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"Licensee Data" means any material that is entered into the Interview Now Account by Licensee, Licensee's employees or contractors, or any third parties acting on behalf of or at the direction of Licensee (including, for the avoidance of doubt, Licensee's job candidates). "Quote" software or deliverables as well as the quantity, unit price, and total price. All Quotes and Purchase Orders shall be governed by this MSA and no other terms or conditions shall apply. "Purchase Order" means Licensee's Purchase Order which shall be Issued by Licensee signifying Licensee's order of the Interview Now Services contained in an Interview Now Quote or itemized in the Purchase Order. The MSA shall govern the terns and conditions of the issued Purchase Order and no other terms or conditions shall apply. "Professional Services" means services provided by Interview Now other than the Software to enable or optimize Licensee's use of the Software, which may include without limitation data migration, implementation, ongoing support, custom development, and individualized training. "Personal Data" means information that identifies a person, such as a name or online identifier, that is uploaded into the Software by Licensee or by third parties acting on Licensee's behalf, including job candidates. "Software" means Interview Now's proprietary mobile recruiting and interviewing SaaS products, which shall be accessed by Licensee via the Internet and will include any updates made generally available at no additional charge to similarly situated Interview Now customers. 3. PROPRIETARY RIGHTS (a) License to Software, Subject to the terms and conditions of the Agreement, Interview Now grants to Licensee a non-exclusive, non -transferable, non-sublicensable, worldwide license to access and use the licensed Software, as provided by Interview Now, for Internal Use during the Term in the manner contemplated by the Parties and this MSA. (b) Restrictions on Use of Software. Licensee will comply with all applicable laws, rules and regulations in connection with Licensee's use of the Software. Licensee will not, and will not permit any third party to: (1) copy, modify, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software; (M) lend, lease, offer for sale, sell or otherwise use the Software for the benefit of third parties; (iv) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to the Software, including without limitation other accounts, computer systems or networks connected to the Software; or (v) use or view the Software for the purposes of developing, directly or indirectly, a product or service competitive to the Software. (c) Interview Now Ownership of Interview Now Services. Except for the rights granted in Section 3(a) above, Interview Now retains all right, title and interest, including all Intellectual property rights, in and to the Interview Now Services. Licensee acknowledges that the Interview Now Services