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- INTErG~~' Software License Agreement 3lZ1folf Attachment B Agreement No. Intergraph Corporation, hereinafter referred to as "lntergraph/' agrees to grant hereby and t:he Ci t:y of San Marcos hereinafter referred to as "CUSTOMER;" agrees to accept a nontransferable and nonexclusive license under applicable copyrights and/or trade secrets to use each Software Package provided by Intergraph in decoded fonn under the following terms and conditions: 1. Term of LIcenM The Software Package(s) shall be licensed under this Agreement effective from the date of delivery in decoded form. This Agreement shall remain in force until CUSTOMER discontinues the use of such Software Package(s) and returns the Software Package(s) to Intergraph or this Agreement is othefwise terminated as provided herein. 2. LIce... Cover.... JSTOMER shall have the right to use each Software Package or any portion thereot on the single system (CPU) or device for which it W lcquired. or a backup system or device. and for no other purpose. Intergraph-developed Workstation Software can be used on any w _.station within the Local Area Network (LAN) so long as the number of simultaneous users does not exceed the number of licenses for the LAN. Any LAN administrative node that permits simultaneous use must be maintained by Intergraph. 3. SecurIty CUSTOMER agrees that he and his employees will not make available the software. or portions thereof, or documentation related thereto. to any persons other than CUSTOMER or Intergraph employees or other persons authorized to- use the system or device for which the software was acquired without prior written approval of Intergraph. CUSTOMER will not copy the software or documentation except as necessary for use under this Agreement CUSTOMER will not decode. reverse compile or disassemble the software. CUSTOMER will not export or re-export the software or documentation without the appropriate United States and foreign government licenses. 4. TItle Title and ownership of the software shaH at all times remain with Intergraph or relevant third parties. 5. Se....... W."....... .net 8uyer'. Remedla a Intergraph warrants for a period of 90 days from the date of shipment that, under normal use. (i) software delivery media will be free of defects in material and workmanship; and (ii) each item of software on the shipping invoice, in a form decoded. for use by CUSTOMER, will substantially conform to the then current published functional specificatiOns. CUSTOMER acknowledges and agrees that Intergraph will satisfy this software warranty if it corrects errors, reported by CUSTOMER to Intergraph during the warranty period, which deviate from such functional specifications. INTERGRAPH DOES NOT WARRANT THAT ANY INTERGRAPH PRODUCT WILL MEET CUSTOMER'S REQUIREMENTS, AND UNDER NO CIRCUMSTANCES DOES INTERGRAPH WARRANT THAT ANY INTERGRAPH PRODUCT WILL OPERATE UNINTERRUPTED OR ERROR FREE. Intergraph warrants and represents that it is the owner of the delivered software or that it has the right to grant a sublicense to use such software. The foregoing warranties are void if faUure of a warranted item results, directly or indirectly, from an unauthorized modification to a warranted item; an unauthorized attempt to repair a warranted item; or misuse of a warranted item, including without limitation use of a warranted item un~ abnormal operating conditions or without routinely maintaining such warranted item. CUSTOMER agrees to promptly notify Intergraph of any suspected defects in software delivefV media or software. THE FOREGOING WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. WHETHER EXPRESS OR IMPLIED. IN- CLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. b. Intergraph's entire liability and CUSTOMER's exclusive remedy shall be. in Intergraph's sole and absolute discretion, either (i) ~ the repair or replacement of any software delivery media or software which does not meet the respective warranties given above; or (ii) a refund of the purchase price of the defective delivery media or software. c. In no event wUllntergraph be liable to CUSTOMER for any incidental, consequential, or special damages arising out of or in (}J connection with the use or Inability to use software or software delivery media Except as othefWlse prOVided by applicable 1;,," \ 0 law, no claim. regardless- of form. arising out of or in connection with this Agreement may be brought bYe~'~~ty more thanf~~i) (1,~r the cause of action has accrued. d. The above warranties ana frnitations give CUSTOMER specific legal rights, and CUSTOMER may also have other fights which vary from jurisdiction to jurisdiction. Certain limitations set forth in this Section 5 may not apply in some jurisdictions.