2020/12/02 Council Agenda Packet

3.3 Special Use Programs. If Licensee acquires Products under a special program for noncommercial, nonprofit, educational, or other limited -use license, Licensee's use of the Products is subject to the terms set forth in the applicable enrollment form or as described on Azteca's website in addition to the non -conflicting terms of this Agreement. All such program terms are incorporated herein by reference. 3.4 Delivery. Unless otherwise requested by Licensee, Azteca Systems. shall provide an electronic link to make available to Licensee the Licensed Property by electronic download and a license key to activate the Licensed Property. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to Licensee, Licensee may: 1. Install and store Products on electronic storage device(s); 2. Make archival copies and routine computer backups; 3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable transition period not to exceed 6 months, provided that the deployment of either version does not exceed the Licensee's licensed quantity; thereafter Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity; and 4. Move the Software in the licensed configuration to a replacement Server. b. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce display, and redistributethe customized documentation only for Licensee'sown internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Azteca and its licensors: "Portions of this document include intellectual property of Azteca and its licensors and are used herein under license. Copyright © [Licensee will insert the actual copyright dates) from the 'soulce materials] Azteca Systems, LLC. and its licensors. All rights reserved." c. Consultant or Contractor Access. Subject to Section 3.1 and Addendum #3, Azteca Systems grants Licensee the right to permit. Licensee s Third Party Consultants or Contractors to use the Products exclusively and solely -for Licensee's benefit. Licensee must comply with terms and provisions of Addendum #3 and provide a copy to Azteca. Licensee shall be solely responsible for compliance by Third Party Consultants and Contractors with this License Agreement and shall ensure that the Third Party Consultant or Contractor discontinues Product use upon completion of work for Licensee Access to or use of Products by Third Party Consultants or Contractors not exclusively for Licensee's benefit is prohibited. 4 2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Licensee shall not: a. Sell, rent, lease, sublicense, lend, assign, or time-share Products; b. Permit persons other than Authorized Users to access or use the Licensed Products (or. any part thereof); c. Act as a service bureau or Commercial ASP; d. Use Software, Licensed Products, or Documentation for a site or service and operate the site or service for profit or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service); e. Redistribute Software, Licensed Products, Documentation, or Online Services to third parties, in whole or in part, including, but not limited to, extensions, components, or APIs; f. Redistribute Authorization Codes; g. Reverse engineer, decompile, or disassemble Products; h. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products; i. Upload or transmit content or otherwise use Products in violation of third -party rights, including Standard License & Maintenance Agreement Page 3 of 14 10/16 ed.