SOFTWARE LICENSE AND SERVICES AGREEMENT

This Software License and Services Agreement (the “Agreement”), effective the ___ day of _________ 20__ (the “Effective Date”), is made by and between Tamr, Inc., a Delaware corporation with offices at 66 Church Street, Cambridge, MA 02138 (“Tamr”), and __________________, a _________________ corporation with a principal place of business at ________________________________________(“Licensee”).

1. DEFINITIONS

  1. Documentation means the technical specifications contained in the user and system documentation that Tamr generally makes available to its licensees for use with the Software.
  2. Maintenance and Support Services mean those services provided by Tamr pursuant to Section 3.1 hereof, which includes the provision of Updates/Upgrades.
  3. Maintenance Period means a twelve (12) month period for which Licensee has purchased Maintenance and Support Services for the Software, the first of which shall commence on the Effective Date of the Order Schedule, or such other term mutually agreed by the parties in an Order Schedule.
  4. Order Schedule means each Tamr ordering document signed by the duly authorized representatives of both parties, which identifies the Software or Services ordered by Licensee from Tamr and which incorporates the terms and conditions of this Agreement by reference and is attached as Exhibit A.
  5. Services mean Maintenance and Support Services.
  6. Software means each software program (solely in object code form) of Tamr and its suppliers (where applicable) licensed by Licensee pursuant to an Order Schedule and governed by this Agreement, including any Updates/Upgrades or copies provided hereunder, and the related Documentation.
  7. Subsidiary means an entity in which Licensee owns more than fifty percent (50%) of such entity’s voting securities.
  8. Updates/Upgrades means any subsequent release of the Software, which Tamr generally provides to its customers who are enrolled in, and fully paid-up under, Maintenance and Support Services. Updates/Upgrades do not include any Software that is marketed and priced separately by Tamr.

2. SOFTWARE LICENSE

2.1 License. Subject to the terms and conditions of this Agreement and applicable Order Schedule, Tamr hereby grants to Licensee, for its own internal business operations, a non-exclusive, non-transferable, license to install, execute and use the Software set forth in the applicable Order Schedule, installed at Licensee’s site or on a hosted basis, as indicated on the Order Schedule, for the term set forth in the Order Schedule, in accordance with its related Documentation. Other restrictions on the scope and use of the Software may be set forth in the applicable Order Schedule.

2.2 Order, Delivery and Copies. Where the Software will be used at the Licensee site instead hosted by Tamr or its hosting provider, an order for Software licenses shall be delivered either by means of (a) an electronic mail from Tamr that will provide Licensee with a link to access Tamr’s web site and instructions for downloading the Software or (b) to the extent that Licensee is unable to download the Software, a CD or other electronic media with the Software. Notwithstanding anything to the contrary herein, Licensee may make a reasonable number of copies of the Software for the sole purpose of backing-up and archiving the Software. Each copy of the Software is subject to all of the terms and conditions of this Agreement and Licensee must retain all titles, trademarks, and copyrights as delivered in the original.

2.3 Restrictions. Licensee’s use of the Software is limited to the equipment and operating system configurations specified in the Documentation. Tamr and its suppliers reserve any and all rights, implied or otherwise, which are not expressly granted to Licensee hereunder, and retain all rights, title, interest and ownership in and to the Software and any modifications, updates, upgrades, inventions and derivatives related thereto. Licensee shall not modify, adapt, resell, rent, lease, loan, create or prepare derivative works based upon the Software or any part thereof. Licensee may not use the Software as a service bureau, as an application service provider, to perform consulting or training services for a third party or in any commercial time share arrangement. Licensee may not use the Software in contravention to any applicable laws or government regulations. Licensee shall not decompile, disassemble or otherwise reverse engineer the Software. If the immediately foregoing provision is prohibited by applicable law, Licensee shall provide Tamr with a detailed prior written notice of any such intention to reverse engineer the Software and shall provide Tamr with a right of first refusal to perform such work. Licensee shall take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Software.

2.5 Subsidiaries. Licensee may make the Software available to any Subsidiary if such use of the Software by Subsidiary is expressly licensed in an Order Schedule subject to this Agreement, provided that all licensing restrictions are complied with in the aggregate by Licensee and Subsidiary, and that Licensee and Subsidiary are jointly and severally obligated and liable hereunder.

