On Premise Software

Description

IDE Special Terms and Conditions for On-Premise Software 1. Definitions. Unless the context clearly requires otherwise, the definitions set forth in the IDE General Terms and Conditions shall apply to terms used in these IDE Special Terms and Conditions for On-Premise Software. In addition, the following terms shall have the following meanings when used in these IDE Special Terms and Conditions for On-Premise Software: 1.1. “Software” means the software application and related services provided to the IDE by the Contractor and described in the functional and technical specifications set forth in the Agreement and the software application’s documentation (the “Specifications”). 1.2. “Update” means an enhancement, repair, patch, or fix to the Software. 2. License. The Contractor hereby grants IDE a nonexclusive license to reproduce and use the Software for its access and benefit during the term of the Agreement. The IDE’s license includes the right to all Updates at no additional cost during the term of the Agreement. The Contractor shall provide notice to the IDE when an Update is offered to the Contractor’s customers. 3. 4. Ownership of Materials and Information. 3.1. Except as specifically provided otherwise in the Agreement, the IDE shall own and retain all rights to the following: (1) any information, documents, data, or materials provided by the IDE to the Contractor for purposes of the Agreement; and (2) any deliverable provided by the Contractor to the IDE under the Agreement (collectively, with (1), “IDE Property”). 3.2. Upon written request of the IDE, the Contractor shall deliver the IDE Property to the IDE in an accessible format. As used in this section, “accessible format” shall mean an electronic format accepted in writing by the IDE capable of copying and insertion into new electronic formats without locking or “screen shots.” Warranties. The Contractor warrants that: 4.1. During the term of the Agreement, the Software will perform materially as described in the Specifications; 4.2. 07/01/2024 The Contractor is the owner of the Software and of each and every component IDE SPECIAL TERMS AND CONDITIONS FOR ON-PREMIS SOFTWARE thereof, or the recipient of a valid license thereto; 4.3.