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DocuSign Envelope ID: 1 F5180CC-F9F6-4D55-A9A8-581 CB73213A5
<br /> Exhibit A.2
<br /> Innovative Interfaces Incorporated
<br /> Perpetual License Agreement
<br /> General Terms and Conditions
<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 applicable, (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 /> 1. Software License.
<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 termination only as expressly specified hereunder.
<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 /> 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.
<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.
<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 Support Terms. Additional fees at
<br /> Innovative's then-prevailing professional service rates will apply for implementation of New Releases.
<br /> f. Innovative offers maintenance and support for the Software for an additional fee pursuant to the Support
<br /> Terms.
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