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3.3 Civica shall, where applicable and shown as being provided in Schedule 1, install the Software and <br />Products and deliver any Civica Hardware at the Installation Address or as specified in Schedule 1. <br />3.4 Civica shall not be liable for any failure to provide or delay in providing the Services or for any failure <br />to meet or delay in meeting the Service Levels, to the extent that they arise out of or in connection <br />with any: <br />3.4.1 act or omission of Customer or its employees, agents or subcontractors which affects Civica's <br />ability to provide the Services; <br />3.4.2 breach by Customer of its obligations including Customer Responsibilities under this Contract; <br />3.4.3 inaccurate or incomplete data, information or documentation provided by Customer; <br />3.4.4 failure by a third party to fulfil its obligations to Customer; <br />3.4.5 use by Customer of non -manufacturer recommended media and supplies, or any neglect or <br />improper use, or electrical disturbances, or any unauthorized use, of the Products, Software <br />and Services or modification by persons other than Civica employees. <br />3.5 Subject to reasonable notice, Civica will provide information that Customer reasonably requests in <br />order to meet its audit requirements. Civica reserves the right to charge a reasonable fee if <br />Customer requires Civica to hold and make available information that is not covered by normal <br />accounting practices and would not normally be made available by a commercial organization. <br />4. Software License <br />4.1 Civica grants to Customer upon payment of the applicable License Fees and subject to the terms <br />and conditions in this Contract, a non-exclusive, non -transferable, term license in object code only <br />to use the Software. The Software shall include any Maintenance releases and/or updates of the <br />Software licensed to Customer under the Support Services. <br />4.2 Without prejudice to the other provisions of this Contract, the license granted in Clause 4.1 is subject <br />to the following conditions: <br />4.2.1 The license is personal to Customer and the Software may only be used by Customer for its <br />internal business purposes on a computer system meeting the Minimum Hardware <br />Requirements. <br />4.2.2 Except to the extent permitted by law, Customer shall not, nor permit any third party to, adapt <br />or modify the Software, or decompile, reverse engineer, disassemble or otherwise derive the <br />source code of the Software. <br />4.2.3 Server elements of the Software are only licensed for use on a single live database and no <br />more than two additional databases may be used for the purposes of testing and training only. <br />4.2.4 Customer may only make as many copies of the Software as are reasonably necessary for <br />operational security, including back-up purposes, and lawful use. Such copies and the media <br />on which they are stored shall be the property of Civica. Customer shall make full and accurate <br />records of such copying and location of the copies and make these available to Civica upon <br />request. <br />4.2.5 The Software is the confidential proprietary information of Civica or its licensor and as such <br />Customer shall not modify or remove any copyright or proprietary notices on the Software and <br />shall reproduce such notices on any copies of the Software and shall treat such Software as <br />confidential. <br />4.2.6 The Software may only be installed at the Installation Address. If Customer wants to change <br />the Installation Address prior consent is needed from Civica. <br />4.2.7 Customer shall not permit any third party to use, access or possess the Software nor use the <br />Software on behalf of or for the benefit of any third party, including any consulting, service - <br />bureau, time-sharing, rental or services of any other kind, except for a third party which <br />provides outsourced services to Customer under a written agreement. The Customer shall <br />be liable to and indemnify Civica in full in respect of any breach of the license conditions or <br />obligations of confidentiality caused by such third party, as if such acts or omission were its <br />own. <br />IL 4.2.8 If the Software fails to operate due to Customer linking to, accessing or otherwise using the <br />Mayfield Village - August 2020 Contract Terms & Conditions.docx <br />Commercial in Confidence Page 4 of 19 <br />