Last updated: May 31, 2024

LEAN PEAKS SOFTWARE LICENSE AGREEMENT

1. GENERAL

1.1 Formation of Legally Binding Contract

1.2 Application and Priority of Terms.

1.3 Subsequent Licensing; Upgrades.

1.4 Communication of Usage Data.

1.5 Information Provided by Licensee.

1.6 Defined Terms.

2. RIGHT TO USE

2.1 Grant of Rights.

2.2 Entitlements and Licenses.

2.3 Licensee Responsibilities.

3. LICENSE TYPES AND SCOPE OF USE

3.1 License Types.

3.2 Additional Limitations and Restrictions.

3.3 Use of Cloud Services.

3.4 Open Source Software.

4. RESTRICTIONS ON USE

4.1 Restrictions on Use of Software.

4.2 Further Restrictions on Use of Software.

4.3 Restrictions on Open Source Software.

5. OWNERSHIP AND RESERVATION OF RIGHTS

5.1 Ownership of Software.

5.2 Feedback.

6. FEES AND PAYMENT

6.1 Fees.

6.2 Taxes.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

7.1 Limited Warranty.

7.2 Warranty Disclaimer.

7.3 Limitation on Types of Recoverable Damages.

7.4 Monetary Cap on Damages.

7.5 Essential Terms.

8. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY

8.1 Indemnity. Subject to Section 7, if any claim based upon an alleged direct infringement of a Canadian or American copyright or trade secret is asserted against Licensee by a third party (other than an Affiliate of Licensee) by virtue of its Use of the Software in accordance with this Agreement, Lean Peaks will indemnify Licensee solely for direct damages (which, for greater certainty, excludes any accounting of profits) awarded to such third party and which the Licensee has been ordered to pay as a result of such claim, provided that Lean Peaks: (i) receives prompt written notice of such claim; (ii) has the sole and exclusive right, if it chooses, to control and direct the investigation and the defense or settlement of such claim; and (iii) receives the reasonable cooperation and assistance of Licensee as requested by Lean Peaks, at Lean Peaks's expense.

8.2 Exclusions. Lean Peaks shall have no obligation or liability under Section 8.1 if the infringement relates to: (i) Use of the Software other than as expressly authorized under this Agreement; (ii) the combination, merger or interface of the Software with other software, hardware, or data by Licensee or a third party; (iii) Use of any release of the Software other than the most current supported release(s) made available to Licensee; (iv) any modification of the Software by anyone other than Lean Peaks; or (v) compliance with any Licensee instructions or requests. Lean Peaks shall also have no obligation or liability under Section 8.1 in connection with any software or other technology not claimed to be owned by Lean Peaks, including without limitation, the Open Source Software and any materials related thereto.

8.3 Lean Peaks Options. If the Software infringes, or in the reasonable determination of Lean Peaks is likely to infringe, any third party's intellectual property rights, Lean Peaks may, at its option, either: (i) procure for Licensee the right to continue Using the Software or replace or modify the Software (without loss of functionality) so that it becomes non-infringing; or (ii) terminate this Agreement and refund the license fee paid by Licensee less a reasonable amount for any value received by Licensee (as determined by Lean Peaks in its sole discretion).

8.4 Exclusive Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 8 STATE LEAN PEAKS'S ENTIRE LIABILITY AND OBLIGATIONS, AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

9. FEEDBACK AND SOURCE CODE CONTRIBUTIONS

9.1 Assigning Rights. Licensee hereby acknowledges and agrees that if Licensee provides Lean Peaks with any Feedback, Lean Peaks is free to use the Feedback however it chooses. If Licensee makes any Source Code Contribution available to Lean Peaks, Licensee hereby assigns to Lean Peaks all right, title, and interest (including all copyright, patent, and other intellectual property rights) in that Source Code Contribution for all current and future methods and forms of exploitation in any country. If any of those rights are not effectively assigned under applicable law, Licensee hereby grants Lean Peaks a non-exclusive, fully-paid, irrevocable, royalty-free, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Source Code Contribution for all current and future methods and forms of exploitation in any country. If any of those rights may not be assigned or licensed under applicable law (such as moral and other personal rights), Licensee hereby waives and agrees not to assert all of those rights. However, Licensee may continue to freely use any Feedback that Licensee provides to Lean Peaks, and Licensee may continue to use, in any manner consistent with the License, any Source Code Contribution that Licensee makes available to Lean Peaks.

9.2 Credit and Compensation. Licensee understands and agrees that Lean Peaks is not required to make any use of any Feedback or Source Code Contribution that Licensee provides. Licensee agrees that if Lean Peaks makes use of Licensee's Feedback or Source Code Contribution, Lean Peaks is not required to credit or compensate Licensee for their contribution.

