Res 2009-155 - Laserfiche WebLink

Home Browse Search

Re: License Addendum #091001 AQUIRE SUB-LICENSE AGREEMENT between: High Line Corporation 145 Renfrew Drive, Suite 210 Markham, Ontario, Canada L3R 9R6 ("S u b-I !censor" ) and: THE CITY OF SAN MARCOS 630 East Hopkins San Marcos, TX USA 78666 ("Sub-licensee" ) This Sub-Licensee Agreement when fully executed forms an integral part of the "Software License Agreement Addendum" #091001 dated October 19, 2009 between Sub-licensor and Sub-licensee. Sub-licensor has entered into an Alliance Network Agreement to allow Sub-licensor the right to market and grant sublicenses, at discounted rates, to Sub-licensee. In accordance with the terms and conditions of the Alliance Network Agreement entered into by Sub-licensor, Sub-licensee must agree to the terms and conditions of this Sub-license Agreement for the right to use the Application Programs noted in Exhibit A, Aquire Application Programs, of this Agreement. Terms and Conditions Sub-licensee agrees to the following terms and conditions: (i) use of the Application Programs are restricted to object code form only, installed and limited as described in Exhibit A, for Sub-licensee's own internal data processing; (ii) transfer or duplication of the Programs is prohibited except for temporary transfer in the event of computer malfunctions and a single backup or archival copy; (iii) assignment, timesharing or rental of the Programs is prohibited; (iv) use of the Programs for any purpose outside the scope of the Program License Agreement Addendum #091001 between the Sub-licensor and Sub-licensee is prohibited except as otherwise specified; (v) the reverse engineering, disassembly or decompilation of the Programs is prohibited; (vi) title of the Programs shall not pass to Sub-licensee; (vii) Sub-licensee shall, at termination of this Sub-license, discontinue use and shall destroy or return to Sub- licensor the Programs, documentation and all archival or other copies of the Programs; (viii) publication or disclosure to third parties of any confidential information is prohibited; (ix) Sub-licensee, while covered under an Annual Support Agreement with Sub-licensor as per Program License Agreement Addendum #091001 between Sub-licensor and Sub-licensee, shall direct any technical support issues directly to Sub-licensor. Entire Agreement This Sub-license Agreement, including Exhibit A attached hereto, constitute the entire understanding between the parties as it relate to sublicenses and supersede all prior oral or written agreements or understandings between them. It may not be changed orally, but only by an Agreement in writing executed as provided herein. In the event of any conflict between the terms of this Sublicense Agreement and the Software License Agreement, the terms of this Sublicense Agreement will prevail. 10/28/2009 Page 1