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1.4 14.01 tla}.IFtI IS <br />%.1 OE11i Licenses. Under Esri's OEM or Solution OEM <br />programs, OEM partners are authorized to embed or <br />bundle portions of Esri products and services with <br />their application or service. OEM partners' business <br />model, licensing terms and conditions, and pricing <br />are independent of this Agreement. Licensee will not <br />seek any discount from the OEM partner or Esri <br />based on the availability of Products under this <br />Agreement. Licensee will not decouple Esri products <br />or services from the OEM partners' application or <br />service. <br />1 7 Annual Report of Deployments. At each <br />cmuiversary date and ninety (90) calendar days prior <br />to the expiration date of this Agreement, l icensee <br />will Provide hsri with a written report detailing all <br />Deployments. ( )pun request, L icensee will provide <br />record% sufficient to verity the accuracy ol'the annual <br />I epos t. <br />,ti.11 4DIfUE ltliii., j11f1lEls'i�1iR:t Rlt'1 <br />I'lEt r('I I1( 11.A �,, � 1!• 111 1• tt l', "t �^i!p <br />IinE'1'1 t)Y' etl'N t <br />rt 1 Orders, Delivery, and Deployment <br />I icensee will issue aft Ordering Document upon <br />execution ofthis Agtcennent and amorally tlnercctller <br />ht accordance with tine Quotation. Payment will be <br />due and payable within thirty (30) calendar days of <br />the anniversary date ol'the Ltlf ctive Dale, with the <br />initial payment due within thirty (30) calendar days <br />of execution of this Agreement. Fsri's lcderal lD <br />number is 95- 2775 -732. <br />l Ipon receipt of the initial Ordering Document from <br />L icensee, l�sri will authorize download ol'thc <br />Products to I icensee for Deployment. 11 requested, <br />Fsri will ship backup media to the ship -to address <br />idenlilled on the Ordering Document, l,OB <br />Destination, with shipping charges prepaid. l or those <br />entities that avoid sales tax by downloading <br />deliverables, request (br delivery or receipt of <br />tangible media may cause the t•ce to he subject to <br />taxes. L icensee acknowledges that should such taxes <br />become due, Esri has a right to invoice and Licensee <br />will pay any such sales or use tax associated with its <br />receipt of tangible media. <br />Esri will provide Authorization Codes to activate the <br />nondestructive copy protection program that enables <br />the Products to operate. <br />t ) ' Order Requirements <br />a All orders pertaining to this Agreement will be <br />processed through Licensee's centralized point of <br />contact. <br />h. The following information will be included in each <br />Ordering Document: <br />(1) Licensee name, Esd customer number, if known; <br />and bill -to and ship -to addresses <br />(2) Order number <br />(3) Applicable annual payment due <br />40 NIF IV 11 W.,, A(.t lUIS11 U iNS, ( )It <br />III!_' F.,A I I 1 Ii h N,. <br />I I' 1 ,icensee is it commercial entity. I .icensee will notify <br />Usri in writing in (lie event ol'(i) a consolidation, merger. <br />or reorganisation of l icensee with or into ,mother <br />cotporution or entity; (ii) I icensec's acquisition ol'another <br />entity: or (iii) a transfer or sale of all or part of l.Leensec's <br />org;uri /ation (subsections i, ii, and iii, collectively rcl' rmd <br />to as "Ownership Change" ). I here will he no decrease in <br />[,cc us a result ol'any Ownership Cliange. <br />It i if an Ownership ('mange increases the cumulative <br />program count heyond the maximunn level lia this <br />Agreement, l sri reserves the right to increase (he I cc <br />or terminate this Agreement and the parties will <br />negotiate a new agreement. <br />4 i 11' an Ownership Change results ill transfer or %ale o1 <br />a portion oft icensee's organisation, that portion of <br />Licensee's organization will uninstall, remove, and <br />destroy or transfer lire Products to 1 icensee. <br />') 4 1 his Agreement way not be assigned to it successor <br />entity as it result ofan Ownership Change unless <br />approved by Usri in writing iu ad%ance. II'the <br />assignment to the new entity is not approved, <br />I icensee will rccluire any successor entity to <br />uninstall, remove, and destroy the Products, and this <br />Agreement will terminate upon such Ownership <br />Change. <br />Page 5 of 5 12 1.2015 <br />