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4/29/2016 10:06:54 AM
Official Document Type
Agenda Item Number
ESi Acquisition Inc.
Emergency Management Division
Software Management WebEOC License
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(k) "Surge Capacity Plan" means an optional emergency response program which permits Licensee <br />to increase the number of Users to support response to or recovery from an incident declared a disaster by <br />a state or federal government agency. <br />(1) "Term" means the period of years for which Licensee has elected to license the Software. <br />(m) "User" means any person to whom Licensee has provided a user account for the Software. <br />3 Ownership and Licensing Authority. <br />(a) Ownership of, and title to, the Software and Documentation shall be held by ESi and its licensor(s) <br />and is protected by United States law and applicable international laws, treaties and conventions <br />regarding intellectual property. ESi warrants that it has the power and authority to grant the license <br />described herein. ESi and its licensor(s) shall retain all rights, title and ownership not granted herein to all <br />copies of the Software and Documentation licensed under this Agreement. <br />(b) ESi represents and warrants that it is authorized to redistribute and license any third party software <br />delivered with the Software and Documentation provided under this Agreement. The owner of such third <br />party software shall have the right to enforce this Agreement to the extent permitted by applicable law. <br />4 Grant of License. <br />ESi grants to Licensee, and Licensee accepts, subject to the following terms and conditions and payment <br />of the applicable license fee, a limited non-exclusive, non -transferable, and non-sublicensable right, <br />revocable according to the terms stated herein, to use the Software and Documentation for the stated <br />Term. <br />5 Permitted Uses. <br />(a) Licensee may install and use one (1) Instance of the Software on one (1) Machine. As used herein, <br />Machine means a single laptop, personal computer or web server, or a combined web and database server <br />or multiple load -balanced web servers, configured to point to a single database and database server that is <br />used operationally or "in production" ("Instance"). <br />(i) Licensee may use the Software and Documentation solely for Licensee's internal <br />business purposes. <br />(ii) Licensee also may make one (1) copy of the Software for back-up or archival purposes. <br />(iii) License also may install the Software to support "non -production" software development <br />cycle activities as set forth in Exhibit A to this Agreement <br />(iv) If Licensee requires or desires operational use of more than one Instance of the Software, <br />an additional License(s) shall be required. <br />(b) The Software is licensed on a named and active user baser. Each User shall have a unique user <br />account. User accounts shall not be shared. Licensee may provide access to the number of Administrators <br />and Users set forth in Exhibit A to this Agreement. User counts are based on the average number of <br />unique log -ins each month. ESi shall have the right to conduct regular audits of Licensee compliance <br />with the number of Users permitted under this Agreement. Licensee agrees to provide ESi with the <br />information required to complete such audits. Such audits shall be conducted at ESi expense, except that <br />Licensee shall be responsible for reimbursing ESi for all reasonable audit expenses if Licensee shall be <br />found in violation of the User limits set forth in this Agreement. Licensee shall be in violation of User <br />Rev 01/13/2014 <br />
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