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City of correcting,re-procuring, or remedying any damage caused by TC Technology's conduct. <br /> At its sole option, City may deduct from any payment, including a final payment(a) any <br /> damages, expenses or costs arising out of any such violations, breaches,or non-performance and <br /> (b)any other back-charges or credits. <br /> 4.5 To obtain payment,TC Technology shall (a) file its request for payment, accompanied by <br /> evidence satisfactory to the City justifying the request for payment; (b) submit a report of the <br /> work accomplished to the pay point described in Exhibit B; and(c) comply with all applicable <br /> provisions of this Agreement. Contractor shall be paid as described in the exhibits to this <br /> Agreement. <br /> 4.6 All requests for payment should be sent to: <br /> City of Everett <br /> Attn: Brent Linder <br /> 2930 Wetmore, Ste. 10C <br /> Everett, WA 98201 <br /> 5 TC Technology SOFTWARE <br /> 5.1 Grant of License and Right to Use <br /> The City of Everett has a perpetual license to use the GO! Sync Software from TC Technology. <br /> 5.2 Original Equipment Manufacturer(OEM) <br /> 5.2.1 In the event the LICENSEE is licensed OEM use of ESRI's embedded ArcGIS Engine <br /> (OEM Software),the following additional contractual provisions apply: <br /> 5.2.2 Use of the OEM Software obligates LICENSEE to pay a mandatory annual update fee and <br /> failure to pay the mandatory annual update fee results in termination of the right to use the OEM <br /> Software. Refer to Clause 13.1.9 for the effects of termination of OEM Software. <br /> 5.2.3 Use of the OEM Software is restricted to the LICENSED SOFTWARE. <br /> 5.2.4 Use of the OEM Software cannot be transferred except for temporary transfer in the event <br /> of computer malfunction. <br /> 5.2.5 Use of the OEM Software cannot be assigned, time-shared, lent or leased, rented or used <br /> for commercial network services or interactive cable or remote processing services. <br /> 5.2.6 Title to the OEM Software does not pass to LICENSEE or any other party. <br /> 5.2.7 The right to reverse engineer,disassemble, or decompile the OEM Software is specifically <br /> excluded, except to the extent that such exclusion is not permitted under the law of the country of <br /> authorized use. <br /> 5.2.8 Duplication of OEM Software is prohibited except for a single archival copy(reasonable <br /> backup copies are permitted). <br /> 5.2.9 To the extent permitted by applicable law, ESRI's liability for any damages,or loss of any <br /> kind, whether special, direct, indirect, incidental, or consequential, arising from the use of the <br /> OEM Software is disclaimed. <br /> 5.2.10 At termination of OEM Software, LICENSEE must certify in writing to LICENSOR that <br /> it has discontinued use and has destroyed or will return to LICENSOR all copies of the OEM <br /> Software and documentation. <br /> Page 2 <br />