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<br /> 1.10 “Professional Services” means implementation, consulting and training services, including without
<br />limitation, technical services to facilitate setup and deployment of the Subscribed Services specified in a Statement of Work .
<br /> 1.11 “Rubicon Software” means Rubicon’s proprietary software programs used by Rubicon to provide the
<br />Subscribed Services (including, without limitation, all source code, object code, designs, copyrightable works, ideas,
<br />inventions, technology and other Intellectual Property Rights therein), as modified, enhanced or replaced by Rubicon from
<br />time to time. For the avoidance of doubt, Rubicon Software does not include Client Content.
<br /> 1.12 “Statement of Work” means a document executed by both parties that describes the Professional Services
<br />to be performed by Rubicon pursuant to the Professional Services Terms (as defined in Section 2.6), including without
<br />limitation, the project assumptions, specifications, scope, work plan, responsibilities, duration and fees for such Professio nal
<br />Services, which Statements of Work shall reference this Agreement and be sequ entially numbered. Each Statement of Work
<br />with the Professional Services Terms, and any exhibits, change orders and amendments to such Statement of Work, is a
<br />separate and independent contractual obligation of Rubicon from any other Statement of Work.
<br /> 1.13 “Subscribed Services” means Rubicon’s proprietary, web -based services set forth in an Order which are
<br />provided to Client on a subscription basis and enable use of the Rubicon Software through the System.
<br />1.14 “System” means the Rubicon Software and the server grade computers and related networks maintained by
<br />or on behalf of Rubicon and its third -party providers to host the Rubicon Software and provide the Subscribed Services to
<br />Client, all as hereafter modified, enhanced or replaced by Rubicon.
<br />1.15 “Third Party Offerings” means services delivered or performed by third parties independently of Rubicon
<br />related to the Subscribed Services, or other online, web -based CRM, ERP, or other business application subscription services,
<br />and any associated offline products provided by third parties, that interoperate with the Subscribed Services.
<br /> 1.16 “Work Product” means any software, data, documentation, graphics, text, code, inventions, pictures, audio,
<br />video, animations, enhancements, improvements, methods, processes, works of authorship, work -flow methods or other
<br />deliverables or any portions of the foregoing that Rubicon creates, whether alone or jointly, while performing Professional
<br />Services or any other services hereunder. Work Product excludes: (a) the Subscribed Services; (b) the System; (c) any
<br />generic routines or code that have general application to the Rubicon Software or System; and (d) all modifications,
<br />alterations, derivative works and enhancements to the foregoing, and all copies thereof.
<br />2. Services.
<br />2.1 Subscribed Services. Subject to the terms and conditions set forth herein, including without limitation,
<br />Client’s payment of all applicable fees, Rubicon hereby agrees to provide the Subscribed Services, and in connection
<br />therewith, Rubicon hereby grants to Client during the term of the applicable Order a non-exclusive, non-transferable, non-
<br />sublicensable, limited right and license to (a) access and use of the Subscribed Services subject to the terms specified in the
<br />SOW and as specified in the applicable Order, solely for Client’s internal use; (b) to transmit and receive Client Content to
<br />and from the System; and (c) use the Documentation in connection with such rights. The rights granted to Client pursuant to
<br />any Order shall terminate upon the termination or expiration of this Agreement or the applicable Order for any reason. All
<br />rights not expressly granted to Client are reserved by Rubicon and its licensors.
<br />2.2 Limitations. Client shall not: (a) access or use any portion of the Subscribed Services or System except as
<br />expressly authorized pursuant to an Order; (b) cause or permit decompilation, reverse assembly or reverse engineering of all
<br />or any portion of the Subscribed Services or System; (c) copy any ideas, features, functions or graphics of the Subscribed
<br />Services or System or modify or make derivative works based upon the Subscribed Services or System; (d) delete, fail to
<br />reproduce or modify any patent, copyright, trademark or other proprietary right s notices which appear on or in the Subscribed
<br />Services, System or Documentation; or (e) directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or l ease
<br />the Subscribed Services or System, or any portion thereof, for third party use, third party training, facilities management or
<br />time-sharing, or use as an application service provider or service bureau. Without limiting the foregoing, Client may not use
<br />the Subscribed Services or System to: (i) send or store material containing viruses, worms, Trojan horses or other harmful
<br />computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Subscri bed
<br />Services, System or the data contained therein; or (iii) attempt to gain unauthorized access to the Subscribed Services or
<br />System.
<br />2.3 Support. Client will be responsible for providing first line maintenance and support to its authorized end
<br />users in connection with the Subscribed Services. Qualified employees of Client who have been tra ined on use of the
<br />DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6
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