|
publicly known at or after the time either party first learns of such (p) "person" whether capitalized or not, means any individual,
<br /> information, or generic information or knowledge which either party sole proprietorship, joint venture, partnership, corporation,
<br /> would have learned in the course of its work in the trade, business or company, firm, bank, association, cooperative, trust, estate,
<br /> industry; or (cc) subsequent to the receipt thereof under this government, governmental agency, regulatory authority or other
<br /> Agreement; (1) is published by Disclosing Party or is disclosed generally entity of any nature.
<br /> by Disclosing Party to others without restriction on its use and disclosure; „
<br /> or (2) has been lawfully obtained by Receiving Party from other sources (q) Professional Services means installation, implementation,
<br /> which Receiving Party reasonably believes lawfully came to possess it. training or consulting services including custom modification
<br /> programming, support services relating to custom modifications, on-
<br /> (e) "copy" whether capitalized or not, means any paper, disk, tape, site support services, assistance with data transfers, system restarts
<br /> film, memory device or other material or object on or in which any and reinstallations provided by Superion under this Agreement.
<br /> words, object code, source code or other symbols are written, recorded
<br /> or encoded, whether permanent ortransitory. (r) "Release" means a modification or update to the Solution,
<br /> which Superion, in its sole discretion, incorporates into the Solution
<br /> (f) "Customer Data" means data stored in, or processed by, the without requiring its then existing client base to pay a separate fee
<br /> Solution; provided that aggregated data that is not personally (other than support fees).
<br /> identifiable data and not identifiable to Customer shall not be deemed
<br /> Customer Data nor Customer's Confidential information. (s) "Scope of Use" means the Designated Computer(s),
<br /> Designated Location(s), License Term, Platform, Business Purpose,
<br /> (g) "Customer c upp?ied Data" means any information or data Number of Trades, Number of Work Station . Number of Developers,
<br /> introduced into the Solutlnn by or on behalf of Customer. Number of Users, Volume Limit, Number c•Y Production Databases,
<br /> (h) "Disputed Amount" means a good faith dispute by Customer of Number of Production Servers, and/or other restrictions or
<br /> certain amounts invoice under this Agreement. An amount will only parameters as are stated in Section 5.5 3r on the Order. Scope of Use
<br /> constitute a Disputed Amount if (1) Customer has given notice of the shall not include the processing of any .Acquired Business. Customer
<br /> shall use the Solution in production to prof ess Customer's business;
<br /> dispute to Superion promptly afte receiving the invoice and (ii) the provided that all increases in the Scope of Use require the execution
<br /> notice explains Customer's positic i in reasonable detail. A disputed of an amendment amending the Scope of Use.
<br /> amount will not exist as to an invoice in its entirety merely because
<br /> certain amounts on the invoice are Disputed Amounts. (t) "SG Solution Details" means any of the following: the
<br /> Solution and Documentation, the object code and th source code
<br /> (1)
<br /> Documentation" means he standard user documentation for the Solution, the visual expressions, screen fo' mats, report
<br /> Superion provides for the Solutior , as such Documentation may be formats and other design features of the Solution, all a;gorithms and
<br /> updated from time to time. formulae used in de /eloping and/or incorporated into the Solution
<br /> (j) "Error" means a failure of a Supported Release to perform in or Documentation, all future modifications, updates, Releases,
<br /> al' material respects in accordance with the Documentation. improvements and enhancements of the Solution or Documentation,
<br /> all derivative works (tis such term is used in the U.S. copyright laws)
<br /> (k; t -port Laws" means any laws, administrative regulations based upon any of the fore .oirrg and all copies of the foregoing.
<br /> and executive orders of the U.S., the United Kingdom and any other
<br /> jurisdicti' n where any SG Solution Details will be located or from where (u) "Supported Reler_se" means, unless otherwise stated in
<br /> any SG Solution Details will be accessed under this Agreement relating to the Order, the latr'st Release of the Solution that is generally
<br /> the cont-ol of imports and exports of commodities and technical data, available to Superion's client base.
<br /> use or remote use of software and related property or services, embargo (v) "Third-Party Product" means Third-Party Software, Third
<br /> of goods or services or registration of this Agreement including the
<br /> Party Hardware, Third-Party Data or Third Party Services.
<br /> Export Administration Regulations of the U.S. Department of Commerce
<br /> and the regulations and executive orders administered by the Office (w) "Third-Party Hardware" means that hardware specified as
<br /> of Foreign Asset Control of the U.S. Department of the Treasury. third party hardware on the Order.
<br /> (I) "Feedback" means any suggestions or recommendations for (x) "Third-Party Services" means those services specified as
<br /> improvements or modifications to the Solution made by or on behalf of third party services on the Order.
<br /> Customer. (y) "Third-Party Software" means the software specified as
<br /> (m) "including" whether capitalized or not, means including but not third- party software on the Order.
<br /> limited to. (z) "Third-Party User" means any of Customer's customers, or
<br /> (n) "Liability Cap" means the greater of Fifty Thousand U.S. Dollars their customers, to the extent such persons are provided access to
<br /> (US$50,000) or the amount identified on the Order as the liability cap, the Solution or Third-Party Data hereunder.
<br /> provided however that, if no amount is identified on the Order then the
<br /> 9.3. Parties in Interest.
<br /> liability cap shall be Fifty Thousand U.S. Dollars (US$50,000).
<br /> (o) "Open Source Software" means computer software made (a) Reserved
<br /> generally available at no charge by the copyright holder under a license (b) Reserved
<br /> which provides the right to modify and distribute the software to anyone
<br /> for any purpose at no charge. 9.4. Export Laws. Customer acknowledges that the SG Solution
<br /> ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT— EXHIBITS 1 THRU 6
<br /> REV: 09-27-17 PR
<br /> Page 13 of 20
<br />
|