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109738\153265\46611157.8
<br />by those customers to Licensee, or (c) that Selectron
<br />otherwise collects or creates, including by automated
<br />means, in the course of performing the Services or
<br />providing the Licensed Software to Licensee.
<br />1.10 “PCI Data” means Cardholder
<br />Data (including, without limitation, Primary Account
<br />Number, cardholder name, expiration date, and
<br />Service Code) and Sensitive Authentication Data
<br />(including without limitation full magnetic stripe data
<br />or the equivalent on a chip, CAV2/CVC2/CW2/CID,
<br />PINs/PIN block), as such terms are defined by the PCI
<br />Security Standards Council.
<br />1.11 “Security Incident” means a
<br />breach of security resulting in an unauthorized third
<br />party gaining access to Licensee Data if (a) such breach
<br />creates a substantial risk of harm to Licensee or any
<br />individual(s) and (b) the Licensee Data was accessed in
<br />unencrypted, usable, or readable form or it is
<br />reasonably likely that the unauthorized third party has
<br />acquired or will acquire the decryption key or other
<br />means of converting the Licensee Data to readable or
<br />usable form.
<br />1.12 “Services” means the outbound
<br />call management, customization, training, set-up,
<br />configuration, or other services listed in Exhibit A and
<br />further described in Exhibit C hereto, the Technical
<br />Support Services, and any other services Selectron
<br />provides to Licensee as described herein.
<br />1.13 “Technical Support Services”
<br />means the maintenance and technical support services
<br />described in Exhibit B hereto.
<br />1.14 “Term” shall have the meaning
<br />set forth in Section 11.1.
<br />1.15 “Trademarks” shall mean (a)
<br />the trademarks, trade names, and service marks used
<br />by a party, whether registered or unregistered; (b) the
<br />respective stylistic marks and distinctive logotypes for
<br />such trademarks, trade names, and service marks; (c)
<br />such other marks and logotypes as either party may
<br />designate from time to time in writing; and (d) the
<br />goodwill connected with the use of and symbolized by
<br />any of the foregoing.
<br />1.16 “Updates” shall mean any
<br />modifications, error corrections, bug fixes, new
<br />releases, or other updates of or to Licensed Software,
<br />including the Documentation, that may be provided or
<br />otherwise made available hereunder by Selectron to
<br />Licensee during the Term.
<br />1.17 “Work Product” means any and
<br />all work product, deliverables, materials, drawings,
<br />works of authorship, creative works, designs,
<br />inventions, documentation, methods, processes,
<br />techniques, software, reports, or data created or
<br />developed by Selectron in the course of performing the
<br />Services or providing the Licensed Software, excluding
<br />Licensee Data.
<br />2. Grant of License; Restrictions
<br />2.1 Grant of License to Use Licensed
<br />Software. Subject to the terms and conditions of this
<br />Agreement, including the End User License Agreement
<br />(“EULA”) attached hereto as Exhibit D which is
<br />incorporated into and made a part hereof, and the timely
<br />payment of all fees hereunder, Selectron hereby grants to
<br />Licensee a non-exclusive, nontransferable,
<br />nonsublicensable, limited license, during the Term, to
<br />access and use the Licensed Software solely in accordance
<br />with the Documentation and the EULA and solely for
<br />Licensee’s own internal business use. Except as set forth
<br />in this Section 2.1 or the EULA, no other right or license of
<br />any kind is granted by Selectron to Licensee hereunder
<br />with respect to the Licensed Software.
<br />2.2 Software Restrictions. Licensee
<br />hereby acknowledges and agrees that it shall not use the
<br />Licensed Software for any purpose other than the purpose
<br />for which Selectron has developed the Licensed Software,
<br />and that it shall use the Licensed Software in accordance
<br />with the EULA and all applicable laws, rules, and
<br />regulations. In the event of any violation of this Section
<br />2.2 or the terms of the EULA by Licensee or any person
<br />Licensee provides with access to the Licensed Software
<br />(whether or not such person is an Authorized User),
<br />Selectron may terminate this Agreement in accordance
<br />with Section 11.2, and shall be entitled to equitable
<br />relief in accordance with Section 12.5.
<br />2.3 Data Restrictions. Selectron
<br />hereby acknowledges that the Licensee Data may contain
<br />sensitive, personally-identifiable information. Selectron
<br />will not disclose Licensee Data to any third-party except as
<br />required to perform its obligations under this Agreement
<br />(e.g., transmittal of PCI Data to Licensee’s designated
<br />payment gateway) and will maintain and use the Licensee
<br />Data only for purposes of performing its obligations under
<br />this Agreement. Except as otherwise expressly provided
<br />herein, Selectron will promptly delete any Licensee Data
<br />that Licensee requests in writing to be deleted (except
<br />for data retention required by law).
<br />2.4 Rights in Aggregate Data.
<br />Notwithstanding Section 2.3, Selectron may, (a) during
<br />the term of this Agreement generate Aggregate Data and
<br />(b) during and after the term of this Agreement, retain,
<br />use, publish, and otherwise disclose Aggregate Data
<br />without restriction, so long as the Aggregate Data is
<br />disclosed in a form in which it cannot be used to identify
<br />Licensee or any particular individual(s).
<br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D
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