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DocuSign Envelope ID:77803446-26E8-4424-B3DD-15F947931AE8 <br /> business methods, technical developments, artwork, maintain any Third-Party Software license during the <br /> software,programming,applets,scripts,and designs. course of this Agreement. Licensee shall use any <br /> Third-Party Software without any additional fees or <br /> 1.8 License Fee. "License Fee" shall mean the charges. <br /> applicable license fee for the Licensed Products. <br /> 1.20 Updates. "Updates" means Software issued <br /> 1.9 Licensed Products. "Licensed Products" by BCS to its licensees that have an agreement for <br /> shall mean the Software described in each Schedule, maintenance or support in effect and current on <br /> the Documentation for the Software. payments for said maintenance.Updates include major <br /> and minor upgrades to the BCS software, bug fixes, <br /> 1.10 Maintenance Services. "Maintenance corrections and other similar modifications. <br /> Services"has the meaning set forth in Section 4.3. <br /> 2. Grant and Scope of License. <br /> 1.11 Party. "Party" shall mean the "BCS" or <br /> "Licensee,"individually as the context so requires;and 2.1 Grant of License. BCS has the right to and <br /> "Parties" shall mean the "BCS" and "Licensee," hereby grants to Licensee a perpetual, non-exclusive <br /> collectively. license to use those Licensed Products described on <br /> each Schedule for its normal business purposes, <br /> 1.12 Personnel. "Personnel" shall mean and commencing upon the delivery to Licensee of such <br /> include a Party's directors,officers,employees,agents, Licensed Products and continuing thereafter until <br /> auditors,consultants,outsourcers and subcontractors. terminated in accordance with the provisions of this <br /> Agreement or the applicable Schedule. With respect to <br /> 1.13 Proprietary Information. "Proprietary any license designated on the applicable Schedule as a <br /> Information" and "Proprietary Data" shall have the seat license, such license shall only apply to the <br /> same meaning as Confidential Information. number of seat licenses purchased under such <br /> Schedule. <br /> 1.14 Schedule. "Schedule" shall mean each 2.2 Schedules. Each Schedule, when executed <br /> schedule executed by Licensee and BCS. <br /> by an authorized representative of both Parties, shall <br /> constitute a separate agreement and each such <br /> 1.15 Scheduled Delivery Date. Scheduled Schedule incorporates therein all of the terms and <br /> Delivery Date" shall mean the date the Licensed conditions of this Agreement. The Parties shall work <br /> Products are scheduled to arrive at the Installation Site together to ensure that each Schedule is consecutively <br /> pursuant to the applicable Schedule. numbered to facilitate identification and includes, to <br /> the extent applicable, those particulars set forth in the <br /> 1.16 Service Bureau Arrangement. "Service Schedule attached hereto and such other terms and <br /> Bureau Arrangement" means any alTangement conditions as the Parties may wish to include. <br /> whereby Licensee makes the Software available to <br /> third parties for a fee to allow such third parties to 2.3 Use Limitations. Licensee agrees that except <br /> enjoy the benefits of the Software. to the extent permitted herein, as permitted by <br /> applicable copyright law, or as permitted in a <br /> 1.17 Software. "Software" shall mean BCS's Schedule,it will not modify, de-compile, disassemble, <br /> proprietary software, in machine-readable, compiled or reverse engineer the Software,in whole or in part. <br /> object code format only(unless otherwise specified in <br /> a schedule), including any Updates but excluding any 2.4 Copies. Licensee may make such additional <br /> Third Party Software. copies of each of the Licensed Products as it <br /> reasonably requires to use the Licensed Products, and <br /> 1.18 Specifications. "Specifications" shall mean for back-up testing, disaster recovery or archival <br /> the standard published specifications for the Software, purposes, and shall be entitled to keep copies of the <br /> together with other mutually agreed to specifications Licensed Products off Licensee's premises for <br /> for the Software as identified in a Schedule. purposes of safekeeping, without payment of an <br /> additional license fee therefor. <br /> 1.19 Third Party Software. "Third Party <br /> Software" shall mean any computer programs or 2.5 Title. As between BCS and Licensee, BCS <br /> Intellectual Property developed or owned by third retains title to the Licensed Products and associated <br /> parties that are incorporated into the Software or Intellectual Property provided by it hereunder and BCS <br /> provided by BCS to Licensee for use with the does not convey any proprietary interest therein to <br /> Software. BCS warrants and represents that it has Licensee other than the licenses and rights as specified <br /> authority to license or sublicense any Third-Party herein. Title to the media on which the licensed <br /> Software incorporated in the Software to Licensee. materials are recorded shall pass to Licensee on <br /> BCS further warrants and represents that it shall delivery. <br /> 2 <br /> CORE/0804998.0008/128897050.2 <br />