|
DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80
<br />SOFTWARE LICENSEAGREEMENT
<br />Agreement
<br />This Software LicenseAgreement (this “”), effective this _10th_ day of
<br />Effective Date
<br />_November_, 2014(the “”), by and between ExactByte, Inc. aNorth Carolina
<br />corporation (d/b/a ArchiveSocial) whose principal place of business is located at 201 W Main St
<br />Licensor
<br />Suite 100 PMB 115,Durham, NC 27701(“”)and _Orange County, North Carolina, a
<br />Licensee
<br />government entitywhose principal place of business is located in_North Carolina_ (“”).
<br />Licensee and Licensor may hereinafter jointly be referred to as the “parties.”
<br />WHEREAS, Licensorhas developed and licenses proprietary online software that assists in
<br />capturing and archiving records ofonline social media communications(including all updates,
<br />upgrades, modifications and improvements thereto generally made available by Licensor to other
<br />Software
<br />similar commercial licensees, the “”) and related documentation delivered or provided to
<br />DocumentationService
<br />Licensee (the “” and, along with the Software, the “”), all as more fully
<br />Website
<br />described and accessed at http://archivesocial.com/(the “”); and
<br />WHEREAS, Licensee would like to licensesuch software for the limited and express
<br />purposes and term set forth in this Agreement.
<br />NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged, the parties agree as follows:
<br />1.LICENSE
<br />.
<br />(a)General.On the terms and subject to the conditions of this Agreement, including the
<br />payment of all the fees and charges required hereunder, Licensorgrants to Licensee, and Licensee
<br />accepts, a non-exclusive, limited, nontransferable, license (without the right tosublicense) to access
<br />and use the Service, including the Software, solelyin the form provided by Licensorthrough the
<br />Website, for any purpose not prohibited by law or by the terms and conditions of this Agreement
<br />License
<br />(the “”). The License and rightsgranted to Licensee herein terminate upon the termination
<br />or expiration of this Agreement as set forth herein.
<br />(b)Terms of Service; Restrictions onUse.Licensee’s use of the Website and the Service is
<br />governed by the Terms of Service applicable to all users of the Website and/or the Service and
<br />Terms
<br />available via the Website at http://archivesocial.com/terms(the “”), and Licensee covenants
<br />and agrees to be bound by the Terms except as explicitly set forth herein to the contrary.For the
<br />avoidance of doubt, in the event of any conflict or inconsistency between this Agreement and the
<br />Terms, the terms and conditions of this Agreement shall control. Without limiting the Terms,
<br />Licensee further covenants and agrees that it shall not, and shall cause its affiliates, owners,
<br />members, managers, directors, employees, agents, contractors or other third parties who use the
<br />Website and/or the Service on behalf of, at the direction of or for the benefit of Licensee
<br />Representatives
<br />(collectively, Licensee’s “”) to not, (i) sell, license (or sublicense), lease, assign,
<br />transfer, pledge, or share (including as a time share, service bureau or otherwise) any of Licensee’s
<br />rights under, in or to the License and/or the Service with or to any third party; (ii) modify,
<br />disassemble, decompile, reverse engineer, revise or enhance all or any party of the Website,the
<br />Services or the Software or create any derivative works or otherwise merge or utilize all or any part
<br />of the foregoingwith or into other computer programs, website, service or other materials or
<br />attempt to discover all or any part of the Website’s,the Service’s or the Software’s source code; (iii)
<br />-1-
<br />Confidential
<br />
<br />
|