Schedule Masters Inc 4/8/2018 - Laserfiche WebLink

CITY Schedule Masters, Inc. SOFTWARE LICENSE AND SERVICES AGREEMENT This Software License and Services Agreement(the"Agreement")is between Schedule Masters,Inc.with its principal place of business at 5A Conestoga Drive, Suite 200, Brampton, Ontario L6Z 4N5 Canada ("SMI")and its client City of Everett Transit doing business at 3225 Cedar Street,Everett,Washington 98201("Client")under which SMI is providing services and licensing software on a non-exclusive basis for the Client's own use under the terms and conditions stated below. 1. DEFINITIONS operating system software platforms,for which SMI provides Software Support. (a) "Delivery Date" shall mean the date that the Client receives the Program. (I) "Authorized User" shall mean a member of Client's organization who has successfully received training on the (b) "Documentation" shall mean the user manual(s), help files Program by SMI or has sufficient working knowledge of the and any other materials supplied by SMI for use with the Program as mutually agreed upon. Program or with any Release. 2. GRANT OF LICENSE (c) "Effective Date"shall mean the date upon which both parties have signed this Agreement. 2.1 One copy of the Program must be licensed for each computer or work station on which the Program is installed in "Read/Write" (d) "License Fee"shall mean the fee for licensing the Program or mode. Client may add an unlimited number of "Read-Only" Programs specified in the Program Description and Price stations to its network. Schedule attached as Schedule A to the Agreement. 3. SCOPE OF THE AGREEMENT (e) "License Fee Schedule" shall mean SMI's listing of Programs and License Fee as it may be in effect from time to time.SMI 3.1 This Agreement shall apply to each Program or Release of a reserves the right to change the License Fee Schedule Program that Client is currently licensing from SMI or shall license without notice. in the future. (f) "Program" shall mean the machine-readable object code of 4, RESTRICTION AGAINST THIRD PARTY USE the computer software program or programs described in the Program Description and Price Schedule attached as 4.1 The Program may not be used by any person that is not an Schedule A to the Agreement and such additional Releases of Authorized User. such programs as shall be supplied by SMI to Client from time to time together with its Documentation. 4.2 The Program may be used for Client's internal business use and only to process information or data of Client. Client may not (g) "Release" shall mean any version of a Program or any process information or data belonging to other parties. materials which are supplied by SMI at or after the delivery of a Program, including any software provided for the 5. COPIES OF THE PROGRAM purpose of improving the functions or performance of the 5.1 SMI shall furnish to Client copies of the Program as specified Program, changing the intellectual property contained in the in Schedule A. Program, expanding the capability or ease of operation of the Program, or for the purpose of fixing errors in program 5.2 Client shall have the right to make one copy of the machine- logic,together with Documentation. readable object code for the Program solely for archive purposes. On such archival copy, Client shall mark copyright, trademark, (h) "Software Support" shall mean support and maintenance patent, and/or trade secret notices identical to those on the copy services for Programs provided for in this Agreement. of the Program provided to Client. Client may not otherwise make (i) "Software Support Fee" shall mean that applicable annual copies of the Program. fee due for Software Support in accordance with SMI's 5.3 SMI shall furnish to Client one copy of the Documentation for Software Support Schedule. each"Read/Write" user. Upon request,at SMI's option, additional (j) "Software Support Description and Price Schedule" shall copies of the Documentation may be supplied to Client at SMI's mean SMI's written statement of Software Support offered then current price.Client may,without the prior written consent of and the fees due for such Software Support as it may be in SMI,copy and reproduce this Documentation. effect from time to time(attached as Schedule C). 5.4 At the client's request, SMI will undertake to deposit the (k) "Supported Products List" shall mean a list of Program licensed software source code and documentation in escrow to a versions, together with associated computer hardware and third party after acceptance of the program. These source codes Schedule Masters,Inc. - 1 - Software License and Services Agreement Rev. 20180115