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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />j. Client may provide its consultant(s) or independent contractor(s) with access to the Software and
<br />Documentation, provided that such consultants or independent contractors are using the Software
<br />and Documentation exclusively for the benefit of the Client. Client shall be responsible for compliance
<br />by its consultants and independent contractors with the terms and conditions of this Agreement.
<br />k. If Client has subscribed to the WebEOC Enterprise Software or the WebEOC Professional Software,
<br />then Client may use the WebEOC BoardBuilder tool and, if subscribed to, the DesignStudio®
<br />solution, to copy, modify and create forms and templates ("Status Boards") and Client may distribute,
<br />in printed form or as electronic media, the Status Boards to Client's authorized users, provided that
<br />such Status Boards are used exclusively for the internal business purposes of Client. Status Boards
<br />shall be considered Derivative Work(s) of the Software and Client shall not sell, resell, license or
<br />otherwise transfer for value any Derivative Work(s) created using the WebEOC BoardBuilder tool or
<br />the DesignStudio® solution, and Client shall not distribute such Derivative Work(s) as part of any
<br />product or service for value to any third party. Any Derivative Work(s) prepared by Client shall remain
<br />subject to the terms of this Agreement and shall clearly display the following copyright notice to
<br />properly acknowledge the proprietary rights of ESi and its third -party licensors: "This work includes
<br />the intellectual property of ESi Acquisition, Inc. and its licensors and is provided under
<br />subscription/license. Copyright © 2002-2023, ESi Acquisition, Inc. and its licensors. All rights
<br />reserved."
<br />I. Client may, at its option and according to the terms of the ESi standard price list, obtain a Disaster
<br />Recovery Software Subscription to support replication of an active, source server to one or more
<br />redundant ("Target") servers which may be placed in use to support disaster recovery or fail -over
<br />activities. A Disaster Recovery Software Subscription is required for each Target server. A Disaster
<br />Recovery Software Subscription may be used to operate an "in production" instance of the Software
<br />only when the source server is inactive or inoperable; only one Instance of the Software shall be
<br />active at any one time. Client is not required to obtain additional subscriptions for Software plug -ins,
<br />modules or interfaces installed on a redundant non -production Instance.
<br />m. Permitted uses of WebEOC Fusion Software vary from the terms set forth in subsection (a) through
<br />(1) of this Section 6; in the event Client has purchased WebEOC Fusion Software, this subsection
<br />6(m) shall apply: Client may install and place in production one (1) copy of WebEOC Fusion Software
<br />on one (1) source server and one (1) target server. Client may make one (1) copy of the WebEOC
<br />Fusion Software for back-up or archival purposes, or Client may install a second copy of the WebEOC
<br />Fusion Software on a second Machine if only one (1) copy of the WebEOC Fusion software is in use
<br />at any one time. There is no limit to the number of the Subscription Instances of WebEOC Fusion
<br />Software® (or number of WebEOC Fusion Software clients) which may be connected by a single
<br />instance of WebEOC Fusion Software, provided that (i) only the Client of the WebEOC Fusion
<br />Software has administrative privileges and administrative access to the WebEOC Fusion Software
<br />and (ii) the Client has paid to ESi all applicable connection fees.
<br />n. A high-speed Internet connection is required for proper transmission of the Client Data into the
<br />Hosting Services and Software. Client, at its sole cost and expense, is solely responsible for
<br />procuring and maintaining the network connections that connect the Client network to the Hosting
<br />Services and Software, including, but not limited to, "browser" software that supports protocols used
<br />by ESi, and to follow procedures for accessing services that support such protocols. ESi is not
<br />responsible for notifying Client and its Users of any upgrades, fixes, or enhancements to any such
<br />software or for any compromise of data, including Client Data, transmitted across computer networks
<br />or telecommunications facilities (including but not limited to the Internet) which are not owned,
<br />operated, or controlled by ESi. ESi assumes no responsibility for the reliability or performance of any
<br />connections as described in this subsection.
<br />o. Client and its Users agree to not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign,
<br />distribute, time share, or otherwise commercially exploit or make the Software and Hosting Services
<br />available to any third party, other than authorized Users in furtherance of Client's Internal Business
<br />Purposes as expressly permitted by this Agreement; (ii) use the Software and Hosting Services to
<br />process data on behalf of any third party other than Client; (iii) modify, adapt, or hack the Software
<br />and Hosting Services, or otherwise attempt to gain unauthorized access to the Software and Hosting
<br />Services or related systems or networks; (iv) falsely imply any sponsorship or association with ESi,
<br />(v) use the Software and Hosting Services in any unlawful manner, including but not limited to
<br />violation of any person's privacy rights; (vi) use the Software and Hosting Services to send unsolicited
<br />or unauthorized junk mail, spam, pyramid schemes, or other forms of duplicative or unsolicited
<br />messages; (vii) use the Software and Hosting Services to store or transmit files, materials, data, text,
<br />audio, video, images, or other content that infringes on any person's intellectual property rights; (viii)
<br />use the Software and Hosting Services in any manner that interferes with or disrupts the integrity or
<br />performance of the Software and Hosting Services and its components; (ix) attempt to decipher,
<br />decompile, reverse engineer, or otherwise discover the source code of any software making up the
<br />Confidential and Proprietary
<br />Indian River. ESi .EUSA.draft 9-10-24 Page 4 of 20
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