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Page 1 of 10 REV. 06/15/2024
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<br />ROUTEWARE, INC.
<br />MASTER SALES AND LICENSE AGREEMENT
<br />1. DEFINITIONS
<br /> The definitions of terms set forth in the Order are incorporated by reference herein. In addition, the following
<br />terms shall have the following meanings in the Order and in all Incorporated Agreements.
<br />
<br /> “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control
<br />with the subject entity.
<br /> “Company” Routeware, Inc. and its subsidiaries.
<br /> “Company Content" means any Intellectual Property created, acquired, or licensed by Company and included
<br />in the Company Platform and/or the Services, other than Customer Content.
<br /> "Company Materials" means the Company Platform, the Company Content, the Company Systems and any and
<br />all other information, data, documents, materials, works and other content, devices, methods, processes,
<br />hardware, software and other technologies and inventions, including any deliverables, technical or functional
<br />descriptions, requirements, plans or reports, that are provided or used by Company in connection with the
<br />Services or otherwise comprise or relate to the Services, the Company Platform or the Company Systems. For
<br />the avoidance of doubt, Company Materials do not include Customer Content.
<br /> "Company Platform" means Company’s mobile phone applications, web widgets, back‐office administration
<br />dashboard, APIs and any third‐party or other software that Company provides remote access to, or a license to
<br />use, as part of the Services, and all new versions, updates, revisions, improvements and modifications of the
<br />foregoing.
<br /> “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the
<br />voting interests of the subject entity.
<br /> “Confidential Information” has the meaning set forth in Section 10.
<br /> “Data Sets” mean digital data set(s) including, but not limited to, geographic, vector data coordinates, raster,
<br />or associated tabular attributes in Software compatible format(s) supplied by Company or as part of Third‐Party
<br />Products.
<br /> “Designated Computer System” means a computer system and/or central processing units with associated
<br />network and licensed users, as set forth in the Order.
<br /> “Dispute” has the meaning set forth in Section 10.11.
<br /> “Documentation” means user guides, user manuals, specifications, and other documentation provided by
<br />Company as such documentation may from time to time be amended or modified by Company.
<br /> “Effective Date” means the date of Customer Signature or issuance of Purchase Order and Acceptance of the
<br />MSLA.
<br /> “Fees” means the amounts due for all Products and Services under the Order.
<br /> “Hardware” means all items designated in the Order as “Hardware.”
<br /> “License Period” means the period listed on the Order, and any period of renewal (which shall be automatically
<br />renewing periods equivalent in length to the period listed on the Order), or, if no such period is stated on the
<br />Order, for automatically renewing periods of one (1) year started from the Effective Date.
<br /> “MSLA” means this Master Sales and License Agreement.
<br /> “Order” means the order to which this MSLA and any other Incorporated Agreements are incorporated by
<br />reference.
<br /> “Products” means Hardware and Software.
<br /> “RMA” means Return Merchandise Authorization, as described for the evaluation process for malfunctioning
<br />equipment in Section 7.3.
<br />“Services” means all items designated in the Order as “Services” and “Support.”
<br />“Software” means all items designated in the Order as “Software” or “Company Platform” and includes all
<br />Updates.
<br />Docusign Envelope ID: CA8705DF-3575-4273-B3E5-0EF60EBEB3C1
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