9.3 Ability to Grant Rights. Licensee represents and warrants that Licensee has all applicable rights to any Feedback or Source Code Contribution that Licensee provides to Lean Peaks to grant Lean Peaks and other affected parties the rights described above. This includes, but is not limited to, intellectual property rights and other proprietary or personal rights.

10. TERM AND TERMINATION

10.1 Term. Licensee's right to Use the Software pursuant to any given License shall terminate at the end of the term for the License Type associated with such License, as such term is set out in Appendix A to this Agreement.

10.2 Termination by Licensee for Convenience. Subject to Section 6.1, Licensee may terminate this Agreement at any time by providing Lean Peaks with written notice of same and complying with Section 10.4.

10.3 Termination by Lean Peaks. Lean Peaks may terminate this Agreement, and therefore the right granted under Section 2.1, upon notice to Licensee: (i) if Licensee breaches any of the terms and conditions of this Agreement and, if curable, fails to cure such breach to the satisfaction of Lean Peaks within fifteen (15) days of Lean Peaks notifying Licensee of the breach; (ii) if Licensee breaches any of its payment obligations under this Agreement and fails to make full payment within ten (10) days of Lean Peaks notifying Licensee of such breach; (iii) Licensee undergoes a Change of Control without the prior written consent of Lean Peaks (which consent may not be unreasonably withheld by Lean Peaks); (iv) Licensee commits any act of bankruptcy, becomes insolvent or admits its insolvency (as defined or provided for in any applicable statute); (v) any proceeding, voluntary or involuntary, is commenced respecting Licensee pursuant to any statute relating to bankruptcy, insolvency, reorganization of debts, liquidation, winding up or dissolution, including any proceedings under the Bankruptcy and Insolvency Act, the Companies' Creditors Arrangement Act or the Winding-Up and Restructuring Act; (vi) Licensee passes any resolution for its liquidation, winding up or dissolution; or (vii) Licensee ceases to carry on business in the ordinary course.

10.4 Licensee Obligations Upon Termination. Upon receipt by Licensee of written notice of termination from Lean Peaks, or termination by Licensee, as applicable, Licensee shall immediately: (i) unredeem all Entitlements (i.e. return all Licenses) using the tools provided as part of the Software; (ii) cease Using the Software; (iii) permanently delete all installed and back-up copies of the Software; (iv) return or destroy all Confidential Information made available to Licensee by Lean Peaks; and (v) within five (5) days after the date of such termination, provide Lean Peaks with a written confirmation that Licensee has complied with all of the foregoing.

10.5 Survival. The provisions of Sections 2.3 (excluding part (v)), 3.4, 4 (without limiting the intended effect of Section 10.4), 5, 6, 7.3, 7.4, 7.5, 9, 10.4, 10.5, 11, 12, 13 (excluding 13.11) and 14 shall survive termination of this Agreement.

11. CERTIFICATION AND INSPECTION

11.1 Inspection. Lean Peaks or its authorized representative may at any time after written notice to Licensee, electronically or otherwise, reasonably inspect Licensee's records, systems and facilities in order to ensure compliance with this Agreement. Licensee will provide full cooperation in connection with any such inspection, including the provision of such additional documentation and information as Lean Peaks may reasonably request. Licensee shall ensure that the agreement between Licensee and each applicable Licensee Affiliate and third party Authorized User includes the right for Lean Peaks to perform such inspections.

11.2 Remediation. If as a result of an inspection pursuant to Section 11.2, Lean Peaks determines that Licensee's installation of Licenses or Use of the Software is not, or has not been, in conformity with this Agreement, Licensee shall promptly: (i) obtain the applicable Entitlement(s) or License(s) from Lean Peaks required for such installation or Use; (ii) pay the applicable fees in respect of such License(s) for prior and future Use; and (iii) pay all reasonable costs and expenses incurred by Lean Peaks in respect of the certification or inspection, as applicable.

12. CONFIDENTIALITY

12.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). In addition, Confidential Information of Lean Peaks includes, without limitation, the Software and accompanying documentation. Regardless of whether any information is marked or identified as confidential, any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party.

12.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

12.3 Exceptions. The Receiving Party’s obligations under Section 12.2 with respect to any Confidential Information of the Disclosing Party will terminate if such Confidential Information: (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (ii) is/was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; or (iii) is, or through no fault of the Receiving Party has become, generally available to the public. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

12.4 Return of Confidential Information. The Receiving Party will either, at the Disclosing Party’s option, return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first.

