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and Microsoft's Azure cloud.CorVel reserves the right to temporarily suspend access to any Customer Data that it determines,in
<br /> its sole discretion,violates the terms and conditions of this License Agreement or any applicable laws.
<br /> H. Changes to the CareMC Application.CorVel reserves the right,at any time in its sole discretion and without liability to
<br /> Customer,to delete or change features of the CareMC Application,CareMC Site or Online Services provided such changes do not
<br /> materially alter the functionality,efficiency or performance of the CareMC Application.
<br /> 2. LICENSE AND RESTRICTIONS
<br /> A. Limited License. Subject to the terms and conditions of this License Agreement except as otherwise set forth herein,
<br /> CorVel grants to Customer during the License Term(as defined in Section 8A below)a limited,non-exclusive,non-transferable,
<br /> non-sublicensable license to access and use,and allow Authorized Users to access and use,the CareMC Application via the CareMC
<br /> Site solely for Customer's own internal business use and operations.Customer shall access and use the CareMC Application in
<br /> accordance with the user's guides and online instruction provided to Customer by CorVel("Documentation")and all applicable
<br /> laws,statutes,rules and regulations.
<br /> B. Restrictions.Customer shall not,and shall not allow Authorized Users or any third party to(i)rent,lease,re-license or
<br /> otherwise provide access to the CareMC Application or Online Services to any third party,(ii)alter,modify or create derivative
<br /> works of the CareMC Application,(iii)use any reverse compilation,decompilation or disassembly techniques or similar methods
<br /> to determine any design structure,concepts and construction method of the CareMC Application or replicate the functionality of
<br /> the CareMC Application for any purpose,or(iv)copy the CareMC Application or any content,materials, information and other
<br /> data provided by CorVel on the CareMC Site or used in providing the Online Services("CorVel Content")and/or Documentation
<br /> without CorVel's prior written consent.
<br /> C. Third Parties. Customer shall not allow any third party to have access to the CareMC Application or Online Services
<br /> without prior written consent of CorVel and ensuring that(i)such third party enters into a legally enforceable written agreement
<br /> with CorVel,or(ii)CorVel and Customer shall enter into a Letter Agreement whereby Customer assumes all responsibility and
<br /> liability for access by such third party.
<br /> D. Ownership. CorVel owns and shall retain all right,title and interest in and to the CareMC Application,Documentation,
<br /> CareMC Site,Online Services,CorVel Content and any intellectual property rights inherent therein or arising therefrom. In addition
<br /> to CorVel's rights in the individual elements of the CorVel Content, CorVel owns a copyright in the selection, coordination,
<br /> arrangement and enhancement of the CorVel Content. Neither Customer nor any Authorized User shall obtain any ownership
<br /> rights,express or implied,or any other rights other than those expressly set forth herein in the CareMC Application,Documentation
<br /> or CorVel Content.
<br /> E. Compliance Monitoring and Audits. CorVel may monitor and,at its expense,perform an audit of Customer's use of the
<br /> CareMC Application and CareMC Site to verify that Customer and Authorized Users are using the CareMC Application in
<br /> compliance with the terms of this License Agreement. CorVel reserves the right to temporarily suspend Customer's or any
<br /> Authorized User's access to the CareMC Application in the event Customer or such Authorized User engages in,or CorVel in good
<br /> faith suspects is engaged in, any unauthorized conduct. CorVel shall use reasonable efforts to immediately notify Customer in
<br /> writing of its suspension in services,the reasons for such suspension,including the facts and circumstances it believes constitute
<br /> Customer's unauthorized conduct and shall agree to a reasonable time to conduct the review of the suspension in access.To the
<br /> extent CorVel requires access to Customer's facilities to conduct an audit hereunder,such access shall be made upon reasonable
<br /> notice and conducted during Customer's regular business hours. If an audit conducted during any portion of the Term in which
<br /> Customer is required to pay fees under this Agreement reveals that Customer has underpaid fees to CorVel or is using the CareMC
<br /> Application beyond the license restrictions and/or any terms of this Agreement,Customer will be invoiced for any such underpaid
<br /> fees and will pay CorVel's reasonable expenses associated with such audit. The foregoing remedies shall be in addition to,and
<br /> shall not limit CorVel's ability to terminate this Agreement based on material breach or pursue damages or other remedies available
<br /> under law and equity.
<br /> 3. INFRASTRUCTURE,MAINTENANCE AND SUPPORT
<br /> A. CorVel Infrastructure Obligations. Subject to Customer's compliance with the terms and conditions of this License
<br /> Agreement,CorVel shall be responsible for providing and maintaining the hardware,software and other equipment required to
<br /> host the CareMC Application for Customer("CareMC Infrastructure").The CareMC Infrastructure is subject to modification by
<br /> CorVel from time to time for purposes such as adding new functionality,maximizing operating efficiency and upgrading hardware,
<br /> provided such modifications shall not in the aggregate degrade the performance of the Online Services utilized by Customer.
<br /> Customer understands and acknowledges that such modifications may require changes to Customer's Internet access and/or
<br /> telecommunications infrastructure to maintain Customer's desired level of performance.CorVel shall give Customer reasonable
<br /> prior written notice of any such modifications.
<br /> B. Customer Infrastructure Obligations. Except for the CareMC Infrastructure,which will be provided by CorVel,Customer
<br /> shall be responsible for obtaining and maintaining all hardware,software,equipment,Internet access and/or telecommunications
<br /> services and other items or services furnished by third party venders or providers("Third Party Providers")required to enable
<br /> Customer to access and use the CareMC Application and CareMC Site as contemplated hereunder.
<br /> C. Support.CorVel will provide general support regarding questions on the CareMC Application and CareMC Site via email
<br /> and by telephone from Monday through Friday between the hours of 5:00 a.m. and 6:00 p.m.Pacific Standard Time,excluding
<br /> holidays.
<br /> City of Everett WA CareMC License Agreement with My Care App 6-1-18
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