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<br />or made available to Customer as part of <br />the Products and Services (whether in <br />object or source code form), and includes <br />software provided on a software -as-a- <br />service basis, hosted or cloud basis, as well <br />as any firmware and other software that <br />may be installed locally on any Systems, <br />Hardware or other Customer hardware or <br />equipment. Software also includes all <br />updates, modifications, design data, <br />associated APIs, as well as scripts, toolkits, <br />libraries, reference or sample code, and <br />similar materials, together with all related <br />Documentation. <br />“Supplemental Terms” means those <br />separate terms and conditions that apply to <br />specific Products or Services, categories of <br />Products or Services, or other specific <br />cases (e.g., terms specific to the local <br />jurisdiction where the Products or Services <br />will be provided or used) as attached <br />hereto, set forth or referenced in an Order, <br />or otherwise agreed by the parties. <br />“System” means, as the context may <br />require, a combined Product provided by <br />Uniguest, consisting of the combination of <br />Hardware, Software, other Products and <br />Services, and that are provided to Customer <br />by Uniguest as an integrated offering. A <br />System may, for example, consist of a <br />single computer kiosk or digital sign <br />installation together with all related <br />Software and peripheral or ancillary <br />Hardware. <br />“Third Party Materials” means any <br />Products and Services that are not <br />Proprietary. <br />“Third Party Provider” has the <br />meaning given such term in Section 6.a. <br />“Uniguest IP” means all IP Rights in or <br />related to Products or Services that are <br />Proprietary. <br />Products and Services. <br />Delivery and Acceptance. Uniguest shall use <br />commercially reasonable efforts to deliver to <br />Customer the applicable Products and <br />Services as promptly as reasonably <br />practicable after the Effective Date in <br />accordance with the terms of this Agreement <br />and any Supplemental Terms specified <br />herein or in the applicable Order. Such <br />Products and Services will be deemed <br />accepted by the Customer upon shipping. <br />Maintenance Services. Schedule A <br />describes Uniguest’s policies and <br />procedures with respect to Maintenance <br />Services. Such policies and procedures are <br />subject to change by Uniguest upon written <br />notice to Customer. Uniguest reserves the <br />right to assess a legacy fee in addition to its <br />standard managed services fees on any <br />Hardware more than 4 years old. If Customer <br />fails to maintain an active subscription for <br />Maintenance Services with respect to a <br />System (or defaults in payment with respect <br />thereto), Uniguest may suspend <br />Maintenance Services for such System <br />(including, without limitation, discontinuing <br />updates to software and hardware fixes). <br />Maintenance Services with respect to such <br />System may not thereafter be resumed <br />unless payment for the entire period where <br />Maintenance Services had lapsed (at the <br />rates set forth below) plus an additional one <br />year subscription (at Uniguest’s then <br />standard rates) is first made by Customer. <br />The rate for any period where Maintenance <br />Services has lapsed will be 125% of <br />Uniguest’s standard rate for Maintenance <br />Services <br /> <br />