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End User License Addendum to Terms and Conditions
<br /> Rev. July 15, 2020
<br />Page | 1
<br />Dover Fueling Solutions
<br />End User License Addendum to Terms and Conditions
<br />THIS END USER LICENSE ADDENDUM (“LICENSE”) INCORPORATES BY REFERENCE THE TERMS AND CONDITIONS OF SALE TO
<br />WHICH THIS LICENSE IS ATTACHED, REFERENCED, OR INCORPORATED INTO AND INCLUDES THE FOLLOWING PROVISIONS. IN
<br />THE EVENT OF ANY CONFLICT BETWEEN THIS LICENSE AND SUCH TERMS AND CONDITIONS, THIS LICENSE SHALL TAKE
<br />PRECEDENCE.
<br />1.Definitions. Capitalized words in this End User License Addendum shall have the meaning set forth in the Terms and Conditions of Sale or as defined in this Section.
<br />Unless otherwise agreed to by Licensor, the following terms are applicable to both the singular and plural and shall mean:
<br />“Contract" means either (i) the contract agreement signed by both parties, or (ii) the purchase order signed by Buyer and accepted by Seller in writing, for the sale or
<br />provision of Products, in each case, together with the Terms and Conditions, Seller’s final quotation, the agreed scope(s) of work, and Seller’s order acknowledgement.
<br />“Derivative Works” includes but is not limited to (a) any work based upon one or more pre-existing works, such as a revision, enhancement, modification, translation,
<br />abridgement, condensation, expansion, extension or any other form in which such pre-existing works may be published, recast, transformed, or adapted, and that if prepared
<br />without the authorization of the owner of the copyright to such pre-existing works, would constitute a copyright infringement, or (b) any compilation that incorporates such pre-
<br />existing works. For Software, Documentation, and Third-Party Software (as defined below), Derivative Works also includes any and all corrections, bug fixes, and updates to
<br />the (i) Software, (ii) Documentation, (iii) Third-Party Software, and (iv) derivative works, but does not include any Licensee or Licensee-funded third party developments,
<br />provided such developments only make “calls” of the Software, Third-Party Software or derivative works thereof or “object requests” that reference or cause execution of the
<br />base Software, Third-Party Software, or derivative works thereof.
<br />“Documentation” means all material, including all printed material and on-line or electronic documentation (excluding training materials), referencing the Software or Third-
<br />Party Software provided hereunder.
<br />“Fees” has the meaning set forth in Section 2.6.
<br />“Licensed Software” means Software that is provided by Licensor and installed on one or more Products of Licensee’s devices including but not limited to desktop
<br />computers, laptop computers, tablet computers, smartphones or other computer systems (including devices provided by Seller pursuant to a Contract). Upon Licensor’s
<br />making a Software Update (described below) available to Licensee, such Software Update shall be included in the Licensed Software.
<br />“Licensee” means the Buyer as that term is defined in the Terms and Conditions.
<br />“Licensor” means the legal entity within the Dover Fueling Solutions group that is either: a direct party to the Contract; or which has granted the party that is defined as the
<br />Seller in the Contract the right to distribute, resell, transfer or sublicense the Software.
<br />“Maintenance Release” shall mean each software subsystem or module, whether deemed a major or minor release, in Licensor’s discretion, which has been developed by
<br />Licensor as a correction or conforming modification to the Software, such as, for example, to address bug fixes, software architecture changes or software
<br />compatibility with new hardware.
<br />“Software” means Licensor’s proprietary computer software, Service Applications and Tools and software security devices provided directly or indirectly by Licensor under
<br />the Contract and this License, whether Software is provided separately or has been incorporated into a Product. (Software is classified into two categories –Licensed
<br />Software and Subscription Software. Provisions of this Agreement that mention “Software” apply to both Licensed Software and Subscription Software.)
<br />“Software Updates” means new versions of or updates to Licensed Software developed by Licensor and made available to Licensee.
<br />“Subscription Software” means Software that is hosted by Licensor, either on Licensor’s computer systems or 3rd party computer systems or a combination thereof, and
<br />accessed by Licensee’s computer systems over a network such as the Internet.
