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( Client: City Of Decatur �� _� Attention: Gerard J. Bauer � Contract# MN4691-13 � �
<br /> 3)Verif►cation of the Software Products.
<br /> a)At the Client's request,within thirty(30)days a8er the softwaze products have been installed on Client's system,MIJNIS will test the software praducts in accordance with MiJNIS standard verification test
<br /> procedure,by demonstrating to Client that the software products perform all of the functions identified in Exhibit 1 of this Software Lieense Agreement,which demonstration shall constitute Clieni's verificatian that the
<br /> software producu substantially comply with IvftJNIS'user manuals ffar the most current version of the software products and functional descriptions of the software found in M[JNIS'written proposal to Ciient. Upon
<br /> such verification,Client shall pay the remaining balance of in accordance with the payment terms in Addendum A.
<br /> b)At iPs option,ClienPs own defined intemal validation process to test the software to conform to all of the functions identified in E�ktibit 1 of this Software License Agreement,which validation test shall constitute
<br /> ClienYs verification that the software products substantially comply with ML7NIS'user manuals for the most current version of the software prodncts and functional descriptions of the software found in MLJNIS`written
<br /> proposal to Client. Upon such validation,Client shall pay the remaining balance in accordance with the payment terms in Addendum A.
<br /> c)Notwithstanding anything contrary herein,Client's use of the soRware products for its intended purpose,shall constitute ClianPs verification of the soRware products,without exception and for all purposes.
<br /> d)Verification or validation that the software products substantially comply with MUNIS'user manuals for the most current version of the software products and functional descriptions of the software found in MiJNIS'
<br /> written proposal to Ctient by Client shall be final and conclusive except for latent defect,fraud,and such gross mistakes that amount to fraud and the operaiion of any provision of this Agreement which specifica(ly
<br /> survives verification. In the event said verification becomes other than final,or becomes inconciusive,pursuant to this paragraph,ClienYs sole right and remedy against MiJNIS shail be to require MiJNIS to correct the
<br /> � cause thereof.
<br /> � e)MiTIYIS shalt pxomptty conect any functions of the softwaze products whicfi failed the standard verificaiion testing or failed to comply with MLJNIS's user manuals for Ute most curreni version of the software
<br /> I products and functional descriptions of the software found in MLJNIS's written proposa(to Client. If Client has made modifications to the soflware programs,MtTNIS will nat cnake such corrections,unless such
<br /> modifications were specifically authorized in writing by MLTNIS.
<br /> 4)Sc6edule of Yerification. MLTNIS will install the software products and cause the same to be verified within sixty(60)days after Client makes available to MiJNIS the equ"tpment into which the softwue product is
<br /> to be loaded.MIJNIS shall exercise reasonable efforts to cause the software products to be verified according to the schedule set forth in this paragraph,but MtJNIS shall not be liabte for failure to meet said schedule if,
<br /> and to the e�ctent,said faiture is due to causes beyond the control and without the fault of MLJNIS.
<br /> 5)Limited Warraoty:MUNIS warrants that the then current,unmodified version of the MLTNIS Software Products will substantially conform to the then current version of its published Documentation. If the
<br /> Software Products do not perForm as warranted,M[JDIIS's obligation will be to use reasonahle efforts,consistent with indushy standards,to cure the defect.Said corrections will be made in accordance with the Support
<br /> Call Process document attached hereto as E�chibit 2.Should MUNIS be unable to cure the defect or provide a replacement product,Client shall be entitled to a refund for the license fee paid for appIication. THiS
<br /> WARRANTY IS IN LIEU OF AL,L OTHER WARRANTtES. TO THE IviAXIMiJM EXTENT PERMITTED UNDER APPLICABLE LAW,ALL OTHER WARRANTIES,CONDITIONS ANA
<br /> REPRESENTATIONS,WHETHER EXPRESS,IMPLIED OR VERBAL,STATUTORY OR OTHERWISE,AND WHETHER ARISING UNDER THIS A�3REEMENT 4R OTHERWISE ARE HEREBY
<br /> EXCLUDED,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPO5E.
<br /> 6)Limitation of Liability.
<br /> (&)In the event ihat the softwaze products are determined to infringe upon any existing United States patent copyright or trademark rights held by any other person or entity,MiTNIS shall defend and hold harm(ess
<br /> Client and iu officers,agents and employees from any claim or pmceedings brought against Client and from any cost damages and expenses fmally awarded against Client which arise as a result of any claim that is
<br /> based on an assertion that C1ienYs use of the soflware products under this Software License Agreement constitutes an infringement of any United States patent,copyright or trademark provided that Client notifies
<br /> MtTNIS promptly of any such claim or proceeding and gives MtJNIS full and complete authority,information and assistance to defend snch claim or proceeding and further provided that MLJNIS shall have sole control
<br /> of the defense of any daim or proceeding and all negotiations for its compromise or settlement provided that MtTNIS shaU consuik with Client regarding such defense.In the event that the software products aze finalty
<br /> heid to be infringing and its use by Client is enjoined,MiJNIS sha11,at its election;(1)procure for Client the right to continue use ofthe soflware products;(2)modify or replace the software products so that it beeomes
<br /> non-in&inging;or(3)if procurement of the right to use or modification or replacement can not be completed by MIJNIS,ternunate the license far the infringing software product,and upon termination,refund the
<br /> license fees paid for the infringing software produci as depreciated on a straight-line basis over a period of seven(7)years with such depreciarion to commence on the execution of this Agreement.MCTNIS shall have no
<br /> liability hereunder if C►ient modified the so�rare products in any manner without the prior written consent of MUNIS and such modification is determined by a court of competent jurisdiction to be a confiibuting cause
<br /> of the infringement or if the infringement would have been avoided by ClienYs use of the most current revisio� of the soflwaze products. The foregoing states MUNIS'entire liability and ClienYs exclusive remedy with
<br /> respe,ct to any claims of infringement of any copyright,patent,trademark,or any property interest rights by the software products,any part thereof,or use thefc.ro£
<br /> b}THE RIGHTS AND i2EMEDIES SET FORTH IN THIS SOFTWARE LiCENSB AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGT-ITS AND REMEDIES OR WARRANTIES
<br /> EXPRESSED,IMPLIED OR STATUTORY,INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTfCULAR PURPOSE AND SYSTEM
<br /> INTEGRATIfJN.
<br /> c)In no event shatl MIJNIS be liable for special,indirect,incidental,consequentiai or exemplary damages,including without limitation any damages resulting from loss of use,loss of data,interruption of business
<br /> activities or failwe to realize savings arising out of or in connection with the use of the software products. MLTNIS'liabiliry for damages arising out of this Softwaze License Agreement,whether based on a theory of
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