12.5 Confidentiality of Agreement. Neither party will disclose any terms of this Agreement to anyone other than its Affiliates, legal counsel, accountants, and other professional advisors under a duty of confidentiality except: (i) as required by law; (ii) pursuant to a mutually agreeable press release; or (iii) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement consistent with the terms of this Section 12).

13. MISCELLANEOUS

13.1 Relationship of Parties. In giving effect to this Agreement, neither party will be or be deemed an agent of the other for any purpose and their relationship in law to the other will be that of independent contractors. Nothing in this Agreement will constitute a partnership in law, franchise or a joint venture between the parties. Neither party will have the right to enter into contracts, pledge the credit of or incur expenses on behalf of the other.

13.2 No Waiver. Any waiver of any terms or conditions of this Agreement will be effective only if in writing and signed by the party granting such waiver. Such waiver shall be effective only in the specific instance and for the specific purpose for which it has been given and shall not be deemed or constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of either party to exercise, and any delay in exercising, any of its rights hereunder, in whole or in part, shall not constitute or be deemed a waiver or forfeiture of such rights, neither in the specific instance nor on a continuing basis. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

13.3 Severability. If for any reason a court of competent jurisdiction finds any terms or conditions of this Agreement, or portion thereof, to be unenforceable, the remainder of this Agreement will continue in full force and effect.

13.4 Assignment. Licensee shall not assign or transfer this Agreement or any of its rights or obligations hereunder (whether in connection with, or as a result of, any consolidation, arrangement, reorganization, amalgamation, acquisition, merger, sale, operation of law, or otherwise), in whole or in part, without the prior written consent of Lean Peaks (which consent may be withheld by Lean Peaks in its sole and absolute discretion).

13.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter and there are no representations, warranties, conditions or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein. The terms of any purchase order or similar document submitted by Licensee to Lean Peaks shall not modify, add to or otherwise amend the terms of this Agreement.

13.6 Binding Arbitration. Unless otherwise agreed in writing by the parties, all disputes relating to this Agreement shall not be submitted to the courts for resolution, but may be submitted to final and binding arbitration by either party pursuant to the Arbitration Act, 1991 (Ontario) (the “Arbitration Act”). The arbitration shall be treated as confidential and will be held in Toronto, Canada. The arbitral tribunal shall be composed of one arbitrator (the “Arbitrator”). The party that wishes to initiate the arbitration (the “Applicant”) shall deliver a notice to that effect (the “Notice to Arbitrate”) to the other party, which notice shall nominate an individual to act as the Arbitrator. Within thirty (30) days of the date of receipt of the Notice to Arbitrate (the “Response Date”) the other party (the “Respondent”) shall, by notice to the Applicant, either signify its acceptance of the nominee or, in the alternative, propose an alternative individual to act as the Arbitrator (the “Response”). If the Respondent fails to provide a Response by the Response Date, the Respondent shall be deemed to have accepted the Applicant's nominee for Arbitrator. If the Respondent provides a Response by the Response Date suggesting an alternative individual to act as Arbitrator, the Applicant shall within thirty (30) days of the date of receipt of the Response, by notice to the Respondent, signify either its acceptance or rejection of the Respondent's nominee for Arbitrator. If the Applicant fails to provide notice by such date, the Applicant shall be deemed to have accepted the Respondent's nominee for Arbitrator. If the Applicant provides notice by such date signifying its rejection of the Respondent's nominee for Arbitrator, the parties shall use commercially reasonable efforts to cause their respective nominees to select the Arbitrator. Any costs associated with same shall be borne equally by the parties. If such selection does not occur within thirty (30) days of the date of the Applicant's rejection notice, then the Applicant may apply to the Superior Court of Justice of Ontario for the appointment of an arbitrator pursuant to the provisions of the Arbitration Act. The costs of the application shall be borne equally by the parties. The parties agree that they will act reasonably and in good faith to ensure the selection of an Arbitrator who is objective, independent and suitably qualified to deal with the dispute. Upon failure, refusal or inability of the Arbitrator to act, his or her successor shall be appointed in the same manner. The costs of the Arbitration shall be in the discretion of the Arbitrator. Nothing in this Agreement shall prevent Lean Peaks from seeking immediate equitable relief.

13.7 Governing Law and Jurisdiction for Resolving Claims. Subject to Section 13.6, this Agreement shall be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein and the parties irrevocably submit to the non-exclusive jurisdiction of the Ontario courts. The parties expressly disclaim the application of the United Nations Convention for the International Sale of Goods.

13.8 Headings; Sections. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. References herein to Sections are to sections of this Agreement.

