1)  Description of Matrix Cloud 
EMPACT distributes various web-based software that may also be stored on CLIENT’s local network, known as the Matrix Solutions (“Software”), for use by its subscribers.  Access to the solution is expressly restricted to those employees, contractors or other staff officially affiliated with CLIENT, or other expressly authorized patrons who CLIENT reasonably believes will abide by the use restrictions set forth in this Agreement (each, an "Authorized User").   Authorized Users within the systems are unlimited providing they meet the criteria set out in this provision. 
a.	 Subject to and conditioned on CLIENT’S payment of fees and compliance with the terms and conditions of this Agreement, EMPACT hereby grants CLIENT a non-exclusive, non-transferable right to access and use the Software during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to CLIENT’S internal use.

2)  Ownership
a.	CLIENT acknowledges and agrees that EMPACT is the owner of all rights, title and interest in all computer programs, files, documentation, and related materials related to the Software solutions that are developed by EMPACT in connection with this Agreement.  In this case, ownership primarily refers to intellectual property around the MATRIX components (Matrix for Business, Matrix for Integration, MxI Agent).
b.	EMPACT acknowledges and agrees that CLIENT is the owner of all business system data the Software uses to provide reporting and business intelligence, including the resulting reports, flows, other documents, and business intelligence that are the output of the Software (“CLIENT Data”). 

3)  Restrictions
CLIENT shall not at any time, directly or indirectly, and shall not permit any authorized users to: (i) copy, modify, or create derivative works in whole or in part of the software; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the software (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component in whole or in part; (iv) remove any proprietary notices from the software; or (v) use the software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

4)  Term and Termination
a.	This Agreement shall become effective upon execution by Subscriber and acceptance by EMPACT and shall remain in effect - for a minimum of twelve (12) months.
b.	Each Term shall automatically be renewed for subsequent one-year periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term.  In such an event, CLIENT shall be liable for payment for all authorized use prior to the effective date of the termination.
c.	Upon termination by either party, CLIENT agrees to allow EMPACT to remove all computer programs, files, documentation, and related materials associated that might be stored on CLIENT’s local network.
d.	Upon termination by either party, EMPACT agrees to provide backups of all CLIENT data or files for any CLIENT data stored on an EMPACT Cloud. This applies to data only. Programs, files, and documentation owned by EMPACT are not considered CLIENT data.

5)  Subscription Rates, Fees, and Taxes 
The SUBSCRIPTION FEE SCHEDULE (Provided upon request) sets forth the agreement between the parties as to subscription rates and fees. The subscriber agrees to pay all sales, use, value-added, personal property, or other taxes. 

6)  Copyrights 
Unless otherwise stated in writing by EMPACT, all content accessible on MxB is protected by copyright; always, it must be treated and protected as copyrighted material by Subscriber and Authorized Users. 

7)  Failure of Performance 
EMPACT shall not be liable for any delay, downtime, data error, or equipment incompatibilities, force majeure, or other failures of systems performance. EMPACT shall use commercially reasonable efforts to correct any material systems performance problems and may suspend systems performance pending completion of any correction.