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Delerrok Confidential Page 1 of 21 <br />EXHIBIT A <br />GENERAL TERMS AND CONDITIONS <br /> <br />1. DEFINITIONS <br /> <br />In addition to the definitions in exhibits to this Agreement, the following definitions apply: <br /> <br />1.1 “Documentation” means the operating manuals; user manuals; guides; service descriptions; <br />service specifications; training materials; technical manuals; and support materials; relating to the <br />Products and provided by or on behalf of Delerrok to AGENCY. <br /> <br />1.2 “Equipment” means any tangible items such as Readers, computer equipment, hardware, <br />accessories, parts, replacement parts and upgrades, including any embedded Software, and their published <br />Documentation, provided by Delerrok hereunder, regardless of manufacturer. <br /> <br />1.3 “Permitted Units” means the sum of the Equipment in use under this Agreement as provided in <br />Exhibit B. <br /> <br />1.4 “Price” means the prices listed in attached hereto as Exhibit B. <br /> <br />1.5 “Services” means support services as provided in Exhibit B. <br /> <br />1.6 “Specifications” means the technical and functional features of the Equipment as specified in <br />the product specifications. <br /> <br />1.7 “Statement of Work” or “SOW” means a document signed by the parties in Exhibit B <br />hereunder which details the TouchPass Hosted Services and Equipment to be provided. <br /> <br />1.8 “TouchPass Hosted Services” means the services to be accessed by AGENCY utilizing <br />Delerrok software hosted at one or more Delerrok contracted cloud services facilities, including services <br />as provided in Exhibit B. <br /> <br />1.9 “TouchPass System” means all the Delerrok hardware, whether owned by Delerrok or by a <br />third party, and Delerrok software, whether hosted on Delerrok’s hardware or at one or more Delerrok <br />contracted cloud services facilities, used to provide the TouchPass Hosted Services <br /> <br />2. EQUIPMENT, SOFTWARE and TOUCHPASS HOSTED SERVICES LICENSE <br /> <br />2.1 TouchPass Hosted Services License. Subject to payment by AGENCY as provided herein, <br />Delerrok grants to AGENCY a non-exclusive, royalty-free, global right and license to access and use the <br />TouchPass Hosted Services for the Term or, if longer, the term specified in any applicable SOW Form or <br />SOW. <br /> <br />2.2 Equipment. AGENCY shall make payment for the equipment as provided herein upon delivery <br />and acceptance of said equipment. <br /> <br />2.3 Restrictions. Except as specified otherwise, AGENCY will not: (i) copy the TouchPass Hosted <br />Services, any component or software thereof, or any Documentation; (ii) remove Delerrok’s proprietary <br />rights notices; (iii) alter, decompile, reverse engineer, disassemble, or create derivative works from the <br />TouchPass Hosted Services or Documentation; (iv) export the TouchPass Hosted Services or <br />Documentation to any country where such export is prohibited by U.S. laws or (v) use the TouchPass <br />Hosted Services or Documentation as part of a hosted, leased or subscription service for the benefit of any <br />third party. AGENCY will not copy, translate, modify, decompile, disassemble, reverse engineer or adapt <br />DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51