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1.8 "Intellectual Property" means all tangible and intangible property of NuPark or its third party
<br />vendors provided to Customer pursuant to this Agreement that is embodied in or used in connection with the NuPark
<br />System, and which is protected or is protectable under copyright, patent, trade secret, service marls, trademark, or
<br />other intellectual property laws and/or regulations.
<br />1.9 "Licensed Hardware" means the NuPark hardware and any Third Party Hardware as more
<br />particularly set forth in the Initial Solution Pricing and any Subsequent Solution Pricing.
<br />1.10 "Licensed Software" means the machine-readable, compiled object code format of NuPark
<br />software and any Third Party Software as more particularly set forth in the Initial Solution Pricing and any
<br />Subsequent Solution Pricing.
<br />1.11 "NuPark System" means collectively the Licensed Software, Licensed Hardware, Documentation,
<br />and any Third Party Products licensed or sold under this Agreement by NuPark to Customer.
<br />1.12 "Subsequent Solution Pricing" means an order for products, software, or services placed by
<br />Customer after the Initial Solution Pricing.
<br />1.13 "Third Party Hardware" means the hardware (and any related software embedded in or distributed
<br />with the hardware by the manufacturer of such hardware) manufactured by third parties and resold and/or
<br />sublicensed by NuPark to Customer.
<br />1.14 "Third Party Products" means Third Party Hardware and Third Party Software.
<br />1.15 "Third Party Software" means all software, in machine-readable, compiled object code format
<br />only, owned by third parties, sublicensed by NuPark to Customer and integrated into or interfaced by NuPark into
<br />the NuPark System, as set forth in the Initial Solution Pricing and/or any Subsequent Solution Pricing.
<br />2. LICENSE; SERVICES.
<br />2.1 License Grant. Subject to the terms and conditions of this Agreement and all Third Party Software
<br />licenses, including, without limitation, the payment of all applicable License Fees, NuPark hereby grants Customer a
<br />non-exclusive, nontransferable, nonassignable license to use the NuPark System during the Term or any Renewal
<br />Term for Customer's own internal data processing operations in accordance with the terms of, and subject to the
<br />restrictions contained in, this Agreement. NuPark additionally hereby grants Customer the right to (a) make such
<br />copies of the Documentation as are reasonably necessary for Customer's internal use of the NuPark System and (b)
<br />make such copies of the Licensed Software as are reasonably required for testing, back-up disaster recovery, and
<br />archival purposes.
<br />2.2 License Restrictions. As a condition on the foregoing license set forth in Section 2.1, Customer
<br />shall not (a) decompile, disassemble, interpret, reverse engineer, translate, or otherwise determine or attempt to
<br />determine any source code, algorithms, or underlying ideas of the Licensed Software or any portion thereof; (b)
<br />remove or modify any NuPark or third party markings, identification, copyright, or other notices from the NuPark
<br />System; (c) sublicense, provide, lease, lend, pledge, use for timesharing or service bureau purposes, or allow others
<br />to use the NuPark System to or for the benefit of third parties; (d) modify, change, incorporate into other software,
<br />create any databases other than as permitted herein, or create a derivative work of any part of the Licensed. Software
<br />or Documentation; (e) disclose results of any performance information, analysis, or program benchmark tests
<br />without NuPark's prior written consent; (f) make the NuPark System available in any manner to any third party; or
<br />(g) install or use the NuPark System in any manner not in accordance with the license grant pursuant to Section 2.1.
<br />2.3 Intellectual Property. Customer acknowledges and agrees that the Intellectual Property is
<br />exclusively owned by and reserved to NuPark (or its third party vendors) and NuPark (or such third party vendors)
<br />will retain all right, title, and interest in the Intellectual Property. Customer will neither acquire nor assert any
<br />ownership or other proprietary rights in the Intellectual Property or in any derivation, adaptation, or variation thereof
<br />(regardless of who creates the derivation, adaptation, or variation).
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