Software Agreement - The Flybook LLC - East Race Event Payment Software

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(q) "Upgrades" means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform, as further defined below. All other capitalized terns used in this Agree€€tent will have the meanings applied to such terns in this Agreement. 2. Term This Agreement will be effective as ofthe Effective Date and shall continue in effect for the period ofthne set forth in Schedule 3, unless earlier terminated in accordance with Section 16 of this Agreement (the "Initial Term"). This Agreement will automatically renew for consecutive terms equal to the length of the Initial Term (each, a "Renewal Term"), unless either party notifies the other of its intent not to renew within thirty (365) days prior to the expiration of the then -current initial Term or Renewal Term. Unless otherwise agreed by the parties, the Charges and the terms and conditions ofthis Agreement shall govern each Renewal Term. The Initial Term and all Renewal Terms are collectively referred to herein as the "Term." 3. The Platform 3.1 Access, The Provider will make the Platform available to the Customer by setting up all account for the Cnsto€tier on tine Platform, and providing to the Customer login details for that account within three (3) business days following the Effective Date, 3.2 License Grant. Subject to the limitations set out in Section 3.3 and the prohibitions set out ill Section 3.4, and the other terms and conditions ofthis Agreement, the Provider hereby grants to the Customer a limited, nott-exclusive, non- transferable, non-subliceusable, non -assignable license, during tine Tenn, to do the following, ill each case for the Permitted Purpose in accordance with the terms ofthis Agreement and the Documentation: (a) access and use, and Permit its Administrative Users to access and use the Administrative Access tools of Platfornt; (b) integrate the Guest Access tools of the Platform with Customer's guest/consumer-facing website using the integration tools provided by Provider; and (c) provide Guest Users with Guest Access to the Platform only through Customer's guest/consumer-facing website. There are no implied licenses under this Agreement, and all rights not expressly granted in this Agreement are expressly reserved by fire Provider. 3.3 Authorized Users. Other than the Authorized Users, no person or entity may access or use the Platfornt without the prior express written consent ofthe Provider. Administrative Users must only use the Platform on behalfofthe Customer in accordance with this Agreement. Tire Customer acknowledges and agrees that all actions of Authorized Users and all actions by anyone using the Customer's account or any Authorized User's account shall be deemed to be actions of the Customer for which the Customer shall be liable. Customer tnay change, acid, or remove all Authorized User in accordance with the procedures specified by the Provider. Customer shall promptly disable the account ofany person who ceases to be an Authorized User because their employment with Customer terminates or they otherwise cease to be designated by Customer as an Authorized User, 3.4 Limitations oil Use. Customer shall, during and after the tern ofthis Agreement, comply with the following limitations: (a) Customer shall not permit any person other than its designated Administrative Users to use the Administrative Access tools of tile Platfornt. Customer shall not permit any person other than its designated Guest Users to use the Guest Access tools of tile Platform. (b) The Plattorn may not be used for any purpose other than the Permitted Purpose (c) The Platform may not be used for any fraudulent activities. HANDACT?AFTFD 790 SW Industrial Way Suite 101, Bend, Oregon 97701 p. 855.909,2665 e. info a theflybook.co€n