2009/12/09 Council Agenda Packet

3. Trapeze Software License a) Trapeze grants to Customer a personal, non-transferable and non-exclusive license restricted for use by Customer at their place of business: (i)to use one production copy of the executable code version of the Trapeze Software in the form supplied by Trapeze,and in accordance with the further specifications set out in Exhibit A hereto;and (ii)to use the Documentation delivered by Trapeze,but only as required to exercise this license. b) The license to use the Malteze Transit Database is granted to Customer solely for the development of internal reports by Customer and for the integrated operation of the Trapeze Software. Unless expressly included herein, all other access rights to the Malteze Transit Database are excluded from this Agreement,and the Customer shall not develop or use, or authorize the development or use of, any other application interfaces to or from the Malteze Transit Database without the express written consent of Trapeze. c) Customer may make two back-up copies of the Trapeze Software. Customer may use the production copy of the Trapeze Software solely to process Customer's proprietary data. The Trapeze Software may not be used on a service bureau or similar basis to process data of any third parties. d) Other than the rights of use expressly conferred upon Customer by this paragraph, Customer will have no further rights to use the Trapeze Software or the Documentation. Customer will not copy,reproduce,modify,adapt, translate or add new features to the Trapeze Software or the Documentation without the express written consent of Trapeze. Customer will not permit disclosure of,access to,or use of the Trapeze Software or the Documentation by any third party unless authorized in writing by Trapeze. Customer will not attempt to reverse compile or reverse engineer all or any part of the System. • 4. Acceptance Procedure a) Phase 1 The initial pilot phase("Phase 1")will be considered operational and functional when the Trapeze Equipment has been installed on the Customer's initial pilot fleet of transit vehicles, and the Trapeze Software is first used to process normal service data. Phase 1 will be accepted following ten (10) consecutive days of operational and functional use of the System by the initial pilot fleet of transit vehicles without significant failure. b) Phase 2 Phase 2 will be accepted following ten(10)consecutive days of operational and functional use of the System by the remaining fleet of the Customer's transit vehicles without significant failure. For the purposes of this section 4, a"significant failure"will mean a failure of the System to function in accordance with the requirements of the System Specifications, where such a failure causes the System to be inoperable or significantly impairs the functionality of the System such that there is a critical impact on business operations. Failures that are the result of operator error, insufficient training, accidental damage to the Equipment caused by operator,intentional abuse of the Equipment,or invalid or incorrect data entry by call takers or operators will not be considered in evaluating successful operation. (c) Both parties agree that the Trapeze PASS-IVR Software product shall be accepted independently of the Trapeze PASS-MON/MDC Software products. Licensee will be deemed to have accepted the individual Trapeze PASS- IVR Software components when the Licensee puts the individual Trapeze PASS-IVR Software components into operational and functional use. City of Everett Everett.Washington Page 3 of 20 2009 Trapeze Proprietary and Confidential 16