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<br /> 2 Cartegraph_MPA 04-2013
<br />The following are the terms and conditions under which Cartegraph licenses its Software and provides Support, Services and
<br />Hosting as listed in the Exhibits and Purchase Agreements referencing this Agreement.
<br />1. Grant of License to Software.
<br />A. Cartegraph is licensed by third parties (“Third Party Licensors”) to sublicense certain third party software products to
<br />Customer and to offer services to Customer for these third party software products under this Agreement.
<br />B. Each Software product, including all data programs or set of programs, or routines and subroutines, consisting of a
<br />series of instructions or statements in machine readable form, and including any documentation relating to or
<br />describing such Software, such as, but not limited to manuals, online documentation and user instructions, flow
<br />charts, database schemas and improvements or updates provided by Cartegraph (collectively ”Software”), is
<br />furnished to Customer under a personal, non-exclusive, nontransferable limited license solely for Customer’s own
<br />internal use on Host Computer System (as defined below) and with Customer’s Clients.
<br />1. Host Computer Systems, if applicable, are Servers owned or controlled by Cartegraph that Customer may
<br />access under this Agreement (the provision of this service is herein referred to as “Hosted” or “Hosting”).
<br />2. Servers are personal computers, minicomputers, mainframes, workstations, and terminal devices that interact
<br />with Client Software and have been approved by Cartegraph or Third Party Licensors for operation of Software .
<br />3. Server Software is a copy of Software residing on a server, multiple servers, or a Host Computer System.
<br />4. Clients are personal computers, minicomputers, mainframes, workstations, mobile devices, and terminal devices
<br />that interact with Server Software and have been approved by Cartegraph or Third Party Licensors for operation
<br />of Software.
<br />5. Client Software is a copy of Software residing on a Client that interacts with Server Software.
<br />6. Data Files are those files which contain data that is input by the Customer during the use of the Software.
<br />C. Customer agrees that the number of users licensed will be listed in the Purchase Agreement and only that number of
<br />users may use the Software at any given time.
<br />1. If Customer has purchased a Per-User License, as indicated in the Purchase Agreement, only a finite number of
<br />licenses have been purchased by Customer and only that finite number of users may access and use the
<br />Software at any given time. The specific number of licenses purchased shall be identified in the Purchase
<br />Agreement.
<br />2. If Customer has purchased an Unlimited License, as indicated in the Purchase Agreement, all employees of
<br />Customer are considered to be licensed to access and use the Software at any given time. Such Unlimited
<br />License applies only to employees of Customer and does not allow the access or use of the Software by any
<br />independent contractors, affiliated entities or organizations, or any other individual, party, or entity that is not an
<br />employee of Customer.
<br />D. Customer agrees the Software license for the Software is limited as follows:
<br />1. Browser Based User – Each browser based user is defined by unique ID and password.
<br />2. For Server Software – one copy of Server Software for each Server or, if Hosted, no copies of Server Software
<br />for a Server that is not a Host Computer System.
<br />E. Customer agrees that this license does not permit Customer to: (1) use the Software for a service bureau application
<br />or (2) sublicense the Software.
<br />F. Except as set forth in this Agreement or as may be permitted in writing by Third Party Licensors, Customer shall not
<br />use, provide or otherwise make available the Software or any part or copies t hereof to any third party.
<br />G. Customer shall not, and shall not permit others to:
<br />1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the
<br />Software;
<br />2. Modify, translate, adapt, alter, or create derivative works from the Software;
<br />3. Copy, (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease or otherwise exploit
<br />the Software; or
<br />4. Distribute, sublicense, rent, lease, loan (or grant any third party access to or use of) the Software to any third
<br />party.
<br />H. Customer may make copies of the Client Software for archival purposes. The Server Software may not be copied, in
<br />whole or in part.
<br />2. Title to Software and Data Files.
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