|
A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />Purposes will be construed as narrowly as legally allowed and any overly broad business purposes will
<br />require further refining and supplementation in this Agreement.
<br />2.14 "Juvare Cloud" means as set forth in Exhibit D to this Agreement.
<br />2.15 "Message Credit" means one SMS segment or one 1 -minute voice call.
<br />2.16 "Module" means a proprietary set of status boards developed by ESi for use with selected WebEOC
<br />Software which are designed to address a common functional need.
<br />2.17 "Party" means as defined in the preamble above.
<br />2.18 "SMS Segment" Each time a SMS message is sent, it consists of "segments" depending on the number
<br />of characters used. Each segment is equal to 160 characters.
<br />2.19 "Software," means, individually and collectively, all of the software granted to Client from ESi via the
<br />Subscription as identified on Exhibit A hereto and Software Updates to such software.
<br />2.20 "Software Support Plan" means the Support Services plan provided by ESi pursuant to Exhibit C and
<br />Quotes to this Agreement.
<br />2.21 "Software Updates" means any technical correction, patch, bug fix, enhancement or other software
<br />release to the Software that is provided to Client pursuant to the Software Support Plan or the Software
<br />Subscription purchased by Client.
<br />2.22 "Standard Business Hours" shall mean 9:00 a.m. through 6:00 p.m. U.S. Eastern Time, Monday through
<br />Friday, excluding holidays, and are subject to change by ESi.
<br />2.23 "Sub -Administrator" shall mean as set forth in Section 6 of this Agreement.
<br />2.24 "Subscription" means a SaaS based subscription for Client to use and access the proprietary Software,
<br />Software Updates, online and/or hard -copy documentation and user guides as set forth in Section 4 of
<br />this Agreement and for the Term set forth in Exhibit A.
<br />2.25 "Support Services" means the technical support services provided by ESi pursuant to Section 11,
<br />Exhibit B and Exhibit C to this Agreement. May also be referred to as "Software Support Services."
<br />2.26 "Term" means as set forth in Section 5 of this Agreement.
<br />2.27 "Travel Expenses" means travel, living and out of pocket expenses (including travel agent service fees
<br />and applicable internal per diems) incurred by ESi in connection with the performance of Services
<br />hereunder, including, without limitation, charges and fees incurred by ESi resulting from the
<br />cancellation/rescheduling of scheduled air travel or similar services based on changes requested by
<br />Client to the applicable dates for performance of the relevant Services.
<br />2.28 "User" means an authorized employee, contractor or affiliate of Client to whom Client has provided a
<br />user account for the Software; User includes Administrators and Sub -Administrators.
<br />3. Ownership and Licensing Authority.
<br />3.1 Ownership of, and title to, the Software and Documentation shall be held by ESi and its licensor(s) and
<br />is protected by United States law and applicable international laws, treaties and conventions regarding
<br />intellectual property. ESi and its licensor(s) shall retain all rights, title and ownership not granted herein
<br />to all copies of the Software and Documentation provided as part of the Subscription under this
<br />Agreement. "WebEOC" is a registered trademark of ESi Acquisition, Inc., all rights reserved.
<br />3.2 ESi is authorized to redistribute, license and/or provide subscriptions to 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. Subscription. ESi grants to Client, and Client accepts, subject to the following terms and conditions and
<br />payment of the applicable Fees, a limited non-exclusive, non -transferable, and non-sublicensable revocable
<br />term Subscription according to the terms stated herein, to use and access the Software and Documentation
<br />for the stated Term. Except as expressly authorized in this Agreement, Client shall not rent, lease, loan, sell,
<br />sublicense, distribute, transfer, copy, reproduce, display, modify, provide commercial hosting services, time
<br />share or dispose of the Software or Documentation or any part thereof, use the Software to provide any
<br />services to third parties or otherwise use the Software and Documentation to generate commercial revenue.
<br />Term. The "Term" of this Agreement shall commence on the Effective Date (as defined on page 1) of this
<br />Agreement and shall continue through the sooner to occur of: (i) termination of this Agreement pursuant to
<br />the terms hereof, or (ii) expiration of the "Term" of the Subscription to the Software as set forth in Exhibit A
<br />(Exhibit A is herein incorporated and made part of this Agreement by this reference).
<br />6. Permitted Uses. Client's, and its User's, access and use of the Software shall be limited and subject to the
<br />following terms and conditions:
<br />a. One (1) Instance of the Software on one (1) Machine. As used herein, "Machine" means a single
<br />laptop, personal computer or web server, or a combined web and database server or multiple load -
<br />balanced web servers, configured to point to a single database and database server that is used
<br />operationally or "in production" ("Instance").
<br />Confidential and Proprietary
<br />Indian River. ESi.EUSA.draft 9-10-24 Page 2 of 20
<br />
|