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<br />parts sold, leased, or otherwise provided by <br />Uniguest to Customer, including firmware <br />incorporated therein where applicable, <br />together with all applicable Documentation. <br />“Initial Term” means the initial term of <br />the Agreement as set forth in the Order <br />beginning as of the first day of the first full <br />month following the Effective Date (or if the <br />Effective Date is the 1st day of a month, <br />such day). If no initial term is designated on <br />the Order, the initial term will be one year <br />from such date. If there is no Order (e.g., <br />where Customer has accepted these Terms <br />in connection with a renewal), Initial Term <br />means the one-year period beginning on <br />the Effective Date. <br />“IP Rights” means any and all <br />registered and unregistered rights granted, <br />applied for, or otherwise now or hereafter in <br />existence under or related to any patent, <br />copyright, trademark, trade secret, <br />database protection, or other intellectual <br />property rights laws, and all similar or <br />equivalent rights or forms of protection, in <br />any part of the world. <br />“Maintenance Services” means <br />Product and System maintenance, <br />enhancement, and technical support <br />services that Uniguest has agreed to provide <br />to Customer pursuant to the applicable <br />Order. <br />“Malicious Code” means viruses, <br />worms, time bombs, Trojan horses and other <br />harmful or malicious code, files, scripts, <br />agents, or programs. Malicious Code does <br />not include the ability of Uniguest to <br />remotely access, monitor, update, suspend <br />operation of or disable any System or <br />Software. <br />“Order” means an order form (Order <br />Form), statement of work (SOW), or similar <br />ordering document that (i) incorporates the <br />terms of this <br />Agreement and sets forth the Products and <br />Services ordered by Customer and any <br />associated fees and (ii) has been agreed to <br />by manual or electronic signatures of both <br />parties or agreed to through an electronic <br />system specified by Uniguest. In the <br />electronic system, Customer will be <br />prompted to accept by clicking a button. <br />“Products” means the Hardware and <br />Software that Uniguest has agreed to provide <br />to Customer pursuant to the applicable <br />Order. <br />“Professional Services” means <br />training, consulting, engineering, or other <br />professional services that Uniguest has <br />agreed to provide to Customer pursuant to <br />the applicable Order. <br />“Proprietary” means, with respect to <br />Products, those Products that were <br />developed by or on behalf of and in <br />accordance with specifications provided by <br />Uniguest, and with respect to Services, those <br />Services provided directly by or on behalf of <br />Uniguest, as contrasted with Products and <br />Services which Uniguest resells pursuant to <br />agreements between Uniguest and the <br />applicable Third Party Provider, which for the <br />avoidance of doubt will not be considered <br />Proprietary for purposes of this Agreement <br />(and which are referred to herein as Third <br />Party Materials). <br />“Recurring Service Fees” means all <br />annual, monthly, and other recurring service <br />and support fees payable by Customer to <br />Uniguest, together with any taxes accruing <br />with respect thereto for which Customer is <br />responsible, pursuant to the terms of the <br />Agreement. <br />“Services” means the Maintenance <br />Services and Professional Services. <br />“Software” means all computer software <br />that is included in or delivered <br /> <br />