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Boor 23 uE 630
<br />V. Terms and Conditions for Licensing
<br />I. Cant of Lirense: Upw execwion o(;his Agrremenl,Li¢mee is hereby granted the ion allusive and non-e~nsfeahle iimrse and
<br />right to use the current version of the MUNIS Licensed Programs listed in Section N., and related materials. This License ai 11 also
<br />cover any nddilienal revisions that Licensor may release during the Iemm of this Agreement The Licensor agrees :a cx:end and the
<br />Lirenseeagrees to accept a license subject to the terms and conditions contained herein for the current version ofthe MUMS software
<br />products identified in Section IV.
<br />2. Limited Use: The software products listed are licnsnl for dean only for the benefit ofthe Licensee listed in this Agreement- This
<br />license is registered for the Licensee's computer system identified in Section IV. As long as is current License and Support Agreement
<br />is in place, this License may be transferred to nny other hardware system rued for the benefit of Licensee. Licensee agrees to notify
<br />Licensor prior to transferring the licensed products to any other system The right to arm far this license is included in the cost of this
<br />AgreemcuL The cost for new media or any required technical assistance a accommodate the oansfer would be billable charges to the
<br />Licrnsce.
<br />3. CmfideuGalily: Tire Licensee Ogren that the Products are pmpnelnrya ae licensor and have bern developed ass wd<secretmthe
<br />Licensors expense The Licensee agrees to keep the software products confidential and use as best e6orts to prevent any misuse.
<br />unauthorized toe or unauthorized disclosures by any party of any o all of [he Products cr accompanying documentarian.
<br />4. ModlLeatim: The Produces may be modified but such modi ficalion shall be on ly for the use on the Licensee's system for which the
<br />Products are licensed and shall not cause the Licensee or anyone perfarn ing such modification to gain any prapneary or other imerasa
<br />in die Products.
<br />5. Copies: The Licensee may make copies of the licensed Products for archive purposes only. The Licensee will repel[ any proprietary
<br />notice on the copy ofthe Produce The documentation accompanying the product may not be copied except fo internal use.
<br />6. Warranty: Form long as a current software supportngmemem is in place, die Licerni will warrant that all MUNIS) suPware
<br />programs will operate as described in the brochures and user manuals ofMUNIS. If. program End, to operate in the manner described
<br />within these documents, the Licensonvill correct the problem of no charge to the Licence. IfLieeroee has made modifications to the
<br />soflavare programs, Licensor will no longer warrant the perfor tanre of those programs, which contain modifications. unless
<br />specifically authorized in writing by the Licensor.
<br />VI. Terms and Conditions for Support
<br />I. Scope of Services: MUNIS will provide the following services (o the benefit of die Licensee.
<br />a.) MUMS shal l provide salhvue-related telephone support in the Licensee. Support personnel will accept phone calls during
<br />MUNIS's normal working hours (8:00 AM. to 6:00 ?At- Eas cm Stand od Time, Monday though Friday) for the lens of this
<br />Agreement, limited to a undeniable number of calls ofreasonable duration. Assistance and support requests, which require
<br />special assistance from MUNIS's development group, will be taken and directed by support permrind. In the event that support
<br />repraenatvn are unavaifable to receive cndls, messages will be taken and calk will be reamed within one availing day,
<br />b) M UNIS will continue to maintain a master set ofte nurent computer programs on approprime media es well as hammy
<br />prinana of source code programs and documentation.
<br />c.) MUNIS will maintain eaffthal is appropriately trained to he familiar with Liceni software programs am are lined in Section
<br />N in order to render assurance, should it be required.
<br />d.) MUMS will provide Licenseewitt all program enhancements, modifications or updates drat MWi IS may make to the then
<br />Current Release of the program applications covered in this AgreemcdL
<br />e.) In the case ofsyslem software new Release(s), die Licensee will also be required to pay whatever fen the manufacturer charges
<br />Io MINISfortheraw Release. Licensee understands that and agrees that six (6) months after shipment by MUMS ofnew
<br />Releases, MUMS shhall cease [o support the earlier Release and for die balance of the term, NIUMS shall suppon the new
<br />Release.
<br />I.) MUNIS will make available appropuniaely trained personnel mprovide Licensee additional graining program chances. analysis,
<br />consultation, recovery of data, conversion, non-enveage maintenance service, eta, billable a[ tee current per diem m[e. All
<br />expemes will be billed in accordance with the then current Tyler Travel Policy.
<br />2. Limitations and Exclusions: The support and services ofthis Agreement do not include the following:
<br />a.) Installation oftme Licensed Software, artsite support, application design, and other corsvitng services, or any suppon requested
<br />outside of normal business hours.
<br />b.) The Licensee shall be respmeol de for implementing at its expense, nil changes to the Current Relwse Licensee understands dial
<br />changes furnished by MUMS for the Current SoRhwre Release are for implementation in die Current Software Release, as it
<br />exists without cuslom¢ation or Licensee attainder.
<br />3. Licensee Ruponsibilkies:
<br />a.) The Licensee shall provide, at no charge to Ivn]NIS, full and free access to the programs covered hereunder. working space;
<br />adequate facilities within o reasonable distance firm the equipment; and use of machine; atachmen LS, features, or other
<br />equipment necessary to provide the specified support and maintenance service.
<br />b.) The Licensee shall install Bad rumnaia for the duration of ibis Agreement, a modem and associated dial-up telephone line or
<br />otherconratton method acceptable to MUMS. The Licensee shall pay for installation. maintenance add use ofsuch equipment
<br />and associated telephone line use charges. MUMS m its option, shall use this modem and telephone line in connection with error
<br />correction. Such access by MUMS shall be subject to prior approval by tie Licensee in each instance.
<br />4. Non-Assignability: The Licensee shall not have the non m assign of mmsfer its rights hereunder to any party.
<br />5. Esensed NOn-Perfornorce: MUNIS shall not be responsible for delays in servicing the products covered by this Agreement caused
<br />by strikes, lockouts, riots, epidemic, war, government regWatiahs, fire, power failure, acs of God, or other causes beyond its control.
<br />6. LimilnliotifLahilhy: Tbc liability ofMUNIS is hereby limited Loa claim for a monryjudgrment not exceeding the oal=.on[
<br />paid by the Licensee for services under this Agreement THE LICENSEE SHALL NOT IN ANY EVENT BE ENTITLED TO, AND
<br />MUNIS SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES 01: ANY
<br />NATURE, EVEN IF MUMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE
<br />NATURE OF THE LICENSEE'S CLAIM.
<br />VLL General
<br />I. Governing Law: Thisagrcemewshxll fie governed by, and constmedin accosduncewidh the laws of Client's state ofdomicile. The
<br />invalidity or unenforccmday of any previsions of This agreement shall not affrct the validity or enfoambility crony rafter provision.
<br />2. Modllcmim of this Cnnd oel: N. modifiratons or amendment ofthis Agreement shall be eReclive unless set forth in writing and
<br />signed by both the Licensee and MUMS.
<br />3. Suspension: Support and services will be suspended whenever Licensee's account is thirty days overdue. Support and services will be
<br />reinstated when Licensee's account is made amene
<br />4. Entire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
<br />AGREEMENT 8MVEEN THE LICENSEE AND MUN1S WFICH SUPERSEDES ALL PROPOSALS, ORAL OR VIIUMN,
<br />AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE
<br />SERVICE OF THE PRODUCTS COVERED BY T] 'IIS AGREEMENT.
<br />5. Trademarks: MUNIS and the MUNFIS Logo are registered trademarks of Tyler Technologies, Inc.
<br />Revised 8/1/2007
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