or provided by Idisis including without limitation technical manuals, operational manuals or documents relating to program operation and maintenance; and
(c) all know-how, or other technological information that is proprietary to Idisis;
1.4 "Defect" means any failure of the Licensed Software or any part thereof to perform in accordance with the Functional Specifications;
1.5 "Documentation" means any printed or electronic text or user guides provided by Idisis to the Licensee from time to time to instruct users in the use of the Licensed Software and to describe the performance or functionality of the Licensed Software, as the same may be amended, modified or supplemented from time to time and provided by Idisis to the Licensee;
1.6 "Effective Date" has the meaning set out in Section 20 hereof;
1.7 "Functional Specifications" means those functional specifications relating to the performance of the Licensed Software as described in the then current Documentation;
1.8 "Improvement" means all modifications, enhancements, variations and revisions, updates and upgrades of the Licensed Software and/or the Documentation which Idisis may conceive, develop, acquire or otherwise obtain;
1.9 "Intellectual Property Rights" means any right or protection existing from time to time in a specific jurisdiction under any patent law, copyright law, moral rights law, trade secret law, semi conductor chip protection law, trade-mark law, unfair competition law or other similar law and includes legislation by competent governmental authorities and judicial decision under common law or equity;
1.10 "License" means the license to use the Licensed Software, as described in Section 2.1 hereof;
1.11 "Licensed Software" means the Software provided to the Licensee by Idisis and any Updates provided to the Licensee by Idisis under the Software Subscription Agreement and any AddOn Modules purchased by Licensee;
1.12 "Seats" means the number of users that are permitted to access or use the Licensed Software at any given time and if the number of Seats has not been set out in writing by Idisis, then it shall be one (1);
1.13 "Software" means the Idisis, Inc. software known as the Online Spatial Information System Enterprise Edition ("OSIS") in object code format in the version delivered to Licensee;
1.14 "Software Subscription Agreement" means the Software Subscription Agreement in the form attached as Schedule "A" to this Agreement;
1.15 "Software Subscription Fee" means a fee equal to 17.5% of the then current retail price for the particular Licensed Software. Idisis may change the percentage upon which the Software Subscription Fee is based or the manner in which the Subscription Fee is determined from time to time. Idisis shall be entitled to set a separate Software Subscription Fee for each Add-On Module; and
1.16 "Updates" means updates to the Licensed Software delivered to the Licensee by Idisis pursuant to the Software Subscription Agreement.
2 License
2.1 Subject to the terms and conditions of this Agreement, Idisis hereby grants to the Licensee, a non-exclusive, non-transferable license to:
(a) install and use the Licensed Software for its own internal business purposes and only in the ordinary course of its business on servers owned or leased by Licensee;
(b) operate the Licensed Software only on a single processor within the server. This processor may be a dual-core processor. The onus is on the Licensee to prove that this is being adhered to in the event the Licensed Software is installed on a server which houses more than one general purpose processor;
(c) permit only the number of individuals to concurrently use or access the Licensed Software in accordance with the number of Seats that have been licensed; and
(d) make copies of and use the Documentation for the purpose of supporting the Licensee's use of the Licensed Software, and for no other purpose or use whatsoever.
2.2 Unless otherwise agreed upon by the parties in writing, the Licensed Software may only be run in conjunction with ARCHIBUS/FM and the Licensed Software may not run or be operated without ARCHIBUS/FM. Unless otherwise agreed upon by the parties in writing, such third party software is not included with the Licensed Software.
2.3 The Licensee shall not:
(a) make any use of the Licensed Software or the Documentation in whole or in part which is not expressly provided for in this Agreement;
(b) modify or adapt the Licensed Software, nor merge it into any other computer program;
(c) de-compile, dissemble, reverse engineer, unlock, translate or copy by programming the functions of the Licensed Software or any component thereof, or make any attempt to do so;
(d) sublicense, rent, lease, transfer, assign, sell, or otherwise part with possession of the Licensed Software or Documentation;
(e) permit the Licensed Software to be used by or for the benefit of any third party; or
(f) permit more than the licensed number of Seats to use the Licensed Software at any given time.
