2005/12/14 Council Agenda Packet

11 Exhibit A use one copy of the Software on a single computer as a Single Computer License. The primary user of the computer on which the Software is installed may make a second copy for his or her exclusive use on either a home or portable computer. (ii) You may also store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software on your other computers over an internal network; however, you must acquire and dedicate a Single Computer License for each separate computer on which the Software is installed or run from the storage device. (iii) or you must acquire a Concurrent Use Site License for the Software to be shared or used concurrently on different computers. 5. Proprietary Rights. Subject to the license granted herein, Customer acknowledges and agrees that all right, title and interest in the Software and Documents are and shall remain the sole and exclusive property of Licensor and owners of third party software licensed to Licensor and utilized in connection with the Software. Customer agrees to execute all assignments, applications and instruments reasonably requested by Licensor to perfect in Licensor and such third parties such right, title and interest. Customer acknowledges that the Software and Documents contain confidential trade secrets proprietary to Licensor and such third parties, and, except as expressly permitted herein, Customer shall keep confidential and shall not disclose the trade secrets, know-how, and technology embodied in the Software, the Documents or any document marked "Confidential," except to the extent that it is publicly known or required by law to be available to the public. 6. Limited Warranty. Licensor warrants, for a period of 90 days after delivery of the Media to Customer, that the Software will substantially perform in accordance with the Specifications, provided that the Software is used on the computer hardware and with the operating system for which it was designed. If Customer shall notify Licensor in writing within such 90-day period of any alleged defect in the Software, which notice shall specifically identify all failures of the Software to perform in accordance with the Specifications and include all information necessary for Licensor to verify such failures, Licensor shall, at Licensor's election: (i) repair such defects in the Software so that it functions substantially in accordance with the Specifications; (ii) replace the defective Software; or (iii) refund to Customer all amounts paid by Customer to Licensor for such defective Software (subject to Section 7) and terminate this Agreement by notice thereof to Customer. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE. LICENSOR MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OF THE DATA CONTAINED ON THE MEDIA. 7. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 6, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE. Specifically, and not in limitation, Licensor shall not be liable for any damages arising from loss of profits or revenues, loss of use of the Software, loss of Customer Data, costs of substitute software, and claims by parties other than the Customer for similar damages. In the event that any of the foregoing exclusions of liability are not effective for any reason, the total liability of Licensor, and its employees and agents, arising out of or in connection with this Agreement, whether based on contract, tort (including negligence), strict liability or otherwise, shall in no event exceed the sum of all amounts paid by Customer to Licensor under this Agreement. City of Everett,WA December 8,2005 ids'"LICENSE AGREEMENT Page: 2 55