a. “Agreement” means the terms and conditions of this Software License Agreement.
b. “Affiliates” refers to any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with either Party, respectively, either currently or during the term of this Agreement. As used in this definition, the terms “owns”, “owned”, or “ownership” means the direct or indirect possession of more than 50% of the voting securities, or equity in such business entity.
c. “Authorized User” shall mean any Licensee employee, contractor or supplier. Licensee shall ensure that any person having access to or use of the Software provided to Licensee under this Agreement is subject to an obligation of confidentiality with respect thereto at least as restrictive as the confidentiality obligations outlined in clause 5 of this Agreement.
d. “Claim” shall mean any liability, suits, claims, actions, proceedings, losses, damages, judgments and reasonable costs.
e. “Derivative Works” are works developed by Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other preexisting works of the Licensor. Derivative Works may be any improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a preexisting work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work.
f. “Documentation” shall mean the instructions and/or user manuals that describe installation, use, and/or operation of the Software.
g. “Improvements” shall mean, with respect to the Software, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement.
h. “Intellectual Property Rights” shall mean copyright, patents, designs, trademarks, trade names, goodwill rights and trade secrets.
i. “License Term” shall be for a limited period specified in the Agreement, unless otherwise provided.
j. “Software” means and includes the software product purchased and subscribed from the e-commerce Website of the Licensor by the Licensee.
k. “Source Code” is the computer programming source code form of the Software in the form maintained by the Licensor, and includes all non-third-Party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software as well as all updates, error corrections and revisions thereto provided by Licensor, in whole or in part.