C3 On Premise License Agreement

Last updated: August 14, 2018

C3 ON PREMISE LICENSE AGREEMENT

This C3 On Premise License Agreement(the “C3 On Premise License”) is between Advanced Technology Group, Inc. (“ATG”, “We”, “Us” or “Our”) and the entity identified in the applicable Order Form (“You” or “Your”).  ATG and You are each a “Party” and together are the “Parties” to this C3 On Premise License.

The terms the Master Customer Agreement (“Agreement”), available at http://legal.atgonline.comare incorporated into and made a part of this C3 On Premise License.  Capitalized terms used in this C3 On Premise License and not otherwise defined herein will have the meaning given to them in the Agreement.

In the event of any conflict or inconsistency between the terms and conditions of this C3 On Premise License, the Agreement or any Order Form, the following order of precedence will apply: (1) the applicable Order Form, (2) this C3 On Premise License, and (3) the Agreement.

This C3 On Premise License sets forth the additional terms and conditions that governs Your use of the C3 On Premise Software.

1. Definitions.
   1. “C3 Documentation” means, with respect to any C3 On Premise Software, all user and technical documentation, functional specifications and media for such C3 On Premise Software, whether in print, electronic or other format, in each case as provided to You pursuant to this C3 On Premise License, and all copies, in whole or in part, and any translations thereof.
   2. “C3 On Premise Software” means the C3 software in Object Code form as described in the applicable Order Form and all copies thereof.
   3. “Designated Location” means the specific location and/or specific computer/system where You may exercise the license rights granted under this C3 On Premise License, as designated in the applicable Order Form.
   4. “Object Code” means Source Code compiled into a machine-readable or machine-executable form.
   5. “Source Code” means the human readable form of a computer program from which it is possible to discern the logic, algorithms, internal structure, operating features, and any other design characteristicsof such computer program.
2. Delivery. Subject to Your payment obligations, We shall make available to You one (1) copy of the C3 On Premise Software and C3 Documentation for electronic download on the date set forth in the applicable Order Form.
3. License Grant. Subject to the terms and conditions of this C3 On Premise License and the Agreement, for the term of this C3 On Premise License, We grant You a limited, non-exclusive, revocable, non-transferable and non-sublicensable right and license to use the C3 On Premise Software solely for Your internal business purposes at the Designated Location for the number of Authorized Users set forth in the applicable Order Form.
4. Additional Restrictions. In addition to the restrictions set forth in the Agreement, You shall not, shall not permit any other person to, and shall ensure Your Authorized Users will not: (a) attempt to derive or create the Source Code of the C3 On Premise Software; or (b) use the C3 On Premise Software at a location other than a Designated Location.
5. Updates and Upgrades. We may, in our sole discretion, make available to You updates or upgrades of the C3 On Premise Software.  All terms and conditions set forth in Section 5.3 of the Agreement shall apply to any such updates or upgrades We provide.
6. Changes. We may modify, remove or discontinue any component of the C3 On Premise Software, or the functionality thereof, from time to time in our sole discretion without any liability or notice to You.  We do not guarantee the availability of any component, features, functionality or interoperability of the C3 On Premise Software.  We have no obligation to maintain or support any prior version of the C3 On Premise Software.
7. Modifications. We may make changes or updates to this C3 On Premise License from time to time in our sole discretion without notice or liability to You.  The most current version of this C3 On Premise License will be made available at https://atgonline.com/c3-on-premise-license-agreement/.
8. Term. The term of this C3 On Premise License shall commence on the date set forth in the applicable Order Form and end on the earlier of (1) the termination or expiration the applicable Order Form; or (2) the termination or expiration of the Agreement. Sections 1and 4shall survive the expiration or termination of this C3 On Premise License.