2.4 The License shall include the right to make one (1) copy of the Licensed Software, in whole or in part, and in any form, as a backup or archival copy, provided that such backup or archival copy is used for the purpose of replacing the Licensed Software if it is destroyed or becomes defective, and for no other purpose whatsoever. The License shall include the right to make an unlimited number of copies of the Documentation provided that the copies are used to support the Licensee's use of the Licensed Software, and for no other purpose or use whatsoever.
2.5 In addition to the number of Seats that have been licensed, the Licensee shall be entitled to allow up to five (5) individuals to concurrently access and use the Licensed Software but strictly only for development purposes in a development environment.
2.6 Unless otherwise set out in writing by Idisis only one ARCHIBUS/FM product schema may be accessed with the Licensed Software at a time. Access to additional ARCHIBUS/FM product schemes as permitted for an additional fee.
3 Fees
3.1 At all times your right to access or use the License Software is contingent upon payment of all applicable license fees.
3.2 AddOn Modules may, in Idisis' discretion, be priced separately and offered to the Licensee at Idisis' then current retail price.
4 Software Subscription
4.1 Updates to the Licensed Software may be developed or otherwise acquired by Idisis from time to time.
4.2 Idisis shall provide any Updates that it develops in accordance with the terms of the Software Subscription Agreement for the time period set out in Section 8.2 hereof provided Software Subscription Fee has been paid for by the Licensee.
4.3 If the Software Subscription Agreement is not renewed in accordance with the procedure outlined in Section 8.2 of this Agreement, the reinstatement of the Updates provided by Idisis shall be subject to the payment of the Software Subscription Fees that would have been paid from the date of termination of the Software Subscription Agreement.
5 Warranties by Idisis and Limitation of Liability
5.1 Idisis represents and warrants that the media on which the Licensed Software is furnished is free from defects in materials and workmanship under normal use and delivery for a period of ninety (90) days following the delivery date. Idisis' entire liability and the Licensee's exclusive remedy for breach of this warranty shall be the replacement of the diskette or other physical media which does not meet the above described limited warranty. This limited warranty is void if failure of the Licensed Software is caused by accident, abuse, or violation of this Agreement. Any replacement Licensed Software will be warranted as above for the remainder of the original warranty, or thirty (30) days from the date of shipment to the Licensee, whichever is longer.
5.2 In the event of any action or threatened action against the Licensee in which it is asserted that the Licensed Software or Documentation infringes or violates any Intellectual Property Rights of a third party, the Licensee shall immediately notify Idisis of such action or threatened action, and Idisis shall promptly and at its option, remedy such infringement or violation by any of the following methods:
(a) Idisis may modify the Licensed Software or Documentation, without impairing in any material respect its functionality or performance, so that it becomes non-infringing or non-violative, which software shall then become the current version of the Licensed Software or Documentation and its use by the Licensee shall be governed by this Agreement;
(b) procure for the Licensee the right to continue to use the infringing Licensed Software and Documentation;
(c) replace the Licensed Software with equally suitable, non-infringing software which software shall then become the current version of the Licensed Software and its use by the Licensee shall be governed by this Agreement; or
(d) terminate this Agreement and pay the Licensee the actual damages the Licensee has paid the third party, if any, and Idisis shall have no other obligation or liability to Licensee as a result of such termination.
Without cost to the Licensee and upon Idisis' request, the Licensee shall cooperate fully with Idisis in the defence and settlement of any such action. In any event Idisis shall have the right to conduct the defence of the infringement action on the Licensee's behalf and to settle the action without the Licensee's consent upon giving reasonable security to protect the Licensee and the Licensee shall cooperate fully with Idisis in this event. Without limiting the generality of anything contained within this Agreement, if the Licensee modifies the Licensed Software, Idisis shall be relieved from the obligations of Idisis set forth in this Section.
