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"Malicious Code" means code that is designed or intended to disable or impede the normal operation of, or provide
<br />unauthorized access to, networks, systems, Software or Cloud Services other than as intended by the CVDC.
<br />"Product Specific Terms" means additional product related terms applicable to the CVDC Technology Village acquires.
<br />"Software" means the CVDC computer programs including Upgrades, firmware and applicable Documentation.
<br />"Upgrades" means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the
<br />Software.
<br />"Usage Term" means the period commencing on the Delivery Date and continuing until expiration or termination of
<br />the Entitlement, during which period Village has the right to use the applicable CVDC Technology.
<br />"User" means the individuals (including contractors or employees) permitted to access and use the CVDC Technology on
<br />Village's behalf as part of Village's Entitlement.
<br />"Village" means the individual or legal entity purchasing the CVDC Technology.
<br />Section 3. Using CVDC Technology
<br />3.1 License and Right to Use. CVDC grants Village a non-exclusive, non -transferable (a) license to use the Software ; and
<br />(b) right to use the Cloud Services, both as acquired from CVDC, for Village's direct benefit during the Usage Term and as
<br />set out in Village's Entitlement and this EULA (collectively, the "Usage Rights"), all as set forth in Exhibit A attached
<br />hereto.
<br />Use by Third Parties. Village may permit Authorized Third Parties to exercise the Usage Rights on its behalf, provided
<br />that Village is responsible for (a) ensuring that such Authorized Third Parties comply with this EULA and (b) any
<br />breach of this EULA by such Authorized Third Parties.
<br />3.3 Upgrades or Additional Copies of Software. Village may only use Upgrades or additional copies of the Software
<br />beyond Village's license Entitlement if Village has (a) acquired such rights under a support agreement covering the
<br />applicable Software; or (b) Village has purchased the right to use Upgrades or additional copies separately.
<br />3.4 Interoperability of Software. If required by law and upon Village's request, CVDC will provide Village with the
<br />information needed to achieve interoperability between the Software and another independently created program,
<br />provided Village agrees to any additional terms reasonably required by CVDC. Village will treat such information as
<br />Confidential Information.
<br />3.5 Subscription Renewal. Usage Rights in CVDC Technology acquired on a subscription basis will automatically
<br />renew for the renewal period indicated on the order Village placed with CVDC ("Renewal Term") unless:
<br />(a) Village notifies CVDC in writing at least 45 days before the end of Village's then -current Usage Term of Village's
<br />intention not to renew; or (b) Village elects not to auto -renew at the time of the initial order placed with CVDC.
<br />CVDC will notify Village reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply
<br />for the upcoming Renewal Term unless Village promptly notifies CVDC in writing, before the renewal date, that Village
<br />does not accept the fee changes. In that case, Village's subscription will terminate at the end of the current Usage Term.
<br />For the Usage Term and Renewal Term an annual service fee of fifteen percent (15%) of the initial fees set forth in
<br />Exhibit A attached hereto is due on each annual anniversary date of this Agreement. CVDC's maintenance and support
<br />services are set forth in Exhibit B attached hereto.
<br />Section 4. Additional Conditions of Use
<br />4.1. CVDC Technology Generally. Unless expressly agreed by CVDC, Village may not (a) transfer, sell, sublicense,
<br />monetize or make the functionality of any CVDC Technology available to any third party; (b) use the Software on
<br />second hand or refurbished CVDC equipment not authorized by CVDC, or use Software that is licensed for a specific
<br />device on a different device; (c) remove, modify, or conceal any product identification, copyright, proprietary,
<br />intellectual property notices or other marks; (d) reverse engineer, decompile, decrypt, disassemble, modify, or make
<br />derivative works of the CVDC Technology; or (e) use CVDC Content other than as part of Village's permitted use of the
<br />CVDC Technology.
<br />4.2. Cloud Services. Village will not intentionally (a) interfere with other customers' access to, or use of, the Cloud
<br />Service, or with its security; (b) facilitate the attack or disruption of the Cloud Service, including a denial of
<br />AWN service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses,
<br />trojan horses, worms, time bombs, spyware, adware, and cancelbots); (c) cause an unusual spike or increase in
<br />Village's use of the Cloud Service that negatively impacts the Cloud Service's operation; or (d) submit any
<br />information that is not contemplated in the applicable Documentation.
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