| Ti | = | Definitions |
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| 0.sec | = | For the purposes of this {_Agreement}, the following terms are defined as hereinafter: |
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| Actual_Count.Sec | = | “{_Actual_Count}” means Actual User Count, as applicable based on the licensing model identified in the applicable {_Purchase_Order}. |
| “Actual User Count” means the actual number of users with devices that are registered with specific {_Software}, provided, that a single user shall not have more than three (3) devices registered to and/or managed/monitored by such {_Software} licensed hereunder at the same time. | = | |
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| Agreement.Sec | = | “{_Agreement}” means this Equipment, {_Software} and Support Services Procurement Contract, the attachments and exhibits hereto, and any terms incorporated herein by reference. |
| Applicable_Law.Sec | = | For a {_Party}, “{_Applicable_Law}” refers to those laws and regulations directly applicable to such {_Party}. |
| Authorized_Reseller.Sec | = | “{_Authorized_Reseller}” means any authorized reseller of {_Software} that validly sells {_Customer} one or more licenses to specific {_Software} subject to the terms and conditions of this {_Agreement}. |
| Beneficiaries.Sec | = | “{_Beneficiaries}” refers to the {_Customer} as well as the {_Customer_Affiliates}. |
| Customer_Affiliate.Sec | = | “{_Customer_Affiliate}” means any entity {_Controlling}, {_Controlled} by or under common {_Control} with the {_Customer}, for as long as such {_Control} continues to exist. |
| Control.Sec | = | “{_Control}” and its grammatical variants means: (i) a general partnership interest in a partnership; or (ii) the beneficial ownership of a majority of the outstanding equity entitled to vote for directors; or (iii) the power to direct or cause the direction of the management and policies of such entity whether by contract or otherwise; or (iv) having equal to or more than a forty-percent (40%) stake in that entity. |
| Customer_Representative.Sec | = | “{_Customer_Representative}” means the {_Customer}, any {_Customer_Affiliate} and any employee or contractor of {_Customer} (and/or any {_Customer_Affiliate}) to whom {_Customer} (and/or any {_Customer_Affiliate}) provides a copy of any {_Software} (or any component thereof) for use on behalf of and for the benefit of {_Customer} (and/or any {_Customer_Affiliate}) and for {_Customer}’s (and/or any {_Customer_Affiliate}’s) internal business purposes, subject to all the terms and conditions of this {_Agreement}. |
| Documentation.Sec | = | “{_Documentation}” refers to the written and/or electronic end user or technical documentation pertaining to specific {_Software} and/or {_Equipment} that is provided by {_Manufacturer} to {_Customer} together with the delivery of the {_Software} and/or {_Equipment}. |
| Effective_Date.Sec | = | “{_Effective_Date}” refers to the last date of signature date for this {_Agreement}. |
| Equipment.Sec | = | “{_Equipment}” refers to any {_Manufacturer}-branded hardware that {_Manufacturer} furnishes directly to {_Customer} or through an {_Authorized_Reseller} for distribution to {_Customer}. |
| Force_Majeure.Sec | = | “{_Force_Majeure}” refers to an unforeseen event outside of the {_Party} that impacts this party by preventing it from performing any of its contractual obligations. By way of illustration but not limitation, {_Force_Majeure} an act of God, war (whether or not actually declared), armed conflict or the serious threat of the same, hostility, blockade, military embargo, sabotage, insurrection, rebellion, act of a public enemy, riot or other act of civil disobedience, governmental act, judicial action, explosion, act of terrorism or threat thereof (including cyberterrorism), natural disaster (including without limitation asteroid strikes or volcanic activity), violent storm (including without limitation hurricanes, tornados or blizzards), atmospheric disturbance (including without limitation geomagnetic storm, solar flare or sun outage with respect to electricity grids, transformers and satellite transmissions), destruction by lightning, fire, earthquake, tsunami, flood, plague, epidemic, pan-epidemic, quarantine, civil commotion, strike or lockout or labor dispute (excluding for the avoidance of doubt strikes