LICENSE AND MAINTENANCE AGREEMENT
This license and maintenance agreement (Agreement) is made effective October 29, 2015 between:
QAD Inc., having its principal place of business at 100 Innovation Place, Santa Barbara, CA 93108 USA (hereinafter QAD), and
Calhoun Vision, Inc. having its principal place of business at 171 North Altadena Drive, Suite 201, Pasadena, CA 91107 (hereinafter Customer),
WHEREAS QAD designs, develops and markets certain enterprise Software and provides Maintenance for such Software; and
WHEREAS Customer and/or its Affiliates are interested in purchasing licenses to and Maintenance for such Software and wish to establish the terms and conditions applicable to the licensing and Maintenance of the Software; and
WHEREAS the grant of licenses to the Software takes place once a signed Purchase Order referring to this framework Agreement is issued and QAD or another member of the QAD Group of Companies accepts such order;
NOW THEREFORE, the parties agree us follows:
Article 1. Definitions
The following terms will have the following meanings in this Agreement:
|1.1 || |
Affiliate(s) shall mean legal entities affiliated with Customer, in which Customer a) directly or indirectly holds more than fifty percent (50%) of the nominal value of the issued share capital, or b) has more than fifty percent (50%) of the voting power at general meetings; or c) has the power to appoint a majority of the directors; or d) otherwise maintains core control of such company.
|1.2 || |
Add-On Product shall mean software, other than the Application Bundle, which is owned by, licensed to or resold by QAD and may be licensed by Customer.
|1.3 || |
Application Bundle shall mean a bundle of software, sold as a single package, comprising Tools and Database and products owned or licensed by QAD Inc. that together comprise the QAD enterprise software solution. The description of the full contents of the Application Bundle is available in the Software and Cloud Services Terms.
|1.4 || |
Licensee shall mean Customer or Affiliate to which a license for the Software has been granted for a Location.
|1.5 || |
Location shall mean the physical location of any Licensee where the Software is installed.
|1.6 || |
Maintenance shall mean (1) upon written request, delivery of releases and updates, (2) access to an internet knowledge base at the QAD website (www.QAD.com), (3) the possibility to log calls on the QAD support webpage and (4) after a call has been logged, remote assistance provided in the English language (or the local language if available) such as by telephone and/or via electronic means.
|1.7 || |
Partner shall mean any QAD authorized distributor, system integrator, consulting firm or other third party operating under a written agreement with QAD.