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DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E
<br /> 3.1. Grant of License.In the case of Licensed Software,during Software.ESO shall be responsible for hosting and
<br /> the Term of this Agreement ESO hereby grants Customer a managing the SaaS.
<br /> limited,non-exclusive,non-transferable,non-assignable,
<br /> revocable license to copy and use the Licensed Software,in 4.2. Service Level Agreement.No credits shall be given in the
<br /> such quantities as are set forth on the applicable Software event Customer's access to SaaS is delayed,impaired or
<br /> Schedule and as necessary for Customer's internal business otherwise disrupted(collectively,an"Outage").If such
<br /> purposes;provided that,Customer complies with the Outage,excluding Scheduled Downtime(as defined below),
<br /> Restrictions on Use(Section 3.3)and other limitations and results in the service level uptime falling below 99%for one
<br /> obligations contained in this Agreement.Such internal month(collectively,"Uptime Commitment"),then
<br /> business purposes do not include reproduction or use by any Customer shall have the option to immediately terminate
<br /> parent,subsidