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j. "Licensed Products" or "Products" shall mean the portion of the Cityworks Software and the
<br />Documentation to which Licensee has purchased a License as identified as specified in Addendum #1
<br />attached hereto. Licensed Products shall include any updates or upgrades to the Licensed Products that
<br />Azteca Systems may at its discretion deliver to Licensee. Products includes but is not limited to Software,
<br />Online Services, and Documentation licensed under the terms of this license Agreement.
<br />k. "Login" means a license that allows Licensee to permit a single authorized named end user to use the
<br />Software, Data, and Documentation installed on a server and accessed from a computer device.
<br />1. "Online Services" means any Internet -based system, including applications and associated APIs, hosted by
<br />Azteca Systems or its licensors, for storing, managing, publishing, and using Cityworks sothvare and data,
<br />and other information.
<br />m. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the
<br />Products that Licensee orders.
<br />n. "Preview" means any alpha, beta, or prerelease Product.
<br />o. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products.
<br />p. "Server" means each single instance of an operating system, whether physically installed on a computer or
<br />within a virtualized environment.
<br />q. "Software" or "Cityworks Software" means all or any portion of Azteca Systems proprietary software
<br />technology, excluding data, accessed or downloaded from an Azteca Systems (Cityworks) authorized website
<br />or delivered on any media in any format including backups, updates, upgrades, and service packs.
<br />r. "Standard Maintenance" or "Maintenance Addendum" shall mean the Standard Software Maintenance &
<br />Support Addendum #2.
<br />S. "Tenn License" means a license or access provided for use of a Product for a limited time period ("Tenn")
<br />or on a subscription or maintenance basis as specified herein.
<br />ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
<br />Products are licensed, not sold. Azleca Systems and its licensors own Products and all copies, which are protected by
<br />United States and applicable international laws, treaties, and conventions regarding intellectual property and
<br />proprietary rights including trade secrets. This Agreement does not transfer ownership rights of any description in
<br />the Software, materials, or services to Licensee or any third party. Licensee agrees to use reasonable means to
<br />protect Products from unauthorized use, reproduction, distribution, or publication. Azteca Systems and its third -party
<br />licensors reserve all rights not specifically granted in this Agreement including the right to change and improve
<br />Products.
<br />ARTICLE 3—GRANT OF LICENSE
<br />3.1 Grant of License. Subject to the terns of this Agreement, Azteca Systems grants to Licensee a personal,
<br />nonexclusive, nontransferable license solely to use the Products asset forth in Addendum #1—Product Licensing (i)
<br />for which the applicable license fees have been paid; (ii) for Licensee's own internal use; and (iii) in accordance with
<br />this Agreement and the configuration ordered by Licensee or as authorized by Azieca Systems, and (iv) for the
<br />applicable Tern or until terminated in accordance with Article 5. License types may include, but are not limited to
<br />Login, Workgroup, Departmental, ELA (Enterprise License) Licenses. Licensee may allow Third Party
<br />Contractors to access and use the licensed Software, provided Licensee and Third Party Contractor agree to and are
<br />bound by the terns set forth in Addendum 3. In addition to the Scope of Use in Article 4, Addendum #1—Product
<br />Licensing which applies to specific Products, Addendum #2 — Standard Maintenance and Support, and Addendum #3
<br />—Third Party Contractor Acknowledgment (if applicable) collectively, are incorporated in this Agreement.
<br />a. Software. Use and License for specific Software products are set forth in Addendum 1- Product Licensing
<br />Addendum, which is incorporated by reference.
<br />b. Maintenance. Maintenance terms are set forth in Section 9.11 below and in Addendum 2, - Standard
<br />Maintenance and Support which terms are incorporated by reference.
<br />c. Third Party Contractor. Terms of use for Third Party Contractor software usage (f applicable) areset forth in
<br />Addendum 93, which is incorporated by reference.
<br />3.2 Preview Release Licenses. Products acquired under an evaluation license or under a Beta program are intended
<br />for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the
<br />Products do not qualify for Azteca or distributor maintenance.
<br />Standard License & Maintenance Agreement Page 2 of 14 10/16erd
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