2016 029 Ordinance - Laserfiche WebLink

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C. 911 Cellular shall provide training to Licensee's personnel as indicated in Exhibit B who will be responsible for Licensee's implementation of the 911 Cellular Software System on a single mutually-agreeable day, and shall provide additional training during the Initial Term as part of the "Support" fee paid as indicated in Exhibit B. Any additional training requested by Licensee shall be charged at the rate of $100 per hour, billable in 1/10 hour increments. D. Licensee acknowledges and agrees that 911 Cellular shall own all right, title and interest in and to the 911 Cellular Software System and all enhancements, upgrades and modifications thereto, including all patent rights, copyrights, trademarks, know-how, trade secrets and other intellectual property rights, and Licensee agrees and does hereby assign to 911 Cellular any such rights that it has or may at any time acquire in or to the 911 Cellular Software System or any part thereof: E. Licensee acknowledges and agrees that 911 Cellular is in the business of providing software and services to a variety of customers and clients, including clients that may be in competition with Licensee, that 911 Cellular will continue such activities, and that 911 Cellular may license third parties to use the 911 Cellular Software System on such terms and conditions as it deems appropriate in its sole discretion. 2. Grant of License A. Upon Acceptance and subject to payment of the License Fees as set forth on the Front Sheet (including the Initial License Fee) and compliance with the other terms and conditions of this Agreement, 911 Cellular grants Licensee a limited, non-exclusive, non-transferrable right and license to remotely access and use the 911 Cellular Software System and the user and instruction manuals applicable thereto (the "Documentation") in object code form only solely for the Authorized Purpose (the "License"). Licensee shall be solely responsible for ensuring that it has the appropriate hardware, software and network access necessary to remotely access and use the 911 Cellular Software System as made available to TT by 911 Cellular. B. Nothing in this Agreement confers on the Licensee any right, title or interest in or to any of 911 Cellular's or any third party's intellectual property rights, whether in patent, copyright, trademark, trade secret or otherwise, in or to the 911 Cellular Software System, the Documentation, storage or print media or any other tangible or intangible product or service provided to Licensee by or on behalf of 911 Cellular. C. Licensee shall not: (i) permit any third party to access or use the 911 Cellular Software System on its behalf of or for the benefit of any third party except as expressly permitted in Section 3 of this Agreement; (ii) modify, decompile, disassemble, reverse engineer or translate the source code or other part of the 911 Cellular Software System; (iii) create derivative works based on or using the 911 Cellular Software System; or (iv) sell, lease, license, sublicense, encumber or otherwise deal with the 911 Cellular Software System. Licensee shall promptly notify 911 Cellular in writing if it becomes aware of any unauthorized use of the 911 Cellular Software System or Documentation by any person or entity. 3. Access and Use A. Following acceptance of this Agreement and subject to Licensee's payment of the all fees as set forth herein, 911 Cellular will host and provide Licensee with remote access to the 911 Cellular Software Product. Only Licensee (and anyone acting for or on its behalf or with its permission) may access and use the 911 Cellular Software System using the remote access facilities designated and expressly made available to Licensee by 911 Cellular for such purpose. B. Licensee's right to access and use the 911 Cellular Software System is expressly limited to supplementing (but not replacing) Licensee's other safety and security measures at the Licensed Site (the "Authorized Purpose"). Licensee acknowledges and agrees that, as between it and 911 Cellular, it alone has sole responsibility for providing all necessary safety and security measures at the Licensed Site and that such responsibility includes determining whether the 911 Cellular Software System is (and at all times continues to be) useful and appropriate for such purposes. Licensee (and anyone acting for or on its behalf or with its permission including Permitted Users) shall not access, use or otherwise exploit any other features or functionality of the 911 Cellular Software System or any information stored within the 911 Cellular Software {4237816:6} 1. Implementation and Acceptance A. 911 Cellular shall use commercially reasonable efforts to implement the 911 Cellular Software Product consistent with the specifications and statement of work set forth in Exhibit A (the "Specifications"). In the event that Licensee desires a change to the Specifications, it shall submit a written change request, and Licensee and 911 Cellular shall work together in good faith to reach agreement on any necessary amendments to the Specifications, including any necessary changes to the Initial License Fee. The Specifications may be changed only in writing executed by both Licensee and 911 Cellular and are subject to modification fees, outlined in Exhibit B and incorporated herein by reference.