|
V. Terms and Conditions for Licensing:
<br />I. Gran of License: Upni execution ofthis Agreement, Licensee is hereby panted the non - exclusive and non- tramfiable license and
<br />right to me the current version of the MUNIS Licensed Programs listed in Seetion IV., and related materials. This License will also
<br />coverany additional revisiomthat Licensor may relate during the temp of this Agreement. The Licensor agrees to extend and the
<br />Licensee agrees to accept a license subject to the terns and conditions contained herein for the current version ofthe MUNIS software
<br />produces identified in Section IV.
<br />_. Limited Use. The software products listed am licensed for use only for the benefit uftte Licensee listed in this Agreement Ibis
<br />license is registered for the Licensee's computer system identified in Section IV. As long as a current License and Support Agreement
<br />is in place, this License may be transferred to any other hardware system used (or die benefit of Licemees Licensee agrees to notify
<br />Licensor prior to transferring the licensed pnxlucts to any othersystem. The rigid to transfer this license is included in the cost ofthis
<br />Agreement. The cost for new media or any required technical assistance m accommodate the tamfer would be billable charges to the
<br />Licensee.
<br />3. Confidentiality: The Licensee agrees that the Pmdneisareproprther, lothe Licenserandhave been developed as atradesecret .(the
<br />Licensees expense.'Hic Licensee agrees to keep the sofwam products confidential and rise its best elfrns to prevent any mists -m,
<br />unauthorized use Or unauthorized disclosures by any party ofany or all ufthii PoOducs or accompanying documentation,
<br />4. NlodifcaGom 'Me Products may be modified but such modification shall be only for the use on the Licensee's sysatm for which the
<br />Products are licensed and shall not cause the Licensee or anyone performing such modification to gain any proprietary or other interest
<br />in the Padlucs.
<br />5. Copies: The Licensee may make copies ofthe licensed Products for archive purposes only. The licensee will repeat any proprietary
<br />notice on the copy ofthe Product. The documentation accompanying the product may not be copied except for internal tax.
<br />6. Warranty: For as long as a current software suppon agreement is in place, the Licensor will ,.rant that all MUNISA'sodnare
<br />programs will operate as described in the brochures and user manuals of MUNIS. If a program fails to operate in the manner described
<br />within these documens, the Licensor will correct the problem at no charge to the Licensee. If Licensee has made modifications to the
<br />software programs. Licensor will no longer warrant the performance oftlwse progmns, which currant modifications, onlas
<br />specifically authorized in writing by the Licensor.
<br />VI. 'Terms and Conditions for Support:
<br />1. Scope of Services: MUNIS will provide the following services fortheberefit of the Gccusce.
<br />a.) MUNIS shill provide sollware- related telephone suppon to the Licensee. Support personnel will accept phone calls during
<br />MUNIS's nominal working hours (9:00 A.N. to 6r,00 P.N., Eaaem Standard Time, Monday through Friday) for the tent ofthis
<br />Agreement, limited m a rwsorable numberol calls ofreasonable duration. Assistance and suppm rcquese, which requim
<br />special assistance tram MUNIS's development group, will be taken and directed by suppon pnsoimel. In the event that suppon
<br />representatives are unavailable to receive calls, messages will be taken and calls will Ix retuned within one working day.
<br />b.) MONTS will continuo to maintain a mutter set ofthc currant computer programs an appropriate media, as well at hardcopy
<br />printout ofsool code programs and documctlimion.
<br />c.) MUNIS will maintain staff that is appropriately [mimed to be familiar will Lieemee's software programs that are listed in Section
<br />IV in order to render assistance, should it be required.
<br />d.) MUNIS will provide Licensee with all program enhancements, modifications or update that %TUNIS may make to die then
<br />Current Release ofthe program applications covered in this Agreement.
<br />c.) In the case of system software new Release(s), the Licensee will also be required to pay whatever fees the manufacturer charges
<br />to MUNIS for the new Release. Licensee understands that and agrees that.six (6) months after shipment by MUNIS of new
<br />Releases, MUNIS shall cease to support the earlier Release and for die balance of the term. MUNIS shall support the new
<br />Release.