5.3 Except as provided in this Agreement, the Licensed Software is provided "AS IS" without a warranty of any kind. The Licensee understands and acknowledges that no computer software or installation can operate perfectly in all situations. Idisis does not warrant that the operation of the Licensed Software will be uninterrupted or error free, or that it will satisfy the requirements of the Licensee. The Licensee acknowledges that Idisis does not, and could not for the fees charged for the Software License, guarantee or warrant the correctness, or the completeness of the Licensed Software provided or that the Licensed Software is free from Defects.
5.4 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IDISIS MAKES NO OTHER WARRANTIES OR CONDITIONS WITH RESPECT TO THE LICENSED SOFTWARE OR THE DOCUMENTATION AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED BY LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OR CONDITION THAT THE LICENSED SOFTWARE OR THE DOCUMENTATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, AND ANY WARRANTY OR CONDITION THAT THE LICENSED SOFTWARE OR THE DOCUMENTATION WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
5.5 IN NO EVENT WILL IDISIS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF ANY THEORY OF LIABILITY EVEN IF IDISIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ALL CIRCUMSTANCES, IDISIS' ENTIRE LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FROM ANY CAUSE OF ACTION WHATSOEVER INCLUDING, BUT NOT LIMITED TO, NONPERFORMANCE, INFRINGEMENT OR MISREPRESENTATION, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED THE AMOUNTS PAID TO IDISIS UNDER THIS AGREEMENT.
5.6 Idisis shall not be responsible to Licensee for loss of use of the Licensed Software or for any other liabilities arising from any alteration, addition, adjustment or repair that is made by other than authorized representatives of Idisis.
6 Confidentiality
6.1 The Licensee understands that the Confidential Information is of a confidential and proprietary nature and the Licensee shall not sell, grant, convey, make available or in any other manner disclose to a third party the Confidential Information.
6.2 The Licensee shall maintain, throughout the term of this Agreement and thereafter, the confidentiality of any Confidential information acquired from Idisis, including, without limitation, information respecting the production, construction, nature and functionality of the Licensed Software for so long as such information is not available publicly through no breach by Licensee of this confidentiality covenant. The Licensee agrees that it shall not make use of the Confidential Information other than as contemplated by this Agreement. The Licensee shall not, except as contemplated by this Agreement or without the prior written consent of Idisis divulge or allow access to the Confidential Information to any person, body corporate, association or otherwise. The Licensee shall take all reasonable precautions against the Confidential Information being used or acquired by any unauthorized person or persons, and in any event, shall provide at least the same degree of care as is exercised towards its own confidential information.
6.3 If, however, disclosure regarding the Confidential Information is required by law, court order, or regulation, then disclosure shall be permitted, but only after Idisis is given the opportunity to review and reasonably revise all such written disclosure or seek a protective order over such Confidential Information. Under such circumstances, a copy of any such written documentation shall be provided to Idisis at least three (3) business days prior to its expected disclosure.
7 Ownership and Protection of the Software
7.1 The Licensee hereby acknowledges that Idisis is the exclusive owner of the Licensed Software and the Documentation and any and all Intellectual Property Rights in and to the Licensed Software and Documentation. This is a license and not a sale of the Software. Without limiting the generality of the foregoing, the structure, sequence, organization and code (in any format) of the Licensed Software are protected by copyright and are the valuable trade secrets of Idisis. The Licensee shall not remove any of Idisis' proprietary rights notices (including copyright, trade-mark, confidential information or trade secret notices) and shall affix Idisis' proprietary rights notices to each copy of the Licensed Software and Documentation that Idisis makes such that the notices are prominently and conspicuously displayed to any user of the Licensed Software or the Documentation. The existence of any copyright notice shall not be considered as admission that the Licensed Software has been published.
