|
V• Terms and Conditions for Licensing:
<br /> 1 . Grant of License: Licensee is hereby granted the non-exclusive and non-transferable license and right to use the MUNIS
<br /> Licensed
<br /> Programs listed in Section IV., and related materials. This License will also cover any additional revisions that Licensor may
<br /> release
<br /> during the term of this Agreement. The Licensor agrees to extend and the Licensee agrees to accept a license subject to the terms
<br /> and
<br /> conditions contained herein for the MUNIS software products identified in Section IV.
<br /> 2 . Limited Use: The software products listed are licensed for use only for the benefit of the Licensee listed in this
<br /> 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
<br /> notify
<br /> Licensor prior to transferring the licensed products to any other system. The right to transfer this license is included in the
<br /> cost of this
<br /> Agreement. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to
<br /> 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
<br /> the
<br /> Licensor's expense. The Licensee agrees to keep the software products confidential and use its best efforts to prevent
<br /> any misuse,
<br /> unauthorized use or unauthorized disclosures by any party 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
<br /> 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 for archive purposes only. The Licensee will repeat any proprietary
<br /> I,otice On the copy of the Froduct. 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 MUMS®
<br /> software
<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 documents, the Licensor will correct the problem at no charge to the Licensee. If Licensee has made modifications to
<br />the
<br /> software programs, Licensor will no longer warrant the performance of those programs which contain modifications,
<br /> unless
<br /> specifically authorized in writing by the Licensor.
<br /> vie Terms and Conditions for Support:
<br /> 1 . Scope of Services: MUNIS M11 provide the following services for the benefit of the Licensee.
<br /> a.) MUNIS shall provide software-related telephone support to the Licensee. Phone calls will be accepted by support personnel
<br /> during MUNIS 's normal working hours (8 : 00 A.M. to 6 : 00 P.M., Eastern Standard Time, Monday through Friday) for the term of
<br /> this Agreement, limited to a reasonable number 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 /> b.) MUNIS will continue to maintain a master set of the current computer programs on appropriate media, as well as
<br /> hardcopy
<br /> printout of source code programs and documentation.
<br /> c . ) MUNIS will maintain staff that is appropriately trained to be familiar with Licensee'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 updates that MUNIS may make to the
<br /> then
<br /> Current Release of the program applications covered in this Agreement.
<br /> e.) MUNIS will make available to the Licensee new release(s) of the Software listed on the reverse side which the Licensee
<br /> may
<br /> obtain by paying the then existing media, documentation, shipping and handling fees . In the case of system software
<br /> new
<br /> Release(s), the Licensee will also be required to pay whatever fees the manufacturer charges to MUNIS for the new Release.
<br /> Licensee understands that and agrees that six (6) months after shipment by MUNIS of new Releases, MUNIS shall cease
<br /> to
<br /> support the earlier Release and for the balance of the tc1M, ?.ITU IS shall support the new Reicase.
<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.
<br /> 2. Limitations and Exclusions: The support and services of this Agreement do not include the following:
<br /> a.) Support service does not include the installation of the Licensed Software, onsite support, application design, and other consulting
<br /> services, or any support requested 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 MUNIS 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 MUNIS, full and free access to the programs covered hereunder: working
<br /> space;
<br /> adequate facilities within a reasonable distance from the equipment; and use of machines, attachments, features, or
<br /> 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
<br /> or
<br /> other connection method acceptable to MUNIS. The Licensee shall pay for installation, maintenance and use of such equipment
<br /> and associated telephone line use charges. MUNIS at its option, shall use this 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 . Non-Assignability: The Licensee shall not have the right to assign or transfer its rights hereunder to any party.
<br /> 5 . Excused Non-Performance: MUNIS 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
<br /> amount
<br /> paid by the Licensee for services under this Agreement. THE LICENSEE SHALL NOT IN ANY EVENT BE ENTITL
<br /> MUNIS SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, OR CED al AND
<br /> a CONSEQUENTIAL DAMAGES OF ANY
<br /> NATURE OF THE LICENSEE'S CLAIM.
<br /> NATURE. EVEN MUMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; IRRESPECTIVE OF THE
<br /> L
<br /> VIL General
<br /> 1 • Governing Law : This agreement shall be governed by, and construed in accordance with, the laws of the State of
<br /> Maine. The
<br /> invalidity or unenforceability 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
<br /> 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 current.
<br /> 4. Entire Agreement: THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
<br /> AGREEMENT BETWEEN THE LICENSEE AND MUMS WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN,
<br /> AND OTHER COMMUNICATIONS BETWEEN THEM RELATING TO THE SOFTWARE SUPPORT
<br /> SERVICE OF THE PRODUCTS COVERED BY THIS AGREEMENT. AND MAINTENANCE
<br /> 5 . Trademarks : MUNIS and the MUNIS Logo are registered trademarks of MUNIS, Inc .
<br /> Revised 6/30/2002
<br />
|