13.9 Interpretation of “including”. Where the word “include”, “includes” or “including” is used in this Agreement, it means “include”, “includes” or “including”, in each case, “without limitation”.

13.10 Non-Exclusive Remedies. Except as provided in this Agreement, all remedies provided for under this Agreement are non-exclusive and are in addition, and without prejudice, to any other rights as may be available to Lean Peaks, whether in law or equity. By electing to pursue a remedy, Lean Peaks does not waive its right to pursue any other available remedies.

13.11 Export Compliance. Each party shall comply with the export laws and regulations of Canada, the United States, and other applicable jurisdictions in its provision and, in the case of Licensee, its downloading, installation and Use of, the Software. Without limiting the foregoing: (i) each of Lean Peaks and Licensee represents that it is not named on any U.S. government list of person or entities prohibited from receiving exports; and (ii) Licensee shall not permit any Person to Use the Software in violation of any U.S. export embargo, prohibition, or restriction.

13.12 Publicity. Neither party may issue press releases relating to this Agreement without the other party's prior written consent, or use in any manner the name(s), logo(s) or trademark(s) of the other party without such other party's prior written consent.

13.13 Language. The parties acknowledge that they have required this Agreement to be written in English. Les parties aux présentes reconnaissent qu'elles ont exigé que la présente entente soit rédigée en anglais.

13.14 Notice. Any notice, demand or other communication (in this Section, a “notice”) required or permitted to be given or made under this Agreement will be in writing and will be sufficiently given or made if: (i) delivered in person during normal business hours of the recipient on a Business Day and left with a receptionist or other responsible employee of the recipient; (ii) except during any period of actual or imminent interruption of postal services due to strike, lockout or other cause, sent by registered mail; or (iii) sent by facsimile transmission or other electronic means which produces a written record of successful transmission, or by email if receipt is confirmed by the sender's email system. Notices to Licensee shall be sent to the most recent address, facsimile number or email address provided by Licensee to Lean Peaks and to the attention of the contact person on file with Lean Peaks. Notices to Lean Peaks shall be sent to: legal@leanpeaks.com. Each notice sent in accordance with this Section will be deemed to have been received: (i) on the day it was delivered; (ii) on the seventh (7^th) Business Day after it was mailed (excluding each day on which there is any interruption of postal services due to strike, lockout or other cause); and (iii) on the same day that it was sent by facsimile transmission or email provided that it was sent during normal business hours of the recipient on a Business Day, otherwise, on the first Business Day thereafter. Contact information for notice may be changed by giving notice in accordance with this Section. “Business Day” means any day of the week except Saturday, Sunday or any statutory or civic holiday observed in Toronto, Ontario.

13.15 Force Majeure. Any delay in the performance of any duties or obligations of either Lean Peaks or Licensee (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labour dispute, pandemic, epidemic, shortage of materials, fire, earthquake, flood, failure of third party suppliers, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

14. DEFINITIONS

When used in this Agreement, each of the following terms has the meaning given to such term below, and grammatical variations of such terms have corresponding meanings.

“Affiliate” of a party means any Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by such party, or is Controlled by a Person who also Controls such party.

“Agreement” means this Lean Peaks Software License Agreement, as may be amended in accordance with its terms.

“Applicant” has the meaning set out in Section 13.6.

“Arbitrator” has the meaning set out in Section 13.6.

“Arbitration Act” has the meaning set out in Section 13.6.

“Authorized Subcontractors” means third parties sub-contracted by Licensee to create content for Licensee.

“Authorized Users” means: (i) Licensee Personnel; and (ii) Licensee Affiliate Personnel and employees of Authorized Subcontractors, provided that Licensee has given Lean Peaks notice of such Affiliates and Authorized Subcontractors, and provided that such Licensee Affiliate Personnel and employees of Authorized Subcontractors are Using the Software solely to create content for Licensee.

“Change of Control” of Licensee means a change of the Person or Persons that directly or indirectly Control Licensee.

“Client Computer” means a Computer running the Software. If the Software is being Used via a thin client, remote desktop, virtual network computing (VNC), or other graphical desktop sharing system, the Client Computer's location is defined as the location of the User of the Software, not the location of the remote computer.

“Cloud Service” means a third party service that provides access to a pool of Computers for installation, hosting, processing and/or storage of software and/or data, where such Computers are outside of the direct physical control and/or ownership of the Person obtaining the service and where such Computers may or may not be shared by other Persons.

“Computer” means: (i) an electronic device containing one or more central processing units that runs an operating system and accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions; or (ii) a software implementation of such a device (including virtual machines and other emulation technology); in each case that is owned, leased, rented or borrowed by Licensee or the Authorized User.