7.2 Idisis shall own all Improvements, including, without limitation, any Improvements developed by Idisis during the performance of any services and the development of any customized software including any and all Intellectual Property Rights in and to any customized software. The Licensee hereby acknowledges that Idisis shall have the exclusive right to further distribute and sell any and all improved versions of the Licensed Software and any customized software.
7.3 The Licensee covenants and agrees that it will not do anything nor permit anything to be done, whether by way of reverse engineering, decoding, decompiling, disassembling or otherwise that is intended to discover the source code of the Licensed Software or to assist in the development of a competing computer program.
7.4 The Licensee will immediately notify Idisis upon discovery of any loss on unauthorized disclosure of the Licensed Software or Documentation.
7.5 The Licensee acknowledges that Idisis would suffer irreparable harm as a result of the breach of any of the obligations set forth in this Agreement and that legal remedies are inadequate to remedy such a breach; therefore, the Licensee agrees that, in addition to any damages and other remedies that Idisis may be entitled to as a result of such a breach, Idisis will be entitled to seek an order from a court of competent jurisdiction restraining the Licensee from breaching or continuing to breach any of the obligations set forth in this Agreement. If Idisis supplies the Licensee with evidence of the use of a copy of the Licensed Software or Documentation or any part thereof in a manner not permitted by this Agreement, where Idisis believes such copy or part thereof was obtained from the Licensee, the Licensee shall, at its own cost and expense with respect to such use, undertake such legal action as is reasonably available to the Licensee to bring about the termination of such use.
8 Term
8.1 This Agreement shall commence on the Effective Date, and shall continue indefinitely until terminated as provided in this Agreement.
8.2 All Update obligations of Idisis under the Software Subscription Agreement shall commence on the Effective Date and shall continue for a period of one (1) year from the Effective Date. Provided the Licensee is not in default under this Agreement, and subject to this Section 8.2 and Sections 8.3 and 8.4 of this Agreement, the Licensee shall have the option to renew the Update obligations of Idisis under the Software Subscription Agreement for successive renewal terms of one (1) year each. The Licensee shall provide to Idisis a written notice indicating the Licensee's intent to renew the Software Subscription Agreement together with the payment of the then current Software Subscription Fee not less than thirty (30) days before the end of the then current one (1) year term. Idisis may terminate the Software Subscription Service, which would include the right to renew, at anytime following three (3) years after the Effective Date by providing one (1) years notice to Licensee but only if Idisis is no longer going to provide the Software Subscription Service to all of its licensees for the particular software.
8.3 If the Licensee pays the Software Subscription Fee, Idisis will continue to provide Update services as set out in Section 8.2.
8.4 Upon the happening of any of the following events with respect to a party:
(a) the party failing to perform or observe in any material respect any covenant, condition or provision of, or fails to rectify a material breach of, this Agreement, and such default continues for a period of thirty (30) days (or such longer period as the non-defaulting party may agree to in writing) after written notice thereof has been received by the defaulting party from the non-defaulting party;
(b) the party ceasing to carry on business, or taking any action to liquidate its assets, stopping payments in the usual course of business, or voluntarily suspending for more than twenty (20) business days all or substantially all of its business operations;
(c) the party instituting proceedings to be adjudicated a bankrupt or insolvent or to be wound-up, or consenting to the institution of bankruptcy, insolvency or winding-up proceedings against it, or filing a petition, answer or consent seeking dissolution or winding up under any bankruptcy, insolvency or analogous laws, or if any such proceedings are commenced in respect of the party and are not being contested in good faith (and with the intended result of such contestation being to suspend any adverse effect of such proceeding on the rights of the party hereunder) within thirty (30) days after the other party becomes aware thereof or if the other party consents to the filing of any such petition or to the appointment of a receiver over its business and assets generally or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due;
(d) the party instituting proceedings under the Bankruptcy Code of the United States of America, Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or similar legislation or seeking or taking any proceeding relating to a compromise or arrangement with creditors or claimants generally;
(e) a custodian, receiver, manager or any other person with like powers being appointed to take charge of all or any part of a party's undertaking, business, property or assets; or
(f) an order being made or a resolution passed for the winding-up or liquidation of a party.
then the non-defaulting party may immediately terminate this Agreement and the License of the Licensed Software hereby granted by providing notice in writing to the defaulting party.
