|
Client: Orange County Attention:Pam Jones Contract# MN5019-4
<br /> 3)Verification of the Software Products.
<br /> a)At the Client's request,within thirty(30)days after the software products have becn installed on Client's system,MCTNIS will test the software products in accordance with MLJNIS standard verification test
<br /> procedure,by demonstrating to Client that the software products perform all of the functions identified in Exhibit 1 of this Softwaze License Agreement,which demonstration shall constitute ClienPs verification that
<br /> the software products substantially comply with MUNIS'user manuals for the most current version of the software products and functional descriptions of the software found in MUNIS'written proposal to Client.
<br /> Upon such verification,Client shall pay the remaining balance of in accordance with the payment terms in Addendum A..
<br /> b)At iYs option,Client's own defined intemal validation process to test the software to conform to all of the functions identified in Exhibit 1 of this Software License Agreement,which validation test shail cons6tute
<br /> C1ienYs verification that the softwar+e products substantially comply with MUNIS'user manuals for the most current version of the software products and functional descriptions of the software found in MIJNIS'
<br /> written proposal to Client. Upon such validation,Client shall pay the remaining balance of in accordance with the payment terms in Addendum A..
<br /> c)Notwithstanding anything contrary herein,C1ienPs use of the software products for its intended pucpose,shall constitute ClienPs verification of the so8ware products,without exception and for all pwposes.
<br /> d)Verification or validation that the software products substantially comply with MLJNIS'user manuals for the most current version of the software products and functional descriptions of the software found in
<br /> MiJIVIS'written proposal to Client by Client shall be final and wnclusive except for latent defect,fraud,and such gross mistakes that amount to fraud and the ope�ation of any provision of this Agreement which
<br /> specifically survives verification. In the event said verification becomes other than final,or becomes inconclusive,pursuant to this paragraph,Client's sole right and remedy against MLJNIS shall be to require
<br /> MiJNIS to correct the cause thereof.
<br /> e)MUMS shall promptly co�rect any functions of the software products which failed the standard verification testing or failed to comply with MUNIS's user manuals for the most curnnt version of the software
<br /> products and functional descriptions of the software found in MLJNIS's written proposal to Client. If Ciient has made modifications to the software programs,MUNIS will not make such corrections,uniess such
<br /> modifications were specifically authorized in writing by MCJNIS.
<br /> 4)Schedule of Verification. M[JNIS will install the software products and cause the same to be verified within sixty(60)days after Client makes available to Mi1NIS the equipment into which the software product
<br /> is to be loaded.MiJNIS shall exercise reasonable efforts to cause the software products to be verified according to the schedule set forth in this paragraph,but MLJNIS shall not be liable for failure to meet said
<br /> schedule if,and to the extent,said failure is due to causes beyond the control and without the fault of MLTNIS.
<br /> 5)Limited Warraoty:MUNIS warrants that the then current,unmodified veision of the MiJNIS Software Products will substantially conform to the then current version of its published Documentation. If the
<br /> Softwa�e Products do not perform as wazranted,MLINIS's obligation will be to use reasonable efforts,consistent with industry standards,to cure the defect.Said corrections will be made in accordance with the
<br /> MiJNIS'published problem resolution priority guidelines.Should MIJNIS be unable to cure the defect or provide a replacement product,Ctient shall be entiNed to a refund for the license fee paid for application.
<br /> THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,ALL OTHER WARRANTIES,�ONDITIONS AND
<br /> REPRESENTATIONS,WHETHER EXPRESS,IMFLIED OR VERBAL,STATUTORY OR OTHERWISE,AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY
<br /> EXCLUDED,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br /> 6)Limitation of Liability.
<br /> (a)In the event that the software products are determined to infringe upon any existing United States patent copyright or trademark rights held by any other person or entity,MiJNIS shall defend and hold harmless
<br /> Client and its officecs,agents and employees from any claim or proceedings brought against Client and from any cost damages and expenses finally awazded against Client which arise as a result of any claim that is
<br /> based on an assertion that ClienPs use of the software products under this Software License Agreement constitutes an infringement of any United States patent,copyright or trademark provided that Client notifies
<br /> MUNIS promptly of any such claim or prceeeding and gives MiJNIS full and complete authority,information and assistance to defend such claim or prceeeding and fiuther provided that MiJNIS shall have sole
<br /> control of the defense of any claim or proceeding and all negotia6ons for its compromise or settlement provided that MUNIS shall consult with Client regarding such defense.In the event that the software products
<br /> are finally held to be infringing and its use by Client is enjoined,M[JNIS shall,at its election;(l)procure for Client the right to continue use of the software products;(2)modify or replace the software products so
<br /> that it becomes non-infringing;or(3)if procurement of the right to use or modification or replacement can not be completed by MIJNIS,terminate the license for the infringing software product,and upon
<br /> temrination,refund the license fees paid for the infringing software product as depreciated on a straight-line basis over a period of seven(7)years with such depreciation to commence on the execution of this
<br /> Agreement.MUNIS shall have no liabiliry hereunder if Client modified the software products in any manner without the prior written consent of MUNIS and such modification is determined by a court of competent
<br /> jurisdiction to be a contributing cause of the infringement or if the infringement would have been avoided by C1ienYs use of the most cucrent revision of the software products. The foregoing states MCTNIS'entire
<br /> liability and C1ienYs exclusive remedy with respect to any claims of infringement of any copyright,patent,trademark,or any property interest rights by the software products,any part thereof,or use thereof.
<br /> b)THE RIGHTS AND REMEDIES SET FORTH IN THIS SOFTWARE LICENSE AGREEMENT ARE EXCLUSNE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES OR WARRANTIES
<br /> EXPRESSED,IMPL[ED OR STATUTORY,INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM
<br /> INTEGRATION.
<br /> c)In no event shall MiJTiIS be liable for special,indirect,incidental,consequential or exemplary damages,including without limitation any damages resulting from loss of use,loss of data,interruption of business
<br /> activities or failure to realize savings arising out of or in connection with the use of the software products. M[JTIIS'liability for damages arising out of this Software License Agreement,whether based on a theory of
<br /> 8 of 14.
<br />
|