|
BK:00025 PG:0162
<br />V. Terms and Conditions for Licensing:
<br />I. Grant of License: Upon execution of this Agreement, Licensee is hereby granted the non - exclusive and non transferable license and
<br />right to use the current version of MUNIS Licensed Programs listed in Section IV., and related materials. This Licere:e will also
<br />cover any additional revisions that Licensor may release during the term of this Agreement The Licensor agree to extend and the
<br />Licensee agrees to accept a license subject to the torn and conditions contained herein for the current version of the MUNIS software
<br />products identified in Section IV.
<br />2. Limited Use: The software products listed are licensed for use only for the benefit of the Licence listed in this Agreement. This
<br />license is registered for the Licensee's computer system identified in Section IV. As long as a cament License and Support Agreement
<br />is in place, this License maybe transferred to any other hardware system used for the benefit of Licenee. Licrosec agrees to notify
<br />Licensor prior to transferring the licensed products to any other system The right to transfer this license is included in the cost ofthis
<br />Agreement. The cost for new media or any required technical assistance to accommodate the trnfer would he billable charges to the
<br />Licensee.
<br />3. Confidentility: The Licensee agrees that the Products are proprietary to the Licensor and have been developed as a trade secret at the
<br />Licarsofs expense. The Licensee agrees to keep the software products confidential and use its best efforts to prevent any misuse,
<br />unauthorized use or unuthorioed disetose res by any party of any or all ofthe Products or accompanying documentation.
<br />4. Modification: The Products may be modified but such modification shall be only for the use on the Licensee's system for which the
<br />Products are licensed and shall not cause the Licence or anyone performing such modscanon to gain any proprietary or other interest
<br />in the Produets.
<br />5. Copies: The Licensee may make copies of the licensed Products for archive purposes only. The Licensee will repeat any pmprieuuy
<br />notice on the copy ofthe Product The docmnartmen accompanying the product may not be copied except for internal use.
<br />6. Warranty: For as long as a ounent software support agreement is in place, the Licensor will warrant that all MUNIS® smRuare
<br />programs will operate as described in the brochures and user manuals ofM[3NIS. If a program fails to operate in the manner described
<br />within these documents, the Licensor will correct the problem at no charge to the Licensee. If Licensee has made modification to the
<br />software programs, Licensor will no longer warrant the perforrance of those programs, which contain modifications, unless
<br />specifically authorized in writing by the Licensor.
<br />VI. Terms and Conditions for Support:
<br />1. Scope of Services: MONTS will provide the following services fm the benefit ofthe Licensee.
<br />a) MUNIS shall provide software - related telephone support to the Licensee. Support personnel will accept phone calls dining
<br />MUNIS's normal working hours (8:00 A.M. to 6:00 P.M., Eastern Standard Time, Monday through Friday) for the term of this
<br />Agreement, limited to a reasonable member of calls of reasonable duration. Assistance and support requests, which require
<br />special assistance from MUNIS's development group, will be taken and directed by support personnel. In the event that support
<br />representatives are unavailable to receive calls, messages will be taken and calls will be returned within one working day.
<br />It) MUNTS will continue to maintain a master act of t¢ current computer programs on appropriate media, as well as hardmpy
<br />printout of source code programs and documentation.
<br />c.) MUNIS will nuintaln staff that is appropriately trained to be familiar with Licemee's software programs that are listed in Section
<br />IV in order to render assistance, should it be required.
<br />d.) MUMS will provide License with all program enhancements. modi ficati,rs or updates that MUNIS may make to the then
<br />Cumn[ 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) mouths after shipment by MUNIS of new
<br />Releases, MUNIS shall cease to support the earlier Release and for the balance ofthe term, MUNIS shall support the new
<br />Release.
<br />Q MUMS will make available appropriately trained personnel to provide Licensee additional training, program changes, analysis,
<br />emewhation, recovery of data conversion, non - coverage maintenance service, ale., billable at the currem per diem mte. All
<br />expenses will be billed in accordance with the then current Tyler Travel Policy.
<br />2. Limitatomaud Exclusions: The support and services of this Agreement do not include the following:
<br />IT) Installation ofthe Licensed Software, onsite support, application design, and other consulting services, or any support requested
<br />outside of normal business Mars.
<br />IT) The Licensee shall be responsible for implementing at its expense, all changes to the Current Release. Licensee understands that
<br />changes famished by MUNIS for the Current Software Release are for implementation in the Current Software Release, as it
<br />exists with., customization or Licensee alteration.
<br />3. Licensee Responsibilities:
<br />a.) The Licensee shall provide, at no charge to MUNIS, full and fies access to the programs covered hereunder. working space;
<br />adequate facilities within a reasonable diinance fiwe the equipment; and use of machines, attachments, features, or other
<br />equipment necessary to provide the specified support and mint im ce service.
<br />L) The Licensee shall install and maintain for the duration of this Agreement, a modem and associated dial -up telephone line or
<br />other connection method acceptable to MUNIS. The Licensee shall pay for installation, maintenance and we of such equipment
<br />and associated telephone line use charges. MUNIS at its option, shall use this modern and telephone line in connection with error
<br />correction. Such access by MINIS shall be subject to prior approval by the Licensee in each intricate.
<br />4. Non - Assignability: The Licensee shall not have the tight to assign or transfer its rights hereunder to any party.
<br />5. Excused Non- Performance: MUMS shall not be responsible for delays in servicing the products covered by this Agreement caused
<br />by strikes, lockouts, riots, epidemic, war, government regulation; fire, power failure, acts of God, or other causes beyond its control.
<br />6. Limiied...(Liability: The liability of MUNIS is hereby limited to a claim for a money judgement not exceeding the total amount
<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 OF ANY
<br />NATURE, EVEN IF MUNIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IRRESPECTIVE OF THE
<br />NATURE OF THE LICENSEE'S CLAIM.
<br />VII. General
<br />1. Governing Lew: This agrewrown shall be governed by, andcorrmued in accordance with the laws of Client's smteofdomicile. The
<br />invalidity of ro mforceability of any provisions of this agreement shall not affect the validity or enforceability of any other provision.
<br />2. Modification of this Contract No modifications or amendment of this Agreement shall be effective unless set forth in writing and
<br />signed by both the Licensee and MINIS.
<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 current
<br />4. Entire Agreement; THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
<br />AGREEMENT BETWEEN THE LICENSEE AND MUNIS WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN,
<br />AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT AND MAINTENANCE
<br />SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT.
<br />5, Trademarks: MUNIS and the MUNIS Logo are registered trademarks ofTyler Technologies, Inc.
<br />Revised 8/1/2007
<br />
|