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AXURE RP LICENSE AGREEMENT

This Axure RP License Agreement is made between Axure Software Solutions, Inc. (“Axure”) and you, the Customer, on behalf of itself and any Permitted Affiliates. The term “Party” shall refer to Axure and to Customer and it Permitted Affiliates. Acceptance of this Agreement by the parties shall entitle the Customer to use the Software, subject to the terms andconditions stated herein. If Customer has signed an Axure Quote or an Axure RP License Agreement as a “Customer”, then that agreement will apply and govern in lieu of this Agreement. In the event that Customer does not agree with this Agreement, Customer is not authorized to install or use the Software- please promptly contact Axure at support@axure.com.
1. Definitions

1.1 “Agreement” shall meanthe applicable Axure RP License Agreement and Quote, if any. In the event of a conflict between the terms of this agreement and an applicable Quote, the latter shall control and govern.

1.2 “Customer” shall mean the person or company named as such in a Quote, if applicable, and any Permitted Affiliates, or the person or company that acquired the Seat license via the Order Process. The termCustomer shall expressly exclude any other parent companies, sister companies, subsidiaries or other affiliates.

1.3 “Edition” shall mean a particular bundling of features in a manner that provides substantial additional or lesser functionality.

1.4 “Effective Date” shall mean the date set forth as such in a Quote, if applicable, or the date that Customer acquired the Seat license or it wasmade available (whichever is earlier) via the Order Process.

1.5 “Evaluation Seat license” shall mean a time-limited Seat license of the Software that has been provided free of charge by Axure.

1.6 “Maintenance and Support Period” shall mean the period(s) set forth in the Quote (subject to the payment of applicable fees) or, if the Seat license was acquired via the Order Process, a period oftwelve (12) months from the Effective Date, and any mutually agreed renewals or extensions thereof for which Customer has paid the applicable fees.

1.7 “Order Process” shall mean the process by which Customer ordered the Software, including, but not limited to, using the Axure ordering website or an acceptance by Axure of a purchase order placed by Customer that complies with Axure’s P.O.placement requirements.

1.8 “Permitted Affiliates” shall mean any companies that are affiliated with the Customer named in the Quote, to the extent that such companies are specified as such in the Quote.

1.9 “Quote” shall mean a quote issued by Axure and accepted by Customer by execution or by issuance of a purchase order referencing such quote.

1.10 “Seat license” shall mean the abilityfor one named user to execute and use one copy of the Software, only on a fixed computer workstation.

1.11 “Software” shall mean the software product(s) described by a specific Edition and version in the Quote or during the Order Process. “Software” shall include any Updates to such Edition and version provided by Axure during a Maintenance and Support Period, but shall not include any othercurrent or future Editions that may be developed or offered from time to time by Axure. Customer agrees that the name of the Software and the Edition may be changed from time to time in the sole and absolute discretion of Axure.

1.12 “Updates” shall mean any all bug fixes and maintenance updates to, and new versions of an Edition of, the Software made generally available by Axure to itslicensees who are designated to receive maintenance and support.

2. License

2.1 Grant of License. Pursuant to the terms and conditions of this Agreement, Axure grants Customer a perpetual (except as to Evaluation Seat licenses), non-exclusive, non-transferable license to install and use the Software (in object code format) for Customer’s purposes as follows:

2.1.1 If Customer has acquired...
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