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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 terns 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 />I. "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 software and data,
<br />and other information.
<br />m. "Ordering Document(s)" means asides quotation, purchase order, or other document identifying the
<br />Products that Licensee orders.
<br />n, "Preview" means any alpha, beta, orprerelease 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" paeans allor any portion of Azteca Systems proprietary software
<br />technology, excluding data, accessed or downloaded from an Aztecs 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. "Term License' means a license or access provided for use of a Product for a limited time period ("Term")
<br />or on a subscription or maintenance basis as specified herein.
<br />ARTICLE 2—INTELLECTUAL PROPERTYRIGHTS AND RESERVATION OF OWNERSHIP
<br />Products are licensed, not sold. Azteca 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. Aztecs 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 terms of this Agreement, Aztecs Systems grants to Licensee a personal,
<br />nonexclusive, nontransferable license solely to use the Products as set forth fn. Addendum #1 – Product Licensing (i)
<br />for which the applicable license fees have been, paid; (ii) for Licensce's own internal use; and (iii) in accordance with
<br />this Agreement and the configuration ordered by Licensee or as authorized by Aztecs Systems; and (iv) for the
<br />applicable Term or until terminated in accordance with Article S. License types may include, but are not limited to
<br />Login, Workgroup, Departmental, L^ LA (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 terms set forth in Addendum 3.. In addition to the Scope of Use fn Article 4, Addendum #1 – Product
<br />Licensing which applies to specific Products, Addendum 92 – Standard Maintenance and Support, and Addendum 93
<br />–Third Party Contractor Acknowledgment (if applicable) collectively, are incorporated in this Agreement.
<br />a. Safilvore. Use and License for specific Software products are set forth in Addendum I- Product Licensing.
<br />Addendum, which is incorporated by relerence,
<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 Parol Contractor. Terms of use for Third Party Contractor software usage (if applicable) are set forth in
<br />Addendum 0, which is incorporated by reference.
<br />3.2 Preview Release l Acenses. Products acquired under an evaluation license or under a Creta 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 di strfbmnr maintenance.
<br />S/mrdard License & Maintenance Agreement Page 2 of 14 /n/Jded.
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