2.6 Escrow. Licensee may enroll as a beneficiary under Tamr’s current escrow agreement, at Licensee’s cost and expense (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Tamr shall deposit a copy of its proprietary source code with the escrow agent, who may release a copy of the source code in accordance with the terms of the Escrow Agreement. Licensee shall have the right to use the source code in accordance with the terms of the Escrow Agreement, solely for its internal support and maintenance of the Software for the duration of its license.

3. SERVICES

3.1 Maintenance and Support Services. During a Maintenance Period, Tamr will provide Licensee with Updates/Upgrades and the level of Maintenance and Support Services set forth in accordance with Tamr’s then–current Maintenance and Support program, the current version of which is attached hereto as Exhibit B. Maintenance and Support Services are provided only for the latest revision of the current and the one prior major release of the Software, and do not apply to any deliverables that may be provided by Tamr to Licensee as part of other professional services. If Tamr provides support for earlier versions of the Software, such support will be treated, billed, and paid for, as other professional services in accordance with Tamr’s then current rates for such professional services. Tamr makes no representation or warranty that all bugs will be fixed or all Software will be updated.

3.2 Professional Services and Training. In the event Licensee requests Tamr to provide any professional services or training related to the Software, a description of the services and applicable services shall be set forth in an Order Schedule or a mutually agreed statement of work signed by both parties. Unless otherwise agreed by the parties in a SOW, Tamr shall own all rights, title and interest in any deliverable created pursuant to this Agreement; provided, however, that (i) Tamr hereby grants Licensee a license to use the deliverable during the term of this Agreement for purposes of use of the Software and (ii) Licensee shall retain ownership of its pre-existing intellectual property and any Licensee data input or output from the Software.

4. FEES AND PAYMENT TERMS

Licensee shall pay Tamr the fees, charges and other amounts specified in an Order Schedule within thirty (30) days of the date of invoice. Tamr is expressly authorized by Licensee to invoice: (a) for such Software upon delivery and (b) in advance for the provision of Services unless otherwise set forth in the applicable Order Schedule. In addition to paying the applicable fees, Licensee shall also pay all reasonable pre-approved travel and out-of-pocket expenses incurred by Tamr in connection with any professional services rendered. Licensee shall provide a purchase order or notice that a purchase order is not required for purchase or payment prior to the shipment of any Software or the provision of any Services. Overdue balances are subject to a service charge equal to the lesser of 1.5% per month or the maximum legal interest rate allowed by law. Licensee shall be responsible for taxes levied on any transaction under this Agreement, including all federal, state, and local taxes, levies and assessments, excluding any tax based on Tamr’s income.

5. CONFIDENTIALITY

5.1 Confidential Information. Each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature. A party will not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party, nor make use of any of the other party’s Confidential Information except in its performance under this Agreement. Each party accepts responsibility for the actions of its agents or employees and shall protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The parties expressly agree that the Software and the terms and pricing of this Agreement are the Confidential Information of Tamr. Licensee will not remove or destroy any proprietary markings or restrictive legends placed upon or contained in the Software. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.

5.2 Exclusions. Information will not be deemed Confidential Information hereunder if such information: (a) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (b) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

6. LIMITED WARRANTY

6.1 Warranty. Tamr warrants that: (a) it has the right to grant the license to use the Software as set out in this Agreement; and (b) for a period of ninety (90) days following the initial delivery of the Software to Licensee, the Software will perform in substantial conformity with the Documentation.

6.2 No Other Warranty. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6.3 Remedy. If the above warranties are breached, Tamr will, at its option and at no cost to Licensee, (a) provide remedial services necessary to enable the Software to conform to the warranty, or (b) replace any defective Software, or (c) refund amounts paid in respect of the defective Software. Tamr’s warranty obligations will only extend to material errors that can be demonstrated to exist in an unmodified version of the Software except where the modifications were carried out by Tamr or with its written approval. Licensee will notify Tamr promptly in writing of any breach of warranty. Licensee will provide Tamr with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. The remedies set out in this subsection are Licensee’s sole remedies for breach of the above warranties.