“Confidential Information” has the meaning set out in Section 12.1.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

“Disclosing Party” has the meaning set out in Section 12.1.

“Entitlement(s)” means data residing on Lean Peaks's systems that the Licensee can redeem (i.e. trade in exchange for a License) or un-redeem, using the tools provided as part of the Software.

“Feedback” has the meaning set out in Section 5.2.

“Lean Peaks” has the meaning set out in the preamble to this Agreement.

“License” means a string of data that is issued upon the redemption of an Entitlement, or issued by Lean Peaks directly, and that, when installed on a Computer, allows the Software to be Used on that Computer.

“License Type” has the meaning set out in Section 3.1.

“Licensee” has the meaning set out in the preamble to this Agreement.

“Licensee Affiliate Personnel” means the: (i) employees (including contract employees) of the applicable Licensee Affiliate; (ii) third parties subcontracted by the applicable Licensee Affiliate to create content for Licensee; (iii) co-op and other students engaged by and otherwise working with the applicable Licensee Affiliate; and (iv) interns of the applicable Licensee Affiliate.

“Licensee Personnel” means: (i) if Licensee is an individual, that individual; or (ii) if Licensee is an Organization: (a) Licensee's employees (including contract employees); (b) independent contractors engaged by Licensee; (c) co-op and other students engaged by and otherwise working with or for Licensee; and (d) Licensee's interns.

“Notice to Arbitrate” has the meaning set forth in Section 13.6.

“Open Source Software” and “Open Source Licenses” have the respective meanings set out in Section 3.4.

“Organization” has the meaning set out in Section 1.1.

“Person” includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality of the foregoing or any other entity.

“Receiving Party” has the meaning set out in Section 12.1.

“Related Materials” means all materials related to the Software being installed and all Upgrades, including documentation, user manuals, training videos, tutorials and files, provided directly or indirectly by Lean Peaks, whether on-line or otherwise.

“Response” has the meaning set out in Section 13.6.

“Response Date” has the meaning set out in Section 13.6.

“Respondent” has the meaning set out in Section 13.6.

“Software” has the meaning set out in the preamble to this Agreement.

“Source Code Contribution” means any source code or any modifications to source code shipped with the Software that Licensee makes available to Lean Peaks in order to improve the Software.

“Taxes” means any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar government charges or assessments of any nature, including sales taxes, value-added taxes, excise taxes and withholding taxes, exigible on the transaction contemplated by this Agreement.

“Territory” means: (i) the country, state, province, municipality or other jurisdiction specified in the Transaction Confirmation; (ii) where no Transaction Confirmation is provided to Licensee and Licensee obtains Entitlements(s) through the online process, the Territory will be the province (in the case of Canada), state (in the case of the United States) or equivalent administrative division (in the case of some other country) that corresponds with the address confirmed as part of the online purchase verification; and (iii) if no country, state, province, municipality or other jurisdiction is specified in the Transaction Confirmation or the online purchase verification, the Territory shall be the province (in the case of Canada), state (in the case of the United States) or equivalent administrative division (in the case of some other country) where Licensee originally installed the License(s).

“Transaction Confirmation” means an invoice issued by Lean Peaks to Licensee in respect of Licensee's licensing of the Software or, where no invoice is issued, the email, quotation or other communication provided by Lean Peaks to Licensee, setting out certain particulars in respect of the licensing of the Software to Licensee, which may include: (i) Licensee's name and contact information; (ii) the Software product being licensed; (iii) the applicable License Type(s); (iv) the fees payable to Lean Peaks; (v) the applicable Territory; (vi) the number of Entitlements and/or Licenses issued or to be issued; (vii) the locations from which the Software may be Used; (viii) the applicable term(s) and/or termination date(s); and/or (ix) any additional restrictions on Use of the Software.

“Updated Agreement” has the meaning set out in Section 1.3.

“Upgrades” means all updated and/or upgraded versions of the software being installed that Lean Peaks provides or makes available to Licensee from time to time.

“Use”, “Used” or “Using” means: (i) to access, initiate, execute, run, display, view and operate the Software, including to author, modify and run digital assets; and (ii) in the case of the Related Materials only, to review and print.

APPENDIX A

Terms and Conditions of License Types

(capitalized terms used below are defined in the Agreement)

1. General Purpose License

• Permitted Use
  • Only Licensee may Use the Software for any purpose.
  
  
  
• Installation
  • For each License issued, Licensee may install the License and Use the Software.
  
  
  
• License Relocation
  • Relocating of the License is permitted.
  
  
  
• Dedicated Computer / License Server Relocation
  • Relocating of the License is permitted.
• Term
  • Entitlements do not expire.