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• 4 <br /> Agreement Number:000 1461 <br /> 2.2 Government Agency. If Licensee is a state, federal or other public entity("Government"), Licensee <br /> agrees to protect the Licensed Products from public disclosure. In the event that Licensee is required to <br /> disclose the Licensed Products under any law or regulation that permits public access and/or reproduction or <br /> use of the Licensed Products, Licensee shall notify TANA in writing prior to such disclosure and if TANA is <br /> unable to comply with such disclosure, this Agreement shall be automatically terminated and considered <br /> immediately null and void. Any software,documentation and/or data delivered hereunder is subject to the term <br /> of this Agreement. Any computer software,computer software documentation and/or technical data delivered <br /> hereunder to the Government, either directly under a prime contract, or indirectly through subcontract, is <br /> subject to the terms of this Agreement. In no event shall the Government acquire rights greater than LIMITED <br /> or RESTRICTED rights as described in DFARS 252.227-7014(a)(1)(JUN 1995)(DOD commercial computer <br /> software definition), DFARS 227.7202-1 (DOD policy on commercial computer software), FAR 52.227-19 <br /> (JUN 1987)(commercial computer software clause for civilian agencies),DFARS 252.227-7015 (NOV 1995) <br /> (DOD technical data—commercial items clause);FAR 52.227-14 Alternates I,II,and III(JUN 1987)(civilian <br /> agency technical data and noncommercial computer software clause); and/or FAR 12.211 and FAR 12.212 <br /> (commercial item acquisitions), as applicable. In case of conflict between any of the FAR and DFARS <br /> provisions listed herein and this Agreement, the construction that provides greater limitations on the <br /> Government's rights shall control. <br /> 3. Warranty <br /> 3.1 Limited Warranty. TANA warrants that the media containing the Licensed Products is free from <br /> defects in materials and workmanship on date of delivery.If the media possesses manufacturing defects,TANA <br /> will provide Licensee with a replacement copy of the Licensed Products within a commercially reasonable time <br /> after notice from Licensee. LICENSEE'S SOLE AND EXCLUSIVE REMEDY AND TANA'S ENTIRE <br /> OBLIGATION UNDER THIS LIMITED WARRANTY IS TO REPAIR OR REPLACE THE LICENSED <br /> PRODUCTS WITH CONFORMING LICENSED PRODUCTS SUBJECT TO PROMPT NOTICE OF NON- <br /> CONFORMITY AND AT TANA'S OPTION IF SUCH ALTERNATIVES ARE NOT FEASIBLE, TO <br /> TERMINATE THIS AGREEMENT AND REFUND THE APPLICABLE FEES PAID WITH RESPECT TO <br /> SUCH NON-CONFORMING LICENSED PRODUCT. <br /> 3.2 DISCLAIMER. EXCEPT AS PROVIDED IN SECTION 3.1 ABOVE, THE LICENSED <br /> PRODUCTS ARE PROVIDED ON AN"AS IS"AND"WITH ALL FAULTS BASIS"AND TANA AND ITS <br /> SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, <br /> INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, <br /> MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, TITLE AND <br /> FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION <br /> PROVIDED BY TANA OR ANY OF ITS AGENTS, EMPLOYEES OR THIRD PARTY PROVIDERS <br /> SHALL CREATE A WARRANTY, AND LICENSEE IS NOT ENTITLED TO RELY ON ANY SUCH <br /> ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION <br /> OF THE AGREEMENT. <br /> 4. Updates. TANA will deliver Updates to the Licensed Products to Licensee for the period of time and on <br /> the delivery schedule identified on Attachment A. <br /> 5. Support. If Licensee promptly gives TANA written notice and documentation of a discovered defect in <br /> the Licensed Products sufficient to enable TANA to reproduce the problem, and, thereafter, provides such <br /> additional information as TANA may reasonably request,TANA will use reasonable efforts to promptly correct <br /> major defects; and correct minor or ordinary defects by the next general commercial release of the Licensed <br /> Products. TANA shall not be obligated to provide corrections to the Licensed Products in the event that the <br /> errors are caused by Licensee. TANA will provide the foregoing support for each version of the Licensed <br /> Products for a period of twelve(12)months from the date of commercial release of such version. <br /> 6. Fees. Licensee shall pay to TANA the license fees indicated on Attachment A(the"License Fees"). The <br /> License Fees shall be due and payable as set forth on Attachment A. If Licensee desires to increase the number <br /> of Users or purchase a license to additional Licensed Products, the parties may do so by amending this <br /> Agreement. <br /> 7. Payment and Records. All outstanding amounts not paid when due shall bear interest at the maximum <br /> allowable statutory rate at the time or two percent(2%)per month,whichever is less. Fees do not include any <br /> sales,use or other taxes that may apply and all such taxes are the responsibility of Licensee.TANA retains the <br /> right to withhold shipment of Licensed Products for failure to pay fees due. Licensee shall maintain complete <br /> TANA City of Everett—Everett Transit,Government License Agreement,10/2006,Page 2 Licensee <br /> CA-06-1 Non-Perpetual Internal and Non-Perpetual Internet Use <br /> TANA CONFIDENTIAL <br /> 8 <br />