SR 06:114 - Laserfiche WebLink

operating environment) and one copy of the related Licensed Documentation. If Customer fails to pay all license fees specified in Exhibit A and the applicable custom software fees, if any, Customer shall forfeit the right and license to use the Licensed Products and shall return them to New World. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) back.up copies on magnetic media of each application of the Licensed Software and one back.up copy of the related Licensed Documentation. These Authorized Copies may be stored off.site away from Customer's premises as specified in the Definitions so long as they are kept in a location secure from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole or in part, in any form or media. This restriction on making and distributing the Licensed Producls or copies of any Licensed Product, includes withoullimilation, copies of lhe following: (i) Program libraries, either source or objecl code; (ii) Operating control language; (iii) Test data, sample files, or file layouts; (Iv) Program lislings; and (v) Licensed Documentation. This restriction does not prohibit Customer from sharing Customer created data files. 1.3 Upon written request by Customer, and with written permission by New World, additional Authorized Copies may be made for Customer's internal use only. 2.0 OWNERSHIP 2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein, remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable license to use the Licensed Products as restricted herein. 2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in this license. New World shall have the right to use any data processing ideas, techniques, concepts, and/or know-how acquired by it in the performance of services under this Agreement including the development of Licensed Custom Software for the advancement of its own technical expertise and the performance of other Software License and Service Agreements or any other applicable agreements. New World shall have, without restriction, the right to use all programs, procedures, information, and techniques that are publicly available, obtained or obtainable from third parties and/or developed independently by New World without specific reference to Customer's organization. 3. 0 CORRECTION AND SOFTWARE MAINTENANCE ON STANDARD SOFTWARE 3.1 For a warranty period through 07/03/2007 and during the term of Customer's SSMA (see Exhibit C), New World provides software correction service and maintenance for the Licensed Standard Software. See Exhibit C for a descriplion of the warranty period, the services available, the applicable fees and procedures, and the SSMA start date. 4.0 WARRANTIES 4.1 New World warrants that the Licensed Slandard Software will perform as specified in its user manuals based on the then.current release of the Licensed Standard Software. 4.2 New World warrants that it possesses the necessary intellectual rights to license to Customer the Licensed Software provided hereunder. The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than New World. New World does not warrant that the features or functions of the Licensed Software will meet Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, NEW WORLD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS', ITS MERCHANTABILITY, ITS FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INSTALLATION AND TRAINING SUPPORT SERVICES Agreement 041006 final.do(: CONFIDENTIAL Page 3 of 57 City of Pleasanton, CA