SPECIFIED IN
"ATTACHMENT B - FEES".
.
CONTRACT YEAR: THE TERM "CONTRACT YEAR" MEANS EACH PERIOD OF
TWELVE CONSECUTIVE CALENDAR MONTHS COMMENCING AS OF THE EFFECTIVE DATE AND
OCCURRING DURING THE TERM HEREOF.
.
CUSTOMER:
THE TERM "CUSTOMER" MEANS ANY CUSTOMER OF LICENSEE OR
ANY OF LICENSEE'S AFFILIATES.
.
CUSTOMER LICENSE AGREEMENT:
THE TERM "CUSTOMER LICENSE
AGREEMENT" MEANS THE WRITTEN OR ELECTRONIC AGREEMENT BETWEEN LICENSEE OR ANY OF
LICENSEE'S AFFILIATES, AS THE CASE MAY BE, AND THEIR RESPECTIVE CUSTOMERS THAT
GOVERNS THE USE OF LICENSEE'S OR SUCH AFFILIATE'S OWN SERVICES AND/OR
PROPRIETARY SOFTWARE BY SUCH CUSTOMERS, AND WHICH AGREEMENT SHALL APPLY EQUALLY
TO USE OF THE BINARY SOFTWARE BY SUCH CUSTOMERS PURSUANT TO THIS AGREEMENT.
.
DEFECT:
THE TERM "DEFECT" MEANS PROGRAMMING OR SOFTWARE DESIGN
ERRORS WHICH SUBSTANTIALLY IMPAIR THE PERFORMANCE, UTILITY OR FUNCTIONALITY OF
THE BINARY SOFTWARE (INCLUDING UPDATES AND ENHANCEMENTS TO THE BINARY SOFTWARE,
IF ANY) AS REPRESENTED IN THE SPECIFICATIONS.
.
DOCUMENTATION:
THE TERM "DOCUMENTATION" MEANS ASSOCIATED
MANUALS, TRAINING MATERIALS OR OTHER DOCUMENTED INSTRUCTIONS, PROVIDED TO
LICENSEE IN HARD COPY OR MACHINE-READABLE FORM, WHICH MAY BE CREATED BY LICENSOR
FOR THE BINARY SOFTWARE.
.
EFFECTIVE DATE: THE TERM "EFFECTIVE DATE" MEANS THE DATE FIRST
NOTED ABOVE.
.
ENHANCEMENTS: THE TERM "ENHANCEMENT" MEANS ANY MODIFICATION,
ADAPTATION, ENHANCEMENT, OR TRANSLATION OF THE BINARY SOFTWARE [**] WHICH
IMPROVE OR EXPAND THE FUNCTIONALITY OR FEATURES OF THE BINARY SOFTWARE [**]
BEYOND THAT INITIALLY SUPPLIED TO LICENSEE PURSUANT TO SUBSECTION 1.2.1
HEREUNDER, AND THAT ARE MADE AVAILABLE BY LICENSOR TO LICENSEE UPON REQUEST OF
LICENSEE PURSUANT TO SUBSECTION 1.5.4 HEREUNDER, BUT SPECIFICALLY EXCLUDING
UPDATES.
.
HOSTED EMAIL SERVICE:
THE TERM "HOSTED EMAIL SERVICE" MEANS THE
PRIVATE LABELED HOSTED EMAIL SERVICES FOR MAILBOXES PROVIDED BY LICENSEE OR ANY
OF LICENSEE'S AFFILIATES ON AN OUTSOURCED BASIS TO THEIR RESPECTIVE CUSTOMERS.
.
IMPLEMENTATION DATE:
THE TERM "IMPLEMENTATION DATE" MEANS THE
DATE THE BINARY SOFTWARE (OR ANY COMPONENT THEREOF) HAS BEEN FULLY INSTALLED,
CONFIGURED AND TESTED PURSUANT TO SUBSECTIONS 1.3.2 - 1.3.4, AS CONFIRMED IN
WRITING BY MUTUAL AGREEMENT OF THE PARTIES.
.
IMPLEMENTATION FEE:
THE TERM "IMPLEMENTATION FEE" MEANS THAT FEE
CHARGED TO LICENSEE BY LICENSOR FOR THE COMPLETION OF THE PROJECT IMPLEMENTATION
TASKS PURSUANT TO SUBSECTION 1.3.1 HEREUNDER, AS FURTHER SPECIFIED IN
"ATTACHMENT B - FEES".
.
IMPLEMENTATION PLAN:
THE TERM "IMPLEMENTATION PLAN" HAS THE
MEANING SET OUT IN SUBSECTION 1.3.1 HEREUNDER (I).
3
.
INTELLECTUAL PROPERTY RIGHTS:
THE TERM "INTELLECTUAL
PROPERTY RIGHTS" MEANS
(i)
any and all intellectual property rights or other proprietary rights
existing at any time under any patent law, copyright law, trade-mark law, design
patent or industrial design law, or any other statutory provision, treaty,
convention, common law principle or other legal principle; and
(ii)
any and all applications, registrations, licenses, sub-licenses,
franchises, agreements or any other evidence of a right in any of the foregoing.
.
LICENSEE CONTENT:
THE TERM "LICENSEE CONTENT" MEANS ANY
MATERIALS PROVIDED BY LICENSEE FOR INCORPORATION IN OR USE WITH THE BINARY
SOFTWARE [**********], INCLUDING WITHOUT LIMITATION ANY SOFTWARE, TEXT,
GRAPHICS, VIDEO OR AUDIO