|
l •
<br /> V. Terms and Conditions for Licensing:
<br /> 1. 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 the MLINIS Licensed Programs listed in Section IV.,and related materials.This License will also
<br /> cover any additional revisions that Licensor may release during the term of this Agreement. The Licensor agrees to extend and the
<br /> Licensee agrees to accept a license subject to the terms and conditions contained herein for the current version of the MLJNIS software
<br /> products identified in Section N.
<br /> 2. Limited Use: The software products listed are licensed for use only for the benefit of the Licensee listed in this Agreement.This
<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 for the benefit of Licensee. Licensee agrees to notify
<br /> Licensor prior to transfemng the licensed products to any other system. The right to transfer this license is included in the cost of this
<br /> Agreement.The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to the
<br /> Licensee.
<br /> 3. Confidentiality: The Licensee agrees that the Products are proprietary to the Licensor and have been developed as a trade secret at the
<br /> Licensor's expense.The Licensee agrees to keep the software products confidential and use its best efforts to prevent any misuse,
<br /> unauthorized use or unauthorized disclosures by any pariy of any or all of the 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 Licensee or anyone performing such modification to gain any proprietary or other interest
<br /> in the Products.
<br /> 5. Copies: The Licensee may make copies of the licensed Products Yor archive purposes oniy.The Licensee wiil repeat any prop;ietary•
<br /> notice on the copy of the Product.The documentation accompanying the product may not be copied except for internal use.
<br /> 6. Warranty: For as long as a current software support agreement is in place,the Licensor will warrant that all MLJNISOO software
<br /> programs will operate as described in the brochures and user manuals of MLJNIS.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 modifications to the
<br /> software programs,Licensor will no longer warrant the performance 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:MLJNIS will provide the following services for the benefit of the Licensee.
<br /> a.) MLTNIS shall provide software-related telephone support to the Licensee. Support personnel will accept phone calls during
<br /> MiJNIS'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 number of calls of reasonable duration. Assistance and support requests,which require
<br /> special assistance from MLJNIS'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 /> b.) MLTNIS will continue to maintain a master set of the current computer programs on appropriate media,as well as hardcopy '
<br /> printout of source code programs and documentation.
<br /> c.) MLTNIS will maintain staff that is appropriately trained to be familiar with Licensee's software programs that are listed in Section I
<br /> IV in order to render assistance,should it be required.
<br /> d.) MLJNIS will provide Licensee with all program enhancements,modifications or updates that MiJNIS may make to the then
<br /> Current Release of the program applications covered in this Agreement.
<br /> e.) In the case of system software new Release(s),the Licensee will also be required to pay whatever fees the manufacturer charges
<br /> to MiJNIS for the new Release. Licensee understands that and agrees that six(6)months after shipment by MLJNIS of new
<br /> Releases,MiJNIS shall cease to support the earlier Release and for the balance of the term,MUNIS shall support the new
<br /> RPlease.
<br /> f.) MUNIS will make 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 then current Tyler Travel Policy.
<br /> 2. Limitations and Exclusions: The support and services of this Agreement do not include the following:
<br /> a.) Installation of the Licensed Software,onsite support,application design,and other consulting services,or any support requested
<br /> outside of normal business hours.
<br /> b.) The Licensee shall be responsible for implementing at its expense,all changes to the Current Release. Licensee understands that
<br /> changes furnished by MLINIS for the Current Software Release are for implementation in the Current Software Release,as it
<br /> exists without customization or Licensee alteration.
<br /> 3. Licensee Responsibilities:
<br /> a.) The Licensee shall provide,at no charge to MLJNIS,full and free access to the programs covered hereunder:working space;
<br /> adequate facilities within a reasonable distance from the equipment;and use of machines,attachments,features,or other
<br /> equipment necessary to provide the specified support and maintenance service.
<br /> b.) 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 MLJNIS.The Licensee shall pay for installation,maintenance and use of such equipment
<br /> and associated telephone line use charges.MLINIS at its option,shall use this modem and telephone line in connection witii error
<br /> correction.Such access by MLJNIS shall be subject to prior approval by the Licensee in each instance.
<br /> 4. Non-Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder to any party.
<br /> 5. Excused Non-Performance: MLTNIS shall not be responsible for delays in servicing the products covered by this Agreement caused
<br /> by strikes,lockouts,riots,epidemic,war,government regulations,fire,power failure,acts of God,or other causes beyond its control.
<br /> 6. Limitation of 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 MLJNIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,IRRESPECTIVE OF THE
<br /> NATURE OF THE LICENSEE'S CLAIM.
<br /> VIL General
<br /> 1. Governing Law: This agreement shall be governed by,and construed in accordance with the laws of Client's state of domicile. The
<br /> invalidity or unenforceability of any provisions of this agreement shall not affect the validity or enforceability of any other provision.
<br /> 2. Modificatiou 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 MLJNIS.
<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 EXCLUSNE 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 MLJNIS Logo are registered trademarks of Tyler Technologies,Inc.
<br /> Revised 8/1/2007
<br />
|