of {_Manufacturer}’s staff), satellite malfunction, prolonged internet outage, communications line failure or power failure, excluding in all events conditions or events to the extent that such condition or event should have been capable of avoidance in the exercise of industry standard business continuity or disaster recovery measures. Subject to the preceding sentence, the following do not fall under the definition of {_Force_Majeure} (i) work conflicts of the {_Manufacturer} or of its Sub-contractors, (ii) interruptions in the {_Manufacturer}'s supply chain, (iii) default of subcontractors, (iv) energy supply disruptions and (v) political, military or civil troubles in countries other than those from which the {_Manufacturer} manufactures and/or supplies {_Software}, Maintenance and Support Services, {_Related_Services}, and/or {_Equipment}. |
| Incident.Sec | = | {_Incident} refers to any material malfunction, defect, error, or blocking of an operational, organizational, or technical nature thus disturbing or interrupting (in a material fashion) the operation of {_Equipment} of {_Software}, or the provision of {_Related_Services} or Maintenance and Support Services. |
| Intellectual_Property_Right.Sec | = | {_Intellectual_Property_Rights} refers to the creations, inventions, copyrights, patents and filings to register patents, trademarks and filings to register trademarks, models and designs, filings to register models and designs, logos, databases, business names, commercial secrets, manufacturing secrets, expertise and confidential information, as well as any other intellectual property rights or other form of protection thereof currently valid throughout the world. |
| License_Term.Sec | = | “{_License_Term}” means the term of the license granted with respect to specific {_Software} as identified on the relevant {_Purchase_Order}. |
| Licensed_Count.Sec | = | “{_Licensed_Count}” means {_Licensed_User_Count}, as applicable based on the licensing model identified in the applicable {_Purchase_Order}. |
| Licensed_User_Count.Sec | = | “{_Licensed_User_Count}” means the maximum number of users that {_Customer} may have at any time who have one or more devices (but not more than three (3) devices) registered to and/or managed/monitored by specific {_Software} licensed hereunder; which maximum number shall be based on the license fees paid by {_Customer} as identified on the relevant {_Purchase_Order}. For clarity, a user is any individual {_Customer_Representative} who uses a device that is registered to and/or managed/monitored by such {_Software} at any time during a calendar month, provided that a user may not use more than three (3) devices that are all registered to and/or managed/monitored by such {_Software} at the same time during such month. In the event an individual has more than three (3) devices that are all registered to and/or managed or monitored by such {_Software} at the same time during such month, such individual shall be counted as multiple users. As an example, a single individual having five (5) devices registered to and/or managed/monitored by such {_Software} at the same time in a month shall be counted as two (2) users for that month. |
| Malicious_Code.Sec | = | “{_Malicious_Code}” means any code that is designed to harm, or otherwise disrupt in any unauthorized manner, the operation of a recipient’s computer programs or computer systems or destroy or damage recipient’s data in an unauthorized manner. For clarity, {_Malicious_Code} shall not include standard routines in any {_Software} that are intended to delete data and are implicit in the standard functionality of any {_Software}, or any software bugs or errors handled through support or maintenance, or any license key or other equivalent code that might limit the functionality or scope of the use of any {_Software} to the scope of the license purchased by {_Customer} hereunder. |
| Manufacturer_Affiliate.Sec | = | “{_Manufacturer_Affiliate}” means any entity {_Controlling}, {_Controlled} by or under common {_Control} with {_Manufacturer}, for as long as such {_Control} continues to exist. |
| Price.Sec | = | “{_Price}” refers to the price of {_Equipment}, {_Support_and_Maintenance_Services}, {_Related_Services}, {_Software}, and/or any transport, installation and configuration charges as set out in Appendix 2. |
