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Docusign Envelope[D: EBOF4148-19FB-44Bo-8388-21E424553A38 <br /> knowledge, know-how, including without limitation, trade secrets, and other <br /> materials or things. <br /> 1.11 "Intellectual Property Rights" means: (a) any and all proprietary rights anywhere in <br /> the world provided under: (i) patent law; (ii) copyright law, including moral rights; <br /> (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor <br /> chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other <br /> statutory provision or common law principal applicable to this Agreement which <br /> may provide a right in either: (A) Intellectual Property; or(B) the expression or use <br /> of Intellectual Property; and (b) any and all applications, registrations, licenses, <br /> sub-licenses, franchises, agreements or any other evidence of a right in any of the <br /> foregoing. <br /> 1.12 "License Fees" means the fees charged by Versaterm in respect of the provision <br /> of Software to Customer on an on-premises basis, as further identified in a Service <br /> Schedule. <br /> 1.13 "Licensed Materials" means collectively the Versaterm Platform, Software, and the <br /> User Documentation. <br /> 1.14 "Maintenance and Support Fees" means the fees charged by Versaterm in respect <br /> of maintenance and support services as further identified in a Service Schedule. <br /> 1.15 "Network Aggregator Provider" means a third party service provider that offers <br /> connectivity services to securely link separate networks. <br /> 1.16 "Open Source Software Components" means software programs, libraries, or <br /> distributables (commonly known as "public", "open source" or "free" software) <br /> made publicly available by the copyright holders. <br /> 1.17 "Party" means either Customer or Versaterm and "Parties" means both. <br /> 1.18 'Person" means any individual, company, corporation, partnership, government or <br /> government agency, authority or entity howsoever designated or constituted. <br /> 1.19 "Point of Access" means Versaterm's, or its subcontractor's, border router, which <br /> is used to establish connectivity from the Versaterm Platform to Versaterm's, or its <br /> subcontractor's, internet provider, or the public internet. <br /> 1.20 "Professional Services" all professional services purchased by Customer in respect <br /> of the Subscription Services or use of Software (if installed on Customer's <br /> premises) , including implementation services, data migration, specialized support, <br /> training services and any other services as further described in a Service Schedule <br /> or Statement of Work. <br /> 1.21 "Service Schedule" means the applicable written document, signed by Customer <br /> and Versaterm, which incorporates by reference the terms and conditions of this <br /> MSA, the terms and conditions of Subscription Service or the terms and conditions <br /> regarding use of the Software, any attached SOW, and any other relevant terms <br /> and conditions with respect to Customizations, Professional Services, <br /> Implementation or the provision of other technical services. <br /> 1.22 "Software" means the computer programs owned by Versaterm and which are <br /> licensed to Customer under a Service Schedule, including: (a) all maintenance <br /> modifications (updates and upgrades); (b)'Enhancements; (c)Customizations, now <br /> developed or to be developed by or for Versaterm during the Term; and (d) all <br /> formulas, routines, subroutines, algorithms, concepts, techniques, know-how and <br /> September 2024—A04092024 Page 3 of24 <br />