Ti	=	DEFINITIONS
1.Ti	=	Definitions
1.0.sec	=	As used herein, the following terms have the following meanings:
1.1.sec	=	“Acceptance” for the Software shall occur only when: (a) {_P1} has provided to {_P2} all Software and Support Documentation required to be provided to {_P2}; and (b)(i) {_P2} notifies {_P1} in writing that all testing for the Software has been completed successfully by {_P2}. Nothing else, including LICNESEE’S use of the Software, or any portion thereof, in a live, operational environment, shall constitute Acceptance (under contract law or the Uniform Commercial Code of New York of any portion of the applicable system.
1.2.sec	=	“Affiliate” shall mean, as to a party, any other person that directly or indirectly controls or is controlled by such party. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other ownership interest. For the purposes of this definition, “Person” means any individual, partnership, corporation, limited liability company, unincorporated organization or association, any trust, or any other business entity.
1.3.sec	=	“Critical Error(s)” shall mean a failure of the Software that severely impacts {_P2}’S ability to provide service or has a significant financial impact on Customer for which an alternative temporary solution or work around acceptable to {_P2} may not be accomplished.
1.	=	[G/Z/ol/s3]
2.Ti	=	Other Definitional and Interpretative Provisions
2.sec	=	The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections and Schedules are to Sections and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.
	=	[G/Z/ol/2]