25K - AGMT - WIRELESS SRVS AND EQUIPMENT

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EXHIBIT "B" WIRELESS INFORMATION NAVIGATOR ADVANTAGETM 1. Definitions. These following capitalized terms will have the meanings set forth below: 1.1 "Documentation" means the user manual(s) and other printed or on-line help materials accompanying each delivery of the WIN Advantage@ software. 1.2 "Foundation Account Number" means an account number assigned by Contractor to Customer for billing purposes that include no fewer than 50 Corporate Responsibility Users. 1.3 "Product Support" means a service whereby Contractor shall provide telephonic, technical product support on the WIN Advantage software for up to three (3) of Customer's registered individuals. 2. License. 2.1 Grant of License. Contractor grants to Customer a non-exclusive, non-transferable license to use the WIN Advantage software pursuant to the terms and conditions of the Master Agreement (the "License"). 2.2 Authorized Use. Customer may use the WIN Advantage software on up to ten (10) computer terminals for the sole purpose of using the Reports and Tools. 2.3 Restrictions. Customer will not (a) use the WIN Advantage software on a network; (b) modify, translate, disassemble, decompile, reverse engineer or in any other way derive any source code from the WIN Advantage software, nor will it merge the WIN Advantage software with another computer program; (c) use the WIN Advantage software in the operation of a service bureau; (d) sell, license, publish, display, distribute, or otherwise transfer the WIN Advantage software or any copy thereof, in whole or in part, to a third party; nor (e) export the WIN Advantage software outside of the United States, without Contractor's prior, written consent. 2.4 Compact Discs and Copies. At no charge, Customer will receive one (1) WIN Advantage compact disc per month for each of its Foundation Account Numbers. Upon Customer's request, Contractor will provide Customer additional WIN Advantage, compact discs for Customer's current or prior month's information for $25 each. Customer, solely to enable it to use the WIN Advantage software, may make one archival copy of the WIN Advantage software as part of its usual software back-up procedures. Customer will have no other right to copy the WIN Advantage software. Any copies of the WIN Advantage software made by Customer are the exclusive property of Contractor. 2.5 Ownership. Customer acknowledges and agrees that nothing in the Master Agreement conveys or provides Customer with an ownership interest in and to the WIN Advantage software, and Customer agrees to make no claim of ownership in and to the WIN Advantage software. 2.6 Modifications and Reverse Engineering. Customer acknowledges and agrees that only Contractor will have the right to alter, modify, maintain, enhance or otherwise modify the WIN Advantage software. 3. Installation and Product Support. 3.1 Initial Installation and Training. Initial installation of the WIN Advantage software and up to four (4) hours of. initial training on the WIN Advantage software will be provided by Contractor to Customer at no charge. Attachment DD - Page 12 of 15 25K-41