7. LIMITATION OF LIABILITY.

7.1 Consequential Damage Waiver. EXCEPT AS MAY ARISE OUT OF EITHER PARTY’S BREACH OF SECTION 5, NEITHER PARTY (NOR TAMR’S SUPPLIERS) WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING COSTS, IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF THE SOFTWARE OR SERVICES, OR THE PERFORMANCE OF ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES OR IS NEGLIGENT.

7.2 Limitation of Liability NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE TOTAL LIABILITY OF TAMR (INCLUDING ANY OF ITS SUPPLIERS) TO LICENSEE FOR ANY CLAIM UNDER THIS AGREEMENT AND ANY ORDER SCHEDULE, WHETHER IT ARISES BY STATUTE, TORT, CONTRACT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO TAMR UNDER ANY ORDER SCHEDULE FOR THE SOFTWARE OR SERVICES IN THE TWELVE (6) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. THE FOREGOING LIMIT DOES NOT APPLY TO TAMR’S OBLIGATIONS UNDER SECTIONS 5 AND 8. THE PROVISIONS OF THIS AGREEMENT ALLOCATE RISKS BETWEEN THE PARTIES. THE PRICING SET FORTH IN THE ORDER SCHEDULES REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

8. INTELLECTUAL PROPERTY INDEMNIFICATION

8.1 Indemnity. Tamr shall defend Licensee (at Tamr’s expense) against any claim or suit brought by a third party against Licensee alleging that the Software, or any part thereof, infringes upon a U.S. or European Union patent, or any copyright or misappropriates a trade secret of a third party. Tamr shall pay any damages finally awarded to such third party by a court of competent jurisdiction resulting from such claim or suit, or agreed to in a written settlement by Tamr. Tamr’s obligations under this Section shall arise only if: (a) Licensee promptly notifies Tamr in writing of any such claim or suit in writing within seven (7) days of learning of any action, or any threatened action; (b) Tamr has sole control of the defense and settlement of such claim or suit; and (c) Licensee fully cooperates with Tamr. If the Software, or any part thereof, is held to infringe a copyright or misappropriate a trade secret, or in Tamr’s sole discretion, is likely to infringe a copyright, Tamr (at Tamr’s sole option) shall (i) procure for Licensee the right to continue using the Software; (ii) replace or modify the Software with products of equivalent functionality; or (iii) in the event of a perpetual license, refund to Licensee an amount equal to the Licensee fee paid by Licensee for the affected Software as depreciated on a straight-line basis over a period of three (3) years following delivery of the Software in accordance with the terms of this Agreement, or, in the event of a subscription license, refund to Licensee the fees paid for the Software for the remainder of the subscription term. Tamr shall have no responsibility under this Section if the suit or claim arises from: (v) modification of the Software not carried out by Tamr; (w) Licensee’s failure to install an Update/Upgrade that would have avoided the alleged infringement; (x) failure to use the Software in accordance with the Documentation; (y) Tamr’s compliance with Licensee’s designs or specifications; or (z) combination of the Software with products not provided by Tamr.

8.2 Sole Obligation. This Section 8 states Tamr’s sole obligation and Licensee’s sole remedy concerning any claim that the Software infringes or misappropriates any intellectual or proprietary rights of any third party.

9. USAGE VERIFICATION

This Section 9 shall apply in cases where the Software is not being hosted by Tamr or its hosting provider. At Tamr’s written request, and no more than every six (6) months, Licensee shall provide Tamr with a signed certification (a) verifying that the Software is being used pursuant to the provisions of this Agreement and (b) listing all copies and the respective locations of the Software. In addition to the foregoing, at Tamr’s written request, and no more than annually, Licensee will permit Tamr to review and verify Licensee’s deployment and use of the Software for compliance with the terms and conditions of this Agreement and the applicable Order Schedule, at Tamr’s expense. Any such review shall be scheduled at least ten (10) days in advance, shall be conducted during normal business hours at Licensee’s facilities, and shall not unreasonably interfere with Licensee’s business activities. Licensee agrees to maintain all log files and provide Tamr access to such files during the review. If Licensee’s use of the Software is found to be greater than contracted for, Licensee will be invoiced for the additional licenses and the unpaid license fees shall be payable in accordance with this Agreement. Licensee also acknowledges that the Software may include password protection, anti-copying subroutines or other security measures designed to monitor the usage of the Software for license management purposes and Licensee will take no action to circumvent or otherwise tamper with such measures.