<br />“Terms and Conditions” means the terms and conditions attached to the Contract.
<br />“Third-Party Software” means any computer software owned by a third party that Licensor may provide to Licensee hereunder.
<br />“Units” means the scope or quantity of the Licensee’s rights to use the Subscription Software, whether defined by unique users, workstations or on an enterprise basis.
<br />2.License Grant.
<br />2.1(a) Subject to the terms of this License, Licensor hereby grants to Licensee a non-transferrable and nonexclusive license to use the Licensed Software on Licensee’s
<br />computer system, or in a Product, and also to use Documentation referencing the Licensed Software, including upgraded, modified or enhanced versions, and to use
<br />Third-Party Software, all for Licensee’s internal business purposes only. Unless expressly agreed otherwise in the Contract, microcode, firmware, or operating system
<br />software required to enable the Product with which it is shipped to perform its basic or enhanced functions, is licensed for use solely on such Products. Licensee will
<br />not make copies of the Licensed Software, archival or otherwise, or allow copies of the Licensed Software to be made by others, or use the Licensed Software in any
<br />other manner other than as described in this License and in the Terms and Conditions unless authorized by Licensor in writing. The number of Licensee’s computer
<br />systems on which the Licensed Software may be used is expressly limited to one workstation per Customer site or each applicable Product on which Software was
<br />installed, unless otherwise specified in the Contract.
<br />2.1(b) Subject to the terms of this License, Licensor hereby grants to Licensee a non-transferrable and nonexclusive license to access and use the Subscription Software
<br />and to permit Licensee’s authorized users to access and use the Subscription Software, and also to use Documentation referencing the Subscription Software,
<br />including upgraded, modified or enhanced versions, and to use Third- Party Software incorporated in such Subscription Software, all for Licensee’s internal business
<br />purposes only. Licensor shall provide the Subscription Software in accordance with the Contract for the period and in the Units agreed in the applicable Contract.
<br />Licensee’s rights to use the Subscription Software provided by the Licensor are governed by the applicable Contract agreed upon and executed between Licensee
<br />and Licensor. Licensee is solely responsible for any and all activities that occur under Licensee’s account. Licensee shall notify Licensor immediately of any
<br />unauthorized use of Licensee’s password or account or any other breach of security that is known or suspected by Licensee.
<br />2.2. Licensee has no right to (i) lease, lend, rent, transfer, distribute, host, sublicense, timeshare, grant access information (such as log-in and password information),
<br />disclose or allow third parties to access Software, Documentation, or Third-Party Software, nor assign any rights hereunder to a third party without Licensor’s prior,
<br />written agreement; (ii) disassemble, decompile, reverse engineer, or otherwise attempt to reconstruct or discover the source code of the Software or Third-Party
<br />Software; (iii) pledge Software or Third-Party Software as collateral or otherwise, or encumber such Software or Third-Party Software with any lien or security
<br />interest; (iv) remove any Product identification, copyright, trademark, or other notice from Software, Documentation or Third-Party Software; (v) take any action or
<br />refrain to act in any way with respect to the Software, Third-Party Software or Documentation that would cause Licensor or Licensee to violate any applicable law,
<br />statute, ordinance or regulation, or the Contract, Terms and Conditions or this License; (vi) with respect to Subscription Software, use such Subscription Software for
<br />timesharing, service bureau, application provider service, software-as-a-service or similar purposes or otherwise use or allow others to use any part of the
<br />Subscription Software or the Documentation referencing the Subscription Software; (vii) with respect to Subscription Software, use or incorporate any hardware or
<br />software with any part of the Subscription Software; (viii) modify or create Derivative Works or other improvements of the Software or Documentation; (iX) access
<br />the Software or Documentation to create a new or competing product or solution; or (X) with respect to Subscription Software, attempt to gain unauthorized access to
<br />the Subscription Software, use any automatic device or manual process to monitor or copy any information within the Subscription Software or take any action that
<br />imposes an unreasonable load on its infrastructure or Licensor’s network, or otherwise interferes or attempts to interfere with the proper working of the Subscription
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