8.5 Without limiting the generality of anything contained with this Agreement, the Software Subscription Agreement shall terminate concurrently upon the termination of this Agreement.
9 Post-Termination
9.1 Upon termination of this Agreement, the Licensee shall forthwith cease all use of the Licensed Software and Documentation and shall cease to be entitled to any Updates under the Software Subscription Agreement. The Licensee shall delete all copies of the Licensed Software installed upon the facilities of the Licensee, including all backup copies, and shall deliver a certificate of an authorized signatory of the Licensee, that there are no copies of the Licensed Software within the control or possession of the Licensee.
9.2 Termination of this Agreement shall not affect any rights that have accrued to either party up to the date of termination. Upon termination, all then outstanding payment obligations shall become immediately due and payable.
9.3 Upon termination, the Licensee shall forthwith return to Idisis the Documentation and any other written materials, including all copies thereof that have been supplied by Idisis to the Licensee during the term of the Agreement.
9.4 Articles 5, 6, 7 and 9 of this Agreement shall survive the termination of this Agreement.
10 Assignability
10.1 The Licensee's rights hereunder shall be personal to the Licensee as presently constituted, and shall not be transferred or sub-licensed in any way without the prior written consent of Idisis.
11 Force Majeure
11.1 In no event shall either party be liable to the other for any delay or failure to perform hereunder, except the obligation to pay monies owed, which delay or failure to perform is due to causes beyond the control of said party including, but not limited to, government restrictions, exchange or market rulings, labor strike, war, act of civil or military authority, sabotage, epidemic, flood, earthquake, fire, other natural disaster, or any other event, condition or occurrence beyond the reasonable control of such party.
12 Applicable Law
12.1 This Agreement shall be interpreted in accordance with the laws in force in the laws of the State of New York and the laws of the United States applicable therein, without regard to conflict of law rules applicable therein. The parties hereto irrevocably attorn to the jurisdiction of the Courts of the State of New York and all courts competent to hear appeals therefrom.
13 Relationship of the Parties
13.1 This Agreement does not and shall not be deemed to constitute a partnership or joint venture between the parties and neither party nor any of their respective directors, officers, employees or agents shall, by virtue of the performance of their obligations under this Agreement, be deemed to be an agent or employee of the other.
14 Representative
14.1 Each party shall designate an account management resource to act as a single point of contact for all necessary communications relating to this Agreement.
15 Further Documentation
15.1 The parties undertake to execute such further documentation and assurances as are required to perfect the transactions agreed to hereunder.
16 Entire Agreement
16.1 This Agreement, including the Software Subscription Agreement, together with any non-disclosure agreement previously executed between the parties, represents the entire agreement and understanding between the parties. It replaces and vacates all prior agreements and representations that may have been made and constitutes the sole basis upon which the parties may assert legal claims against each other. There are no warranties or obligations assumed by either party, except as set out herein.
17 Severability
17.1 If any portion of this Agreement should be found to be unenforceable by a court of competent jurisdiction, the parties agree that the unenforceable portion shall be severed from this Agreement and the remainder of the Agreement shall be enforced as to its terms.
18 Waiver
18.1 No omission on the part of either party to enforce the terms of this Agreement in respect of past non-compliance with the terms hereof shall operate as a waiver by the non-defaulting party of its rights to obtain ongoing compliance with this Agreement.
19 Amendments
19.1 No amendments of the terms of this Agreement shall be effective unless agreed to in writing signed on behalf of both parties hereto.
20 Effective Date
20.1 This Agreement shall come into force upon the earlier of the date of execution by all of the parties hereto, or the delivery date of the Licensed Software by Idisis to the Licensee.