10. TERMINATION

This Agreement or an Order Schedule hereunder may be terminated (a) by mutual agreement of Tamr and Licensee, (b) by either party if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty (60) days of such filing, or (c) by either party if the other party materially breaches this Agreement and fails to cure such breach to such party’s reasonable satisfaction within thirty (30) days following receipt of written notice thereof. Upon any termination of this Agreement or an Order Schedule, all applicable licenses are also terminated, and Licensee shall immediately cease use of the applicable Software and certify in writing to Tamr within thirty (30) days after termination that Licensee has destroyed or returned to Tamr such Software and all copies thereof. However, if this Agreement is terminated, but not outstanding Order Schedule(s), the terms and conditions of this Agreement shall continue to govern such Order Schedules. Termination of the term of this Agreement or an Order Schedule shall not limit either party from pursuing any remedies available to it, including injunctive relief, or relieve Licensee of its obligation to pay all fees that have accrued, have been paid, or have become payable by Licensee hereunder. All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement (including, without limitation, the provisions of Sections 4, 5, 6, 7, 8, 9, 10 and 11) shall survive such termination.

11. GENERAL PROVISIONS

11.1 Entire Agreement and Controlling Documents. This Agreement, including any Order Schedules, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Only a written instrument that refers to this Agreement or the applicable Order Schedule and is duly signed by the authorized representatives of both parties may amend this Agreement or such Order Schedule. The terms and conditions contained in any purchase order issued by Licensee shall be of no force or effect, even if the order is accepted by Tamr. In the event of a conflict in terms among the Agreement and an Order Schedule, the Agreement shall control unless the Order Schedule expressly states the provision that it intends to amend. This Agreement shall apply to all Software and Services ordered by Licensee or delivered to Licensee by Tamr.

11.2 Assignment. This Agreement shall be binding upon and for the benefit of Tamr, Licensee and their permitted successors and assigns. Licensee may not assign its rights under this Agreement either in whole or in part without the prior written consent of Tamr. Tamr shall have the right to assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of the assets to which this Agreement relates. Any attempted assignment or delegation without such consent will be void.

11.3 Export. Licensee acknowledges that the export of any Software is subject to export or import control and Licensee agrees that any Software or the direct or indirect product thereof will not be exported (or re-exported from a country of installation) directly or indirectly, unless Licensee obtains all necessary licenses from the U.S. Department of Commerce or other agency as required by law.

11.4 US Government Rights. The Software is a “Commercial Item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), and is comprised of “commercial computer software” and “commercial computer software documentation”. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this License as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data), as well as Part 27.405(b)(2) of the Federal Acquisition Regulation (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this License as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software or technical data under this License. Any restrictive markings or legends on the software shall not be removed by any party.

11.5 Governing Law; Jurisdiction. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Each party consents to, and agrees that each party is subject to, the exclusive jurisdiction of the District Court of Massachusetts or the Suffolk Superior Court of the Commonwealth of Massachusetts with respect to any actions for enforcement of or breach of this Agreement.

11.6 Headings; Counterparts. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be an original instrument. Once signed, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) shall be considered an original.

11.7 Relationship of the Parties. Tamr and Licensee are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.

11.8 Force Majeure. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.

11.9 Notices. Any demand, notice, consent, or other communication required by this Agreement must be given in writing and shall be deemed delivered upon receipt when delivered personally or upon confirmation of receipt following delivery by internationally recognized overnight courier service, in each case addressed to the receiving party at its address set forth on an Order Schedule, with a copy to the Legal Department at the address first listed above for each party. Either party may change its address by giving written notice of such change to the other party.

11.10 Waiver and Severability. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.

11.11. Use of Name and Customer Reference. Licensee agrees that (a) Tamr may use Licensee’s name in Tamr’s customer list, b) it will serve as a customer reference, and, (c) upon approval by Licensee, it will issue a press release and case study generally describing the parties’ relationship under this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

Tamr, Inc. Licensee:
By: By:
Name: Name:
Title: Title:
Date: Date:

Exhibit A
Order Form

The Order is governed exclusively by the terms and conditions of the XXXXXXXXXXXXXXXXXX Agreement.

