|
GENERAL TERMS
<br />GENERAL TERMS: TERMS APPLICABLE TO ALL
<br />PRODUCTS AND SERVICES
<br />INTERPRETATION
<br />Custo
<br />1.1 Definitions. For the purposes of interpreting this
<br />Agreement, the following terms will have the following
<br />meanings:
<br />(a) "Agreement" means this Products and Services
<br />Agreement, inclusive of al] Schedules.
<br />(b) "Concurrent Use" means use at the same moment in time
<br />to access a given server computer (of any kind) owned or
<br />controlled by Customer.
<br />(c) "Customer" means the legal entity other than TAN
<br />entering this Agreement.
<br />(d) "Database Server" means the single server computer upon
<br />which the Enterprise Database is resident.
<br />(e) "Effective Date" means the last date set forth on page one
<br />of this Agreement.
<br />(t7 "Enterprise Database" means the MSDE, MS SQL
<br />Server, or Oracle database files containing customer data and
<br />that are accessed by the Licensed Software.
<br />(g) "Hosted Software" means computer code and programs, in
<br />executable code form only, including related data files, rules,
<br />parameters and documentation, which have been created or
<br />licensed by TAN and are identified in the Pricing Form as
<br />Licensed (or sublicensed) to Customer by TAN in connection
<br />with this Agreement, and which reside on TAN's servers and are
<br />accessible by Customer's staff or Users via the Internet.
<br />(h) "Internet Client" means a remote device capable of using the Internet to access selected Licensed Software on the ]Internet
<br />Server or the Enterprise Database on the Database Server via the
<br />]Internet Server.
<br />(I) "Internet Server" means a single server computer used by
<br />Customer which enables access to the Licensed Software by
<br />individuals using an Intranet or the Internet, having a minimum
<br />configuration as set out in hardware specifications previously
<br />described to Customer as applicable to the Licensed Software to
<br />be installed and used upon it.
<br />(j) "IVR Server" means a single server computer used by
<br />Customer for voice- recognition and telephone- based, rather than
<br />computer - based, access to the Enterprise Database by
<br />Customer's clients, having a minimum configuration as set out in
<br />hardware specifications previously described to Customer as
<br />applicable to the Licensed Software to be installed and used
<br />upon it.
<br />(k) "Licensed Software" means computer code and programs,
<br />in executable code form only, including related data files, rules,
<br />parameters and documentation, which have been created or
<br />licensed by TAN and are identified in the Pricing Form as
<br />licensed (or sublicensed) to Customer by TAN in connection
<br />with this Agreement, and/or which are in the future provided to
<br />mer by TAN under any circumstances unless provided
<br />A a separate licensing agreement.
<br />(i) "Maintenance" means the provision of error investigation
<br />and repair services as set out in sections 22 through 25,
<br />Maintenance Exhibit 3, and the provision of new Versions and
<br />Releases in respect of the Licensed Software all as more
<br />particularly set out in the Support and Maintenance Handbook.
<br />(m) "Module" means a single module element of Licensed
<br />Software listed in the Pricing Form.
<br />(n) "Online Services" means services, such as Internet
<br />registration, that are enabled by Hosted Software and available to
<br />the public via the Internet.
<br />Co) "Other Services" means Services other than Pre - Agreed
<br />Services acquired by Customer under this Agreement or any
<br />further Professional Services as provided in an agreed Statement
<br />of Work, purchase order, or pricing form.
<br />(p) "Payment Server" means a single server computer used by
<br />Customer to process electronic payments from its clients, having
<br />a minimum configuration as set out in hardware specifications
<br />previously described to Customer as applicable to the Licensed
<br />Software to be installed and used upon it.
<br />(q) "Pre- Agreed Services" means Services which are
<br />expressly listed in the Pricing Form as being acquired hereunder
<br />by Customer.
<br />Cr) "Pricing Form" means the itemized pricing form attached
<br />as Exhibit 1 to the Agreement listing the Products and Services
<br />provided by TAN to the Customer under this Agreement
<br />(s) "Products" means all Licensed Software, Hosted Software,
<br />Third Party Products, and other products (including
<br />documentation) provided to Customer by or on behalf of TAN.
<br />(t) "Professional Services" means any and all types of
<br />services which TAN provides, to Customer and /or to other
<br />customers of TAN, in the course of TAN'S business, including
<br />but not limited to services relating to the installation,
<br />implementation, optimization, administration, training and
<br />troubleshooting of computers, computer software including the
<br />Licensed Software, computer networks, databases, internet-
<br />related equipment and applications, but expressly excludes
<br />Support and Maintenance. Professional Services that are not
<br />included as part of the Pre- Agreed Services, as defined above,
<br />shall be as set forth in any applicable and mutually agreed
<br />statement(s) of work (each a "Statement of Work "). Each such
<br />Statement of Work shall, upon mutual agreement by the parties,
<br />become part of and incorporated by reference into this
<br />Agreement.
<br />(u) "Related Third Party Documentation" means any end
<br />specifications, manuals, instructions, and other materials, and
<br />any copies of any of the foregoing, in any medium, related to the
<br />Third Party Products and supplied by TAN to Customer with the
<br />Third Party Products.
<br />
|