21 Currency
21.1 All currency referred to in this Agreement, unless otherwise specified, shall be in the currency of the United States of America.
SCHEDULE "A"
ONLINE SPATIAL INFORMATION SYSTEM SOFTWARE SUBSCRIPTION AGREEMENT
Provided the License Agreement is in force and has not expired or otherwise terminated, and in consideration of the Licensee paying the Software Subscription Fees as set out in this Software Subscription Agreement, Idisis shall provide Updates for the Licensed Software pursuant to this Software Subscription Agreement as follows:
1. The definitions contained in the License Agreement shall apply to this Software Subscription Agreement.
2. All Update obligations of Idisis under this Software Subscription Agreement shall commence on the Effective Date and shall continue for a period of one (1) year from the Effective Date. Provided the Licensee is not in default under the License Agreement, the Licensee shall have the option to renew the Update obligations of Idisis under this Software Subscription Agreement in accordance with the procedure outlined in Section 8.2 of the License Agreement.
3. Notwithstanding any other provision of this Software Subscription Agreement, this Software Subscription Agreement and Idisis' obligations hereunder shall automatically terminate on the termination or expiry of the License Agreement.
4. The most current version of the Licensed Software, including any updates or patches provided to the Licensee must be installed and used by the Licensee and the Software Subscription Program Fee must be paid up in full for all copies of the Licensed Software for the Licensee to assert any rights pursuant to this Software Subscription Agreement.
5. If the Software Subscription Agreement is not renewed in accordance with the procedure outlined in Section 8.2 of the License Agreement, the reinstatement of the Updates provided by Idisis shall be subject to the payment of all Software Subscription Fees that would have been paid from the date of termination.
6. The Updates provided by Idisis, so long as the Software Subscription Agreement is in effect, shall include:
6.1. providing the Licensee with any Updates made to the Licensed Software that Idisis makes commercially available to its other customers under its software subscription service. Nothing herein shall be construed as requiring Idisis to provide any minimum number of Updates. The last updated version of the Licensed Software provided to the Licensee shall become the then current release of the Licensed Software. Idisis shall not have any obligation, for the purposes of this Software Subscription Agreement, to provide updates to any version of the Licensed Software other than the current version of the Licensed Software.
6.2. No software services shall be provided including installation, education, customization, consulting or other services. These may be provided, if requested by the Licensee, pursuant to a separate Agreement.
6.3. If Licensee notifies Idisis of any suspected error in the Software, Idisis shall use reasonable efforts to confirm the existence of such reproducible error. If upon analyzing such suspected error at Licensee's request, Idisis determines, acting reasonably, that no error exists in the Software, or by machine malfunction, Idisis may charge Licensee a time and materials rate for its services hereunder at its then current rates for such services. All notices of suspected errors shall be in writing and provide details sufficient to diagnose or reproduce such error.
7. Idisis shall have no obligation to correct a Defect or to provide any maintenance services in respect of the Defect accept in the normal course of providing Updates under the Software Subscription Agreement. As well, Idisis shall have no obligation in relation to:
7.1. the Licensee is using other than a current release of the Licensed Software;
7.2. the Defect results from the combinations, operation or use of the Licensed Software with other programs or data used by Licensee, if the Defect would not have occurred if such combination, operation or use of the Licensed Software with such other programs or data had not occurred; and
7.3. if the Defect arises from problems involving non-Idisis supplied software.
8. Notwithstanding anything contained within the License Agreement or this Software Subscription Agreement, the Licensee shall not be entitled to modify the Software, any customized software or the Licensed Software in any manner whatsoever.
9. Idisis will cease to support any unauthorized modifications made by the Licensee to the Licensed Software.
10. All provisions of the License Agreement shall apply to any Updates provided for in this Software Subscription Agreement in the same manner as they apply to the Licensed Software unless such application would conflict with provisions contained in this Software Subscription Agreement.