Laserfiche WebLink
Software or causing the Software to be used in conjunction with, any third party software, <br />database or other application without the prior written consent of Civica then Civica shall not <br />be liable. Customer is not allowed to use third party software which is designed to replicate, <br />run or operate in conjunction with the Software without Civica's written consent. <br />4.3 Products, including Third Party Software, and Open Source Software supplied by Civica will be <br />subject to separate license terms and conditions as notified to Customer by Civica. Civica will pass <br />through all licenses, terms and warranties to Customer upon receipt of payment for the Products. <br />In the event of conflict between the third party license terms and the terms of this Contract, the third <br />party license terms shall prevail in respect of such Products only. <br />4.4 Customer acknowledges that the Software may incorporate technical means of enforcing or <br />monitoring the license terms of the Software, which may result in Customer being unable to utilize <br />the Software beyond these Contract terms. <br />4.5 Civica shall place current copies of the source code of the Software with its chosen agency, each <br />quarter. The Customer shall have the right to demand delivery of the source code for the Software <br />upon the conditions and pursuant to the terms of an Escrow Agreement to be executed by and <br />between the escrow agent, and Civica, for the benefit of Customer. <br />5. Obligations of Customer <br />5.1 Customer shall: <br />5.1.1 only use the Products, Services and Software in accordance with the usage restrictions shown <br />in Schedule 1; <br />5.1.2 use the Software in accordance with the license terms set out in Clause 4; <br />5.1.3 promptly pay to Civica the Fees and any other charges due under this Contract in accordance <br />with Schedule 2; <br />5.1.4 where required, permit reasonable access by Civica to its sites including the Installation <br />Address, in order for Civica to (i) perform its obligations under this Contract; and (ii) ensure <br />compliance with the terms of the Software license; <br />5.1.6 where Civica personnel are required to work at Customer sites, ensure that its personnel <br />provide all reasonable assistance including desk space, telecommunications equipment and <br />administrative support, as and when required by Civica to discharge its obligations, and <br />particular take all measures necessary to comply acts, orders, regulations and codes of <br />practice relating to health and safety, which may apply to those involved in the performance <br />of this Contract; <br />5.1.7 carry out and comply with the Customer Responsibilities; <br />5.1.8 be responsible for (i) its connectivity to the Internet including remote support access by Civica; <br />and (ii) the compatibility between its IT system and the Software and/or Products; <br />5.1.9 when notified by Civica or the owners of Products supplied, implement promptly any <br />Maintenance Releases or other fixes or upgrades of any system software necessary for the <br />successful operation of the Software and Products; <br />5.1.10 purchase the necessary upgrade to the license to accommodate higher volumes of usage <br />when any license usage restrictions are exceeded, if applicable. <br />5.2 Customer agrees that it is the best judge of the value and importance of the data held on the <br />hardware running the Software (and if applicable the Third Party Software) and will be solely <br />responsible for instituting and operating all necessary daily backup procedures to minimize the risk <br />of loss of data. <br />5.3 Customer shall indemnify Civica, keep Civica indemnified and hold Civica harmless from and against <br />all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Civica caused <br />by, or in any way connected with unauthorized use of the Software by the Customer or any third <br />party whether through breach of this Contract or any other negligent or wrongful act. <br />5.4 Customer represents and warrants that it possesses the full power and authority to enter into and <br />perform its obligations under this Contract. <br />Mayfield Village - August 2020 Contract Terms & Conditions.docx <br />Commercial in Confidence Page 5 of 19 <br />