2000 S ERCD - Geo-Base/Land Management and Permit Information Tracking System

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Third party applications(those applications or facilities not supplied by Accela) which may utilize and rely on the data structure and specific relationships may be adversely affected by these changes. Third party applications may be rendered inoperative,or produce results which are inaccurate or unreliable due to modifications of the data structure. These anomalies,when created by changes in the"Software"data structure, within third party applications are not the responsibility of Accela nor covered under any level of software maintenance agreement. .06. Accela,as a policy,does not provide assistance or additional activity development on permit or activity types which have been developed by non-Accela employees running in conjunction with the"Software". Accela has no certification program for third party providers of developmental services within the"Software",nor does Accela recommend the use of third party assistance providers. Activities and permits developed for agency use are not covered by any level of software maintenance. .07. Accela recommends and supports the network configurations as specified in the most recent release of the"Software" implementation guide. No other network configurations,specifically any configurations differing from those specifications are supported and/or covered by any level of software maintenance. Any assistance rendered in support of configurations not specifically approved in advance will be billed at the prevailing time and materials rates for such assistance. .08. Accela shall be entitled to rely upon as accurate and correct any specifications,criteria,maps or any other data furnished by User or others. If subsequent errors are discovered in data furnished by User which necessitate redoing services,Accela shall be compensated for such extra services.Accela shall not be liable to User for errors or omissions in data furnished by User. A10.00. ACCELA INSTRUCTIONS .01. Accela shall be responsible for delivery of the"Software"Source Code to Accela's escrow account. Source code for the most current version will be made available from the escrow agent to User if a)The most current version of the"Software"is not supported by Accela. In such case,copies of the"Software"written by Accela and documentation will be provided to the User under the terms of the Maintenance Agreement. Source Code will be made available for a fee equal to the License Fee.User has unrestricted access to the"Software"it has accepted from Accela,but may not transfer source code or documentation to any other agency,commercial or private business under any conditions. A11.00. APPLICABLE LAW. .01. This Agreement shall be governed and construed under the laws of the State of North Carolina. Any action to enforce the provisions of this Agreement shall be filed in a court located in the County of Orange,North Carolina. Al2.00.SOFTWARE LICENSE. .01.Accela grants and User accepts upon the terms and conditions contained herein, non-exclusive, non-transferable, perpetual license to unlimited use of the"Software"solely for User's own purposes. The license granted under this Agreement authorizes User to use the"Software"in machine readable form by 25 concurrent users. The"Software"shall include in its meaning,documentation and technical information provided to User in written form for use in connection with the"Software". .02.Accela warrants that it has good title to such"Software"and that User will have undisturbed use of the"Software"in accordance with the terms of this Agreement. .03. User expressly agrees that it will not sell, lease, assign or in any way transfer, such "Software" or any rights herein to any person, partnership,corporation or other entity. .04.User shall include and shall not alter,remove or conceal,any copyright,trade secret or other proprietary notices on the"Software". .05. Tale and ownership to the"Software"and Intellectual Property Rights is not hereby nor in any other way transferred to User. User acknowledges that Accela retains the exclusive right to sell,lease,license,assign, or otherwise transfer the"Software"(and any module thereof)and that Accela may enter into similar or identical conveyances of similar or identical rights with other Accela clients. .06.User may not cause or permit disclosure of,or access to,the"Software"in whole,in part or in any form to any person,firm,corporation or other entity who or which are not salaried employees of the User without the expressed prior written consent of Accela.ACCELLA acknowledges that Customer is a governmental entity and as such is subject to regulations governing public information. Customer will notify ACCELLA in the event a request for information may conflict with the terms cited herein. However,Customer will release information in accordance with the then prevailing laws governing such matters. ACCELLA agrees to hold Customer harmless from the terms of this Agreement in such event with Customer would have been in violation of public information laws had information been withheld. .07. The User acknowledges that the "Software" contains valuable proprietary information and trade secrets and that unauthorized dissemination of the"Software"(including,without limitation,disassembly,decompiling or reverse engineering)could cause irreparable harm to Accela. .08.The User shall not make copies of the"Software"except that reserve copies of a magnetically recorded"Software"that is delivered on tape or magnetic disk media may be made to protect against"Software"destruction for back-up procedures. .09. The User may copy documentation for its own use provided that copyright and other proprietary notices on any copies are made in accordance with Accela or its supplier's instructions. A13.00.WARRANTIES. OrangeCo-NC-U0.doc 3 USER ACCELA,INC.