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SUBSCRIPTION LICENSE AND SERVICES AGREEMENT
<br />AGREEMENT NUMBER:
<br />THIS SUBSCRIPTION LICENSE AND SERVICES AGREEMENT (the "Agreement") is between Infor (US), Inc. ("Infor") and
<br />("Licensee") as of the Effective Date. The parties agree as follows:
<br />1. Definitions.
<br />(a) "Affiliate" means any entity, directly or indirectly,
<br />controlling, controlled by, or under common control with, Infor.
<br />(b) "Authorized Users" means: (i) Licensee's employees; and
<br />(ii) contractors authorized by Licensee to access the Subscription
<br />Soffivare who, prior to obtaining access to the Subscription Software,
<br />have executed a non -disclosure agreement that protects Infor's
<br />Confidential Information to the same extent as this Agreement, in
<br />each case registered in the database with a unique UserlD and a
<br />unique password.
<br />(c) "Confidential Information" means non-public infonnation
<br />that is identified as or would be reasonably understood to be
<br />confidential and/or proprietary. Confidential Information of Infor
<br />includes, without limitation, the Documentation and the Subscription
<br />Software, including any sollware code and all algorithms, methods,
<br />techniques, and processes revealed or utilized therein. Confidential
<br />Information of Licensee includes Licensee Data. Confidential
<br />Information does not include information that: (i) is or becomes
<br />known to the public without fault or breach of the Recipient; (ii) the
<br />Discloser regularly discloses to third parties Without restriction on
<br />disclosure; (iii) tile Recipient obtains from a third party without
<br />restriction on disclosure and without breach of a non -disclosure
<br />obligation known to Recipient; or (iv) is independently developed by
<br />the Recipient without use of Confidential Information,
<br />(d) "Custornizations" means any components deployed in the
<br />hosted environment for the Subscription Software other than the
<br />generally available Subscription Software or components that
<br />Licensee may deploy via the standard user interface or tools included
<br />in the generally available Subscription Software, Customizations
<br />may include, without limitation, code, databases or third party
<br />extensions that are not included in the generally available
<br />Subscription Software,
<br />(e) "Discloser" means the party providing Confidential
<br />Information to the Recipient.
<br />(f) "Documentation" means the then -current Infor-provided
<br />documentation relating to the features, ftinctions, and use of the
<br />Subscription Software.
<br />(g) "Documented Defect" means a material deviation between
<br />the then -current, general release version of the Subscription Soffivare
<br />and its Documentation.
<br />(h) "Effective Date" means the date identified on the signature
<br />page of this Agreement as the Effective Date,
<br />(i) "Initial Subscription Term" means the initial subscription
<br />period set forth on the applicable Order Form.
<br />0) "Intellectual Property Rights' means any and all rights in
<br />patents, copyrights, trademarks and service marks.
<br />(k) "Licensee Data" means information provided, entered or
<br />uploaded for use by or with the Subscription Software by the
<br />Licensee or its Authorized Users,
<br />(1) "License Restriction" means any limitation on the use of the
<br />Subscription Software identified in an Order Form (e.g., number of
<br />Authorized Users, locations, connections).
<br />(m) "Order Form" means each order form between the parties
<br />incorporating the terms of this Agreement which shall contain,
<br />without limitation, a list of the Subscription Software and associated
<br />quantity and License Restriction, a description of the Subscription
<br />Services, Subscription Fees, and payment terms.
<br />(n) "Personal Information" means information provided to
<br />Infer by or at the direction of Licensee, or to which access was
<br />provided to Infer in the Course of Infor's, performance Linder this
<br />Agreement that: (i) identifies or can be used to identify an individual
<br />(including, without limitation, names, signatures, addresses,
<br />telephone numbers, e-mail addresses and other unique identifiers); or
<br />(ii) can be used to authenticate an individual (including, without
<br />limitation, employee identification numbers, government -issued
<br />identification numbers, passwords or PINS, financial account
<br />numbers, credit report information, bionietric or health data, answers
<br />to security questions and other personal identifiers), Personal
<br />Information shall include any iron -public personal information
<br />regarding any individual that is subject to applicable national, state,
<br />regional, and/or local laws and regulations governing the privacy,
<br />security, confidentiality and protection of non-public personal
<br />information.
<br />(o) "Recipient" means the party receiving Confidential
<br />Information of the Discloser,
<br />(p) "Renewal Term" means any renewal or extension of
<br />Licensee's license to use the Subscription Software following the
<br />expiration of the Initial Subscription Term.
<br />(q) "Residgal Knowlefte" shall mean ideas, concepts, know-
<br />how or techniques related to the Discloser's technology and
<br />Confidential Information that are retained in the unaided memories
<br />of the Recipient who had rightful access to Confidential Information,
<br />(r) "Service Level Description" means the Service Level
<br />Description document applicable to the Subscription Set -vices and
<br />attached as an exhibit to an Order Form,
<br />(s) "Subscription Fees" nicans the fees for the Subscription
<br />Services set forth on the applicable Order Form.
<br />(t) "Subscription Services" means the Subscription Soflwarc-
<br />related application hosting services and Support (as defined in
<br />Section 3(b)) that Infor provides Licensee under this Agreement.
<br />(u) "Subscription Software" rileans collectively or individually
<br />the computer software programs identified in the applicable Order
<br />Form for which Infor is providing the Subscription Services,
<br />Subscription License and Services Agreement (US October 2017) Page 1 of 7
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