<br />f,) MUNIS will locket available appropriately trained personnel To provide Licensee additional training, program changes. analysis,
<br />consultation, recovery of data, conversion, non - coverage maintenance service, etc.. billable at the current per diem rate. All
<br />expenses will be billed in accordance with the den current T'yler'I'novel Policy.
<br />2. Limimtionsaud Eselmium: the suppon and services ofthis Agreement do not include the following:
<br />a.)
<br />1a11a11muni ofthe Licensed SORware, castle suppon, application design, and other consulting services, or any siggwn requested
<br />outside ofnonnal business hours .
<br />bJ The Licensee shall be responsible for implementing at is expense, all changes to the Current Release. Licensee understands that
<br />changes famished by MUNIS for the Current Software Release are for inrylementation in the Current Software Release, as it
<br />exlss without cusmmizatinn nr Licensee alteatwo.
<br />3. Licence Resporoibililier,
<br />a.) The Licensee shall provide, m no charge to MUNIS, full and free access to the programs covered hereunder working space;
<br />adequate facilities within a reasonable distance front the equipment; and use of nmchines. anachmenta, featutee, or other
<br />equipment necessary to provide the specified support and maintenance service.
<br />h) The Licensee shall install and maintain for die duration ofthis Agreement,a modem and associated dial -up telephone line or
<br />other onnection method acceptable to MUNIS. I'he Licensee shall pay for installation, maintenance and use ofsuch equipment
<br />and associated telephone line awe charges. MUNIS at its option, .shall use ill is modem and telephone line in connection with error
<br />correction. Such access by MUNIS shall be subject to prior approval by the Licensee in each instance.
<br />4. N'on- AUignabilih': The Licensee shall not have the right to assign or transfer its rights hcrenmder to arty patty.
<br />5. Excused Non- Performance: MU1'IS shall not be responsible for delays in servicing the products covered by this Agreement caused
<br />by stokes, lcekeno. rlot,,, epidem r, war, government regulations. Lm, pme, (endure, acs of Gad, nr olhcr cm. beyond its eariml.
<br />6. Limitafino of Liability: The limit l iry of M ON IS is hereby l invited to a claim For a nxmey judgement not exceeding the total amount
<br />paid by the Licensee for services uW err this Agreement. THE LICENSEE SHALL NOT IN ANY EVENT BE ENTITLED TO, AND
<br />MUNIS SHALL NOT 13E LIABLE FOR, INDIRECT, SPECIAL, INCIDEN'rAI,, OR CONSEQUENTIAL DAMAGES OF ANY
<br />NATURE, EVEN IF MUNIS HAS BEEN ADVISED OF THE POSSIBILITY OP SUCH DAMAGES, IRRESPECTIVE OFT HE
<br />NATURE OF TI IE LICENSEE'S CLAIM.
<br />VII. General
<br />I. Governing Law: This agreement shall be g weld d by, and cnnslaed in accordance with the laws of Clients state of domic lie. The
<br />imaliddty or pecan .. eco1hy of.my provisions of this agnomens shall non ifma the it idiry or eaforeeama,-, ofany' other provision.
<br />2. Madifivitla.oflhfs Contract:. do modifications or amendment ofthis Agreement shall be effective unless set forth in writing aid
<br />signed by both the Licensee and MUNIS.
<br />3. Suspemlom Suppon and services will bcsuspended whenever Licensee's account is shiny days overdue. Support and services will be
<br />reinstated when Licensee's account is made cunent.
<br />4. Entire Agreement THIS AGREEMENT CONS 111 THE COMPLETE, AND EXCLUSIVE STATEMENT OFTHE
<br />AGREEMENT BETWEEN THE LICENSEE AND MUNIS WHICH SUPERSEDES ALL PROPOSALS, ORAL. OR WRITTEN,
<br />AND OTHER COMMUNICATIONS BEI'W F.EN "fI HIM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE
<br />SERVICE OF TILE PRODUCTS COVERED BY THIS AGREEMENT.
<br />S Trademarks: MUNIS and the MUNIS Logo are registered trademarks of Tyler'1'echnologies, Inc,
<br />Revised 8 /1/2007
<br />
|