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13 <br /> NOW THEREFORE,the parties agree as follows: <br /> 1. Definitions In this Agreement the capitalized words set out below will have the following meanings: <br /> "Agreement" this Software and Maintenance Agreement effectively made between TripSpark and <br /> Licensee, and the attached exhibits, all of which form an integral part of this Agreement; <br /> "Confidential Information" all information obtained by the parties from each other under this Agreement,but does not <br /> include any information which at the time of disclosure is generally known by the public; <br /> "Documentation" the user documentation and training materials pertaining to the Software as supplied by <br /> TripSpark; <br /> "Hosting Services" specifications for the hosting services to be provided by TripSpark for the TripSpark <br /> Software, attached hereto as Exhibit D; <br /> "Software" the certain software as identified in Exhibit A,including all modifications of the Software <br /> developed for Licensee under this Agreement; <br /> "Statement of Work" the specifications for the services to be provided by TripSpark and the Licensee, attached <br /> hereto as Exhibit C; <br /> "Trade Secrets" the Software,Documentation,and other related information(including all modifications of <br /> the Software developed for Licensee) disclosed to Licensee under this Agreement, <br /> including trade secrets and other confidential and proprietary information of TripSpark; <br /> "Upgrades" generic enhancements to the Software that TripSpark generally makes available as part of <br /> its long term software support program. <br /> 2. Software License In consideration of payments to be made by Licensee to TripSpark as set out below, TripSpark <br /> agrees as follows: <br /> (a) TripSpark hereby grants to Licensee a personal, non-transferable, non-exclusive license to use a production <br /> copy of the object code version of the Software in the form supplied by TripSpark and on hardware approved <br /> by TripSpark as of the License Date referred to in Exhibit A("License Date")restricted to the places of business <br /> of the Licensee,for the Licensee's own operations,in accordance with the operational characteristics described <br /> in Exhibit A and Exhibit B. <br /> (b) TripSpark hereby grants to Licensee a personal, non-transferable, non-exclusive license to use the <br /> Documentation,but only as required to exercise the license granted herein. <br /> (c) Licensee may make one back-up copy of the Software as applicable. Licensee may use the Software solely to <br /> process Licensee's own data, and the software may not be used on a service bureau or similar basis to process <br /> data of others. <br /> (d) The license to use the TripSpark Transit Database is granted to Licensee solely for the development of internal <br /> reports by Licensee and for the integrated operation of TripSpark software components. Unless expressly <br /> included herein all other access rights to the TripSpark Transit Database are excluded from this Agreement,and <br /> the Licensee shall not develop or use, or authorize the development or use of, any other interfaces to or from <br /> the TripSpark Transit Database. <br /> (e) Other than the rights of use expressly conferred upon Licensee by this paragraph,Licensee shall have no <br /> further rights to use the Software or the Documentation, and shall not copy,reproduce,modify, adapt,reverse <br /> engineer, disassemble or translate them,without the express written authority of TripSpark. <br /> (f) Licensee acknowledges and agrees that the Software may record and transmit to TripSpark statistical and <br /> other information about Licensee's use of the Software ("Usage Data"),provided the Usage Data is collected <br /> in a form that does not contain any Licensee Confidential Information. <br />