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Exhibit A.2
<br />Innovative Interfaces Incorporated
<br />Perpetual License Agreement
<br />General Terms and Conditions
<br />
<br />The parties agree that their contractual relationship with respect to the Software will be governed by the
<br />terms and conditions of (1) this Perpetual License Agreement General Terms and Conditions (“GTCs”), (2) the
<br />applicable Innovative Interfaces Incorporated Perpetual License Agreement(s) (each, a “License Agreement”), (3)
<br />the Innovative Interfaces Incorporated Maintenance and Support Terms (“Support Terms”), if a pplicable, (4) the
<br />Innovative Interfaces Incorporated Hosting Terms (“Hosting Terms”), if applicable, and (5) all other applicable
<br />exhibits, schedules and terms and conditions referenced by or in the GTCs, License Agreement(s), Support Terms
<br />and Hosting Terms. Each License Agreement, together with the terms and conditions of this GTC, Support Terms
<br />and Hosting Terms and all applicable exhibits or schedules incorporated by reference or referenced therein will
<br />constitute and be construed as a separate agreement. Unless otherwise specified, capitalized terms in these GTCs
<br />have the same meaning as those in the License Agreement.
<br />
<br />1. Software License.
<br />
<br />a. Subject to the terms and conditions of this Agreement, including without limitation Client's payment of all of
<br />the Fees (defined below) due hereunder, Innovative hereby grants to Client a limited, nonexclusive, non -sub-
<br />licensable, nontransferable license to use the components of its software applications, modules, and other products
<br />that are listed in the Pricing Exhibit to the License Agreement (collectively, the "Software"). The license granted in
<br />the preceding sentence will be perpetual, subject to term ination only as expressly specified hereunder.
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<br />b. Client and, where applicable, its Authorized Users (defined below) may use the Software (including any
<br />Client Configurations) (i) only for the management of the library and for servicing its patrons (including permitting
<br />Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or
<br />similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other
<br />terms of this Agreement. Client will be responsible for its Authorized Users' compliance with the terms hereof.
<br />Without limiting the foregoing, Client agrees that it and its Authorized Users will: (i) comply with all applicable laws
<br />regarding the transmission of data, including, without limitation, any applicable export control and data protection
<br />laws; and (ii) not use the Software for illegal purposes.
<br />
<br />c. Subject to Section 11 (Client Configurations), other than Innovative, no one is permitted to copy, modify ,
<br />reverse engineer, decompile, or disassemble the Software, create derivative works thereof, or separate the
<br />Software into its component files. All rights to the Software that are granted to Client in this Agreement are limited
<br />to the object code versions of the Software and in no event will Client be deemed to have any right, title or interest
<br />in the source code of the Software. Despite the perpetual nature of the limited license to the Software granted
<br />hereunder, Client acknowledges that all copies of the Software and associated Innovative documentation and
<br />materials shall be returned to Innovative upon termination of the Agreement for any reason.
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<br />d. The Software may be used by the base number of Client's worldwide employees, third-party auditors,
<br />agents and contractors ("Authorized Users") set forth in the Pricing Exhibit to the License Agreement for such
<br />Software and such additional Authorized Users as may be hereafter identified to Innovative by Client for which
<br />Client pays the additional Fees referred to in Section 4(a) of this Agreement. Each Authorized User license is
<br />allocable to a single full-time user of the Software and may be transferred to another user only on a full-time basis.
<br />Authorized User license(s) may not be shared on a part time or concurrent user basis.
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<br />e. Except to the extent set forth in the Support Terms, the license granted to Client pursuant to this Agreement
<br />does not include license to use all new scheduled major releases, service pack releases, and hot fixes of the
<br />Software offered generally by Innovative to its clients during the term of this Agreement (collectively, "New
<br />Releases"). Even if New Releases are provided to Client pursuant to active Support Terms, "New Releases" do
<br />not include new or additional modules, applications or other software now or hereafter offered by Innovative, each
<br />of which require a separate license and payment of additional license fees. The term “Software” will be deemed to
<br />include New Releases that have been provided to Client pursuant to active Suppo rt Terms. Additional fees at
<br />Innovative's then-prevailing professional service rates will apply for implementation of New Releases.
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<br />f. Innovative offers maintenance and support for the Software for an additional fee pursuant to the Support
<br />Terms.
<br />DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2
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