| Price_Lists.Sec | = | “{_Price_Lists}” means the then-current price lists of {_Manufacturer} that identify {_Manufacturer}’s generally available software, products and services.as per Appendix 2 |
| Product.Sec | = | “{_Product}” refers to {_Equipment}, {_Software}, {_Support_and_Maintenance_Services}, and/or {_Related_Services} as set out in Appendix 3 or any future {_Products} to be agreed by the parties in a {_Purchase_Order}. |
| Purchase_Order.Sec | = | “{_Purchase_Order}” refers to one or more of the following applicable documents that identifies the software and/or products and/or services licensed or sold (as applicable) to {_Customer} hereunder and the applicable licensing parameters, including the {_Licensed_User_Count} (or Licensed Device Count, if applicable), quantity of licenses, {_License_Term}, and pricing and payment terms relating to the provision of the applicable {_Software}, {_Equipment} (if any), {_Support_and_Maintenance_Services} (if any), {_Related_Services} (if any), and/or other {_Manufacturer} or third party products or services (if any): (i) a product schedule mutually approved by the parties; or (ii) a {_Manufacturer} invoice, quote, online order form, or any other {_Manufacturer} ordering document that is mutually approved by the parties and references this {_Agreement}, where licenses, products or services are purchased from {_Manufacturer} directly; or (iii) an {_Authorized_Reseller} invoice or ordering document agreed to between {_Customer} and {_Authorized_Reseller}, where licenses, products or services are purchased through an {_Authorized_Reseller}. Multiple {_Purchase_Orders} may apply if licenses, products, or services are purchased at different times, provided that, unless expressly stated otherwise in a mutually agreed upon {_Purchase_Order}, the terms specified in one {_Purchase_Order} shall be relevant only to the specific licenses, products or services listed on such {_Purchase_Order}. |
| Related_Services.Sec | = | “{_Related_Services}” refers to any installation, implementation and/or other professional services provided in accordance with the terms of this {_Agreement} and set forth in an accompanying Statement of Work in the {_Purchase_Order}. |
| Software.Sec | = | {_Software} refers to the object code version of proprietary computer programs provided by or through {_Manufacturer} hereunder (other than {_Third_Party} {_Products} as described in Section 15.6 above), including any server-side, device-side, virtual machine and/or installer software to which {_Customer} has purchased licenses hereunder as identified on the relevant {_Purchase_Order} (or other mutually agreed upon written document), and any {_Documentation}, backup copies and {_Upgrades} and/or modifications to any of the foregoing provided to {_Customer} hereunder. |
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| Specifications.Sec | = | “{_Specifications}” refer to technical configurations and specifications detailed in the applicable {_Documentation}. |
| Support_and_Maintenance_Services.Sec | = | “{_Support_and_Maintenance_Services}” has the meaning set forth in Appendix 3. |
| Upgrade.Sec | = | “{_Upgrades}” means any updates, upgrades, enhancements, maintenance releases, bug fixes, error corrections, or modified versions of specific {_Software} provided to {_Customer} in connection with this {_Agreement}, including in connection with any {_Support_and_Maintenance_Services}. |
| Recurrent licence to be defined | = | |
| Perpetual License to be defined | = | |
| Delivery_Time.Sec | = | {_Delivery_Time} refers to the delivery time agreed upon between the {_Beneficiary} and the {_Manufacturer} to which the latter must comply. The {_Delivery_Time} frame begins as of the receipt date of the purchase order by the {_Manufacturer} , and until delivery is made to the site designated by the {_Beneficiary} in the {_Purchase_Order}. |
| Reception.Sec | = | “{_Reception}” refers to the acceptance procedure whereby the {_Beneficiary} accepts {_Equipment}, and if necessary, {_Related_Services} for the purpose of ensuring compliance with {_Specifications}. This acceptance is given through signature of a formal record of receipt. |
| Site.Sec | = | “{_Site}” refers to the delivery site as specified in the {_Purchase_Order}. |
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/Docs/G/Agt-Supply-EquipmentSoftwareSupport-CmA/Sec/Def/0.md