Software License Term License Fees
Professional Services / Training Professional Services / Training Fees
Subtotal License Fees
Subtotal Professional Services / Training Fees
TOTAL FEES

Customer’s Purchase Order Requirements for Invoicing Purposes (CUSTOMER TO SELECT ONE OF THE BELOW OPTIONS – Please place a check / X in one of the boxes below)

Customer’s Purchase Order (PO) is attached to the Order;

Customer’s Purchase Order (PO) is required and will be generated by Customer, and sent to Tamr; or

Customer does not require a Purchase Order (PO) for the Software and/or Services set forth in the Order;
Customer is authorized to make payments based on the terms of the Agreement. (If selected, please complete Bill To and Ship To information.)

Customer’s Contact Info

Technical Contact
Contact:
Telephone Number:
Email Address:
Billing
Telephone Number:
Email Address:

Customer’s Invoicing Info

Bill To Address:
Ship To Address:

Exhibit B
Maintenance and Support Services

I.  SUPPORT

Support is available for the Software indicated on an applicable Order Schedule for the Subscription Term set forth therein.  Requests for Support should be submitted to Tamr’s Customer Support Center (“Support Center”) by email, phone, or website. (Contact information for the Support Center is set forth below and is subject to change.)

Licensee will designate up to five (5) key contacts for the delivery of product information and coordination of support requests (the “Business Administrators”). Licensee may change the Business Administrators upon written notice to Tamr.

Support is available 9 a.m. through 5 p.m., Monday-Friday, U.S. Eastern Time, excluding US Federal holidays, which shall mean New Year’s Day, MLK Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Contact information for the Tamr Support Center:

Email: help@tamr.com
Phone: (857) 309-4843

II. INCIDENT RESPONSE AND RESOLUTION TARGETS

Licensee must submit all support requests to the Support Center via email, phone or website. When submitting a support request, Licensee must 1) provide Tamr with all information necessary for Tamr to process the request and 2) respond promptly to Tamr with any information reasonably requested to clarify the support request.

Upon receipt of the support request, Tamr will acknowledge the request and the associated priority level based on the classifications specified below. Incidents are escalated through the Tamr Support organization, ending, if necessary, with Tamr’s Chief Executive Officer. The number of incidents logged is available from your assigned Tamr representative.

Issue Severity Category Criteria Tamr Response Time Targets Resolution Plan Targets
1 Issue halts Licensee’s ability to use the Software or has a significant impact on the business. Tamr will respond to Licensee’s email or phone notification within 2 hours Work will start immediately upon acknowledgment and will continue until a resolution is in place. A resolution or action plan will be communicated within four business hours.
Note: A customer contact must be available in Severity 1 situations to provide information required for problem diagnosis and to test/confirm the resolution.
2 Issue is causing significant or degraded loss of use, yet the Software can continue to operate in a restricted fashion. Tamr will respond to Licensee’s email or phone notification within 4 hours The issue will be researched and a resolution or action plan will be communicated within eight business hours.
3 Issue has normal time criticality, delivery is not imminent, and there is little or no work stoppage resulting from this issue. Tamr will respond to Licensee’s email or phone notification within 12 hours The issue will be researched and a resolution or action plan will be communicated within 36 business hours.

III. Support Exceptions.

Tamr has no obligation to correct an Issue if

(i) it is solely caused by Licensee’s negligence or by;

(ii) it is solely caused by unauthorized modifications or enhancements to the Software made by Licensee;

(iii) Licensee fails to utilize the latest Software version or the immediately preceding major Enhancement release (e.g. X.x.x) and the Issue is corrected in such Enhancement and available to Licensee as part of Support; or

(iv) the Issue occurs in a third party product not available from Tamr.

Upon the request of Licensee, Tamr will attempt to correct a defect not covered under Support at Tamr’s then-effective rates or at the Agreement rates, whichever is less.

IV. Update, Enhancement, and Documentation Updates.

Tamr shall provide Licensee with all Updates, Enhancements, and corresponding Documentation made available to other Software licensees who subscribe to support.