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<br />4.19. “Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents,
<br />subcontractors, and legal advisors.
<br />4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and
<br />Professional Services as employees, agents, Subcontractors or independent contractors of
<br />CentralSquare.
<br />4.21. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work,
<br />CentralSquare Systems and any and all other information, data, documents, materials, works, and other
<br />content, devices, methods, processes, hardware, software, technologies and inventions, including any
<br />deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by
<br />CentralSquare or any Subcontractor in connection with Professional Services or Support Services
<br />rendered under this Agreement.
<br />4.22. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of
<br />CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic
<br />systems (including database management systems), and networks, whether operated directly by
<br />CentralSquare or through the use of third-party services.
<br />4.23. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and
<br />general support efforts to respond to incidents reported by Customer in accordance with the detailed
<br />Support Standards outlined in Exhibit 2.
<br />4.24. "Third-Party Materials" means materials and information, in any form or medium, including any software,
<br />documents, data, content, specifications, products, related services, equipment, or components of or
<br />relating to the Solutions that are not proprietary to CentralSquare.
<br />5. License, Access, and Title.
<br />5.1. License Grant. For any Solution designated as a “license” on Exhibit 1 (Solution(s) and Services Fee
<br />Schedule), Customer is granted a perpetual (unless terminated as provided herein), nontransferable,
<br />nonexclusive right and license to use the software for Customer’s own internal use for the applications
<br />described in the Statement of Work, in the applicable environment (e.g., production, test, training, or
<br />disaster recovery system) and in the quantity set forth in Exhibit 1 (Solution (s) and Services Fee
<br />Schedule). Additional software licenses purchased after the execution of this Agreement shall also be
<br />licensed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell,
<br />sublicense, create derivative works from/of, or transfer any software, or permit others to do said acts,
<br />except as provided in this Agreement. Any such unauthorized use shall be void and may result in
<br />immediate and automatic termination of the applicable license. In such event, Customer shall not be
<br />entitled to a refund of any license fees paid. Notwithstanding, Customer shall be entitled to use software
<br />at the applicable designated location for the purpose of the application(s) described in the Statement of
<br />Work to provide services for itself and other Affiliate governmental agencies/entities, provided that the
<br />Software is installed and operated at only one physical location. The Software license granted in this
<br />Agreement or in connection with it are for object code only and do not include a license or any rights to
<br />source code whatsoever.
<br />5.2. Access Grant. For any Solution designated as a “subscription” on Exhibit 1 (Solution(s) and Services Fee
<br />Schedule), so long as subscription fees are paid and current, (unless terminated as provided herein),
<br />Customer is granted a nontransferable, nonexclusive right to use the software for the Customer’s own
<br />internal use for the applications described in the Statement of Work, in the applicable environment (e.g.,
<br />production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1 (Solution(s)
<br />and Services Fee Schedule). Additional CentralSquare software subscriptions purchased after the
<br />execution of this Agreement shall also be accessed in accordance with the pro visions of this section.
<br />Customer shall not use, copy, rent, lease, sell, sublicense, create derivative works from/of, or transfer
<br />any software, or permit others to do said acts, except as provided in this Agreement. Any such
<br />unauthorized use shall be void and may result in immediate and automatic termination of the applicable
<br />access. In such event, Customer shall not be entitled to a refund of any subscription fees paid.
<br />Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the
<br />purpose of the application(s) described in the Statement of Work to provide services for itself and other
<br />Affiliate governmental agencies/entities. The subscription access granted in this Agreement or in
<br />connection with it are for object code only and do not include a license or any rights to source code
<br />whatsoever.
<br />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667
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