Laserfiche WebLink
TMS Online Inc. <br />SOFTWARE LICENSE AND SERVICES AGREEMENT <br />This Software License and Services Agreement (the “Agreement”) is between TMS Online Inc. with its principal place of business at <br />1912 – 38 Joe Shuster Way, Toronto, Ontario M6K 0A5 Canada (“TMS”) and its client Everett Transit with its principal place of business <br />at 3225 Cedar Street, Everett, Washington 98201 (“Client”) under which TMS is providing services and licensing software on a non- <br />exclusive basis for the Client’s own use under the terms and conditions stated below. <br />TMS Online Inc. - 1 - Software License and Services Agreement Rev. 20250929 <br />1. DEFINITIONS <br />(a) “Delivery Date” shall mean the date that the Client receives <br />access to the Platform. <br />(b) “Documentation” shall mean the user manual(s), help files <br />and any other materials supplied by TMS for use with the <br />Platform. <br />(c) “Effective Date” shall mean the date upon which both <br />parties have signed this Agreement. <br />(d) “License Fee” shall mean the fee for licensing the Platform. <br />(e) “Platform” shall mean the online platform at <br />https://tms.online/. <br />(f) “Software Support” shall mean support and maintenance <br />services for Platforms provided for in this Agreement. <br />(g) “Software Support Fee” shall mean that applicable annual <br />fee due for Software Support in accordance with TMS’s <br />Software Support Schedule. <br />(h) “Software Support Description and Price Schedule” shall <br />mean TMS’s written statement of Software Support offered <br />and the fees due for such Software Support as it may be in <br />effect from time to time (attached as Schedule B). <br />(i) “Authorized User” shall mean a member of Client’s <br />organization who has completed TMS’s training program. <br />2. GRANT OF LICENSE <br />2.1 Client may access the Platform for its internal business <br />purposes by up to [3] Authorized Users for “Read/Write” <br />during the term. Client may add “Read-Only” users at TMS’s <br />discretion. <br />3. SCOPE OF THE AGREEMENT <br />3.1 This Agreement shall apply to each Platform that Client is <br />currently licensing from TMS or shall license in the future. <br />4. RESTRICTION AGAINST THIRD PARTY USE <br />4.1 The Platform may be used for Client’s internal business use <br />and only to process information or data of Client. Client may not <br />process information or data belonging to other parties. <br />5. ACCEPTANCE <br />5.1 The Platform will be accepted when the Platform performs <br />substantially as described in the Documentation, or if Client uses <br />the Platform, or benefits from the Platform in any way. <br />6. PAYMENT PROVISIONS <br />6.1 In consideration of the license granted under this Agreement, <br />Client shall pay to TMS the License Fee in accordance with the <br />attached Schedule A. <br />6.2 If any undisputed fee under this Agreement remains unpaid <br />30 days after the Effective Date, TMS may suspend user logins upon <br />notice. If still unpaid 30 days after suspension, TMS may <br />permanently delete Client Data after at least 7 days’ notice and <br />offering a standard export. <br />7. ACKNOWLEDGMENT OF TMS’S OWNERSHIP RIGHTS <br />7.1 Client acknowledges that it obtains no ownership rights in the <br />Platform under the terms of this Agreement. All rights in the <br />Platform including but not limited to trade secrets, trademarks, <br />service marks, patents, and copyrights are, shall be and will remain <br />the property of TMS. Client shall not directly or indirectly call into <br />question the validity, enforceability or ownership by TMS of the <br />Platform. <br />8. WARRANTY <br />8.1 TMS warrants that the Platform will perform substantially in <br />accordance with accompanying Documentation for a period of one <br />year from the date of Client’s receipt (“Warranty Period”) and for <br />any period thereafter in which Software Support is paid for and in <br />effect under the terms of this Agreement. TMS disclaims all other <br />warranties and conditions (either express or implied and those <br />arising by statute or otherwise or from a course of dealing or <br />usage of trade) including but not limited to implied warranties of <br />merchantability, fitness for a particular purpose and non- <br />infringement, with respect to the Platform and the <br />Documentation. TMS warrants that it has the right to grant this <br />license. <br />8.2 In no event shall TMS have any liability for loss of profits, <br />loss of business revenue or other expenses incurred by Client as a <br />result of any breach by TMS (including fundamental breach) or <br />any other act or omission of TMS (including negligence). Nor shall <br />TMS be liable for any indirect, special or consequential damages <br />even if advised of the possibility thereof. <br />8.3 Exclusive remedy: Client’s exclusive remedy against TMS for <br />breach of this agreement shall be a correction of any error or <br />defect in the Platform as to which Client has given notice. <br />9. OVERALL LIMITATION OF DAMAGES <br />9.1 In no case shall the aggregate amount of damages payable <br />to one party by the other party as ordered payable by a court of