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(v) "Subscription Term" means the Initial Subscription Term or <br />any Renewal Term, as applicable. <br />(w) "Third Par Licensor" means a third party whose software <br />products ("Third Party Products") have been made available to <br />Infor for distribution and licensing under the terms of its agreement <br />with Infor (a "Third Party Aereernent"). <br />(x) "Updates" means generally available updates, <br />enhancements or modifications to the then -current, general release <br />version of the Subscription Software that are not separately priced or <br />licensed as new products. <br />(y) "UserTl)" means a unique user identification credential <br />used in combination with a unique password to access the <br />Subscription Services. <br />2. License. Subject to the terms and conditions of this <br />Agreement and the applicable Order Form, Infor hereby grants to <br />Licensee a non-exclusive, non -transferable, limited license (without <br />the right to sublease or sublicense) to access and use the Subscription <br />Software and the Subscription Services, during the Subscription <br />Term, in an operating environment hosted by Infor, for Licensee's <br />own internal use. Any rights not expressly granted in this Agreement <br />are expressly reserved. <br />(a) Documentation. Licensee may make a reasonable number of <br />copies of the Documentation for the Subscription Software for its <br />internal use in accordance with the terms of this Agreement. <br />(b) License Restriction. Licensee's use of the Subscription <br />Software and Subscription Services is subject to any License <br />Restriction specified in the applicable Order Form. <br />(c) Additional Restrictions on Use of the Subscription Software <br />and Subscription Services. In no event shall Licensee access the <br />Subscription Software on any environment outside the hosted <br />environment selected by Infor as part of the Subscription Services, <br />In no event shall Licensee or its Authorized Users possess or control <br />the Subscription Software or any related software code. Licensee is <br />prohibited from causing or permitting the reverse engineering, <br />disassembly or de -compilation of the Subscription Software. Except <br />as expressly provided by this Agreement, Licensee is prohibited from <br />using the Subscription Software to provide service bureau services to <br />third parties. Licensee will not allow the Subscription Software to be <br />used by, or disclose all or any part of the Subscription Software to, <br />any person except Authorized Users. Licensee acknowledges and <br />agrees that U.S. export control laws and other applicable export and <br />import laws govern its use of the Subscription Software and Licensee <br />will neither export or re-export, directly or indirectly, the <br />Subscription Software, nor any direct product thereof in violation of <br />such laws, or use the Subscription Software for any purpose <br />prohibited by such laws. <br />(d) Intellectual Property Rights Notices. Licensee is prohibited <br />from removing or altering any of the Intellectual Property Rights <br />notice(s) embedded in the Subscription Software or that Infor <br />otherwise provides with the Subscription Services. Licensee must <br />reproduce the unaltered Intellectual Property Rights notice(s) in any <br />full or partial copies that Licensee makes of the Documentation. <br />(e) Ownership. Use of the Subscription Software and <br />Subscription Services does not grant any ownership rights in or to the <br />Subscription Software, the Subscription Services, or the <br />Documentation. Licensee Data shall be the sole property of Licensee. <br />Infor may collect anonymous data related to Licensee Data or use of <br />the Subscription Software and Subscription Services (collectively <br />"Anonymous Data"), and such Anonymous Data (which in no event <br />will include Personal Information) shall be the sole property of Infor <br />and not considered Licensee Data. <br />3. Subscription Services. <br />(a) Hosted Environment. Infor will provide the application <br />hosting environment, including the hardware, equipment, and <br />systems software configuration on which Infor supports use of the <br />Subscription Software and Subscription Services, on servers located <br />at a facility selected by Infor. <br />(b) SuRport. Infor shall (a) provide Licensee with access (via the <br />internet, telephone or other means established by Infor) to Infor's <br />support helpline, (b) install, when and if generally available, Updates; <br />and (c) use reasonable efforts to correct or circumvent any material <br />deviation between the then -current, general release version of the <br />Subscription Software and its Documentation (the foregoing referred <br />to collectively as "Support"). Support is included in the Subscription <br />Fee. <br />(c) User Accounts. Licensee is responsible for maintaining its <br />own Authorized User UserIDs and passwords which can be managed <br />through the Subscription Software interface. Licensee is responsible <br />for maintaining the confidentiality of Licensee's UserIDs and <br />passwords and shall cause its Authorized Users to maintain the <br />confidentiality of their UserIDs and Passwords. Licensee is <br />responsible for all uses of and activities undertaken with UserIDs <br />registered on Licensee's account. Licensee agrees to immediately <br />notify Infor of any unauthorized use of Licensee's UserIDs of which, <br />Licensee becomes aware. <br />(d) Connectivi . Infor will be responsible for maintaining <br />connectivity from its network to the Internet which is capable of <br />servicing the relevant Internet traffic to and from the hosted <br />environment. Licensee is responsible for providing connectivity to <br />the Internet for itself and its Authorized Users. Licensee shall also be <br />responsible for ensuring that latency and available bandwidth from <br />the user's desktop to Infor's hosted routers is adequate to meet <br />Licensee's desired level of performance. If Licensee rcquires a VPN <br />or private network connection to the Subscription Services, Licensee <br />is responsible for all costs associated with any specialized network <br />connectivity required by Licensee. If Infor offers the Subscription <br />Software in a single tenant environment, Licensee will require a VPN <br />to access such environment. <br />(e) Restrictions. Infor shall have no obligation to correct a <br />problem caused by Licensee's negligence, Licensee's equipment <br />malfunction or other causes beyond the control of Infor. <br />(0 Customizations. Customizations are not permitted absent <br />Infor's prior written consent. If permitted, Customizations may only <br />be created and deployed by Infor, and shall be documented in a <br />separate agreement between Infor and Licensee. Support or other <br />services for Customizations are not available under this Agreement <br />or included as part of the Subscription Fees and may only be <br />purchased pursuant to a separate agreement between Infor and <br />Licensee. <br />4. Payment and Taxes. <br />(a) Payment. Licensee shall pay Infor the Subscription Fees set <br />forth on the Order Form. Subscription Fees are payable in advance <br />and Infor will invoice Licensee for Subscription Fees prior to the <br />commencement of the portion of the Subscription Term to which <br />such fees apply. After the Initial Subscription Term, the Subscription <br />Fees shall be subject to annual adjustment. Except as otherwise set <br />Subscription License and Services Agreement (US October 2017) Page 2 of 7 <br />