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attached hereto. Licensed Products shall include any updates or upgrades to the Licensed Products that
<br /> Azteca Systems may at its discretion deliver to Licensee.Products includes but is not limited to Software,
<br /> Online Services,and Documentation licensed under the terms of this license Agreement.
<br /> k. "Login"means a license that allows Licensee to permit a single authorized named end user to use the
<br /> Software,Data,and Documentation installed on a server and accessed from a computer device.
<br /> 1. "Online Services"means any Internet-based system,including applications and associated APIs,hosted by
<br /> Azteca Systems or its licensors,for storing,managing,publishing,and using Cityworks software and data,
<br /> and other information.
<br /> m. "Ordering Document(s)"means a sales quotation,purchase order,or other document identifying the
<br /> Products that Licensee orders.
<br /> n. - "Preview"means any alpha,beta,or prerelease Product.
<br /> o. "Sample(s)"means sample code,sample applications,add-ons,or sample extensions of Products.
<br /> p. "Server"means each single instance of an operating system,whether physically installed on a computer or
<br /> within a virtualized environment.
<br /> q. "Software"or"Cityworks Software"means all or any portion of Azteca Systems proprietary software
<br /> technology,excluding data,accessed or downloaded from an Azteca Systems(Cityworks)authorized website
<br /> or delivered on any media in any format including backups,updates,upgrades,and service packs.
<br /> r. "Standard Maintenance"or"Maintenance Addendum"shall mean the Standard Software Maintenance&
<br /> Support Addendum#2.
<br /> s. "Term License"means a license or access provided for use of a Product for a limited time period("Term")
<br /> or on a subscription or maintenance basis as specified herein.
<br /> ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
<br /> Products are licensed,not sold.Azteca Systems and its licensors own Products and aII copies,which are protected by
<br /> United States and applicable international laws,treaties,and conventions regarding intellectual property and
<br /> proprietary rights including trade secrets. This Agreement does not transfer ownership rights of any description in
<br /> the Software,materials,or services to Licensee or any third party. Licensee agrees to use reasonable means to
<br /> protect Products from unauthorized use,reproduction,distribution,or publication.Azteca Systems and its third-party
<br /> licensors reserve all rights not specifically granted in this Agreement including the right to change and improve
<br /> Products.
<br /> ARTICLE 3—GRANT OF LICENSE
<br /> 3.1 Grant of License. Subject to the terms of this Agreement,Azteca Systems grants to Licensee a personal,
<br /> nonexclusive,nontransferable license solely to use the Products as set forth in Addendum#1 —Product Licensing(i)
<br /> for which the applicable license fees have been paid;(ii)for Licensee's own internal use;and(iii)in accordance with
<br /> this Agreement and the configuration ordered by Licensee or as authorized by Azteca Systems;and(iv)for the
<br /> applicable Term or until terminated in accordance with Article 5. License types may include,but are not limited to
<br /> Login,Workgroup,Departmental,ELA(Enterprise License)Licenses. Licensee may allow Third Party
<br /> Contractors to access and use the licensed Software,provided Licensee and Third Party Contractor agree to and are
<br /> bound by the terms set forth in Addendum 3.In addition to the Scope of Use in Article 4,Addendum#1--Product
<br /> Licensing which applies to specific Products,Addendum#2—Standard Mai
<br /> fntenance and Support,and Addendum#3
<br /> —Third Party Contractor Acknowledgment(if applicable).collectively,are incorporated in this Agreement.
<br /> a. Software. Use and License for specific Software products are set forth in Addendum 1-Product Licensing
<br /> Addendum,which is incorporated by reference.
<br /> b. Maintenance. Maintenance terms are set forth in Section 9.11 below and in Addendum 2,-Standard
<br /> Maintenance and Support which terms are incorporated by reference.
<br /> c. Third Party Contractor. Terms of use for Third Party Contractor software usage(if applicable)are set forth in
<br /> Addendum#3,which'is incorporated by reference.
<br /> 3.2 Preview Release Licenses.Products acquired under an evaluation license or under a Beta program are intended
<br /> for evaluation and testing purposes only and not for commercial use.Any such use is at Licensee's own risk,and the
<br /> Products do not qualify for Azteca or distributor maintenance.
<br /> Standard License&Maintenance Agreement Page 2 of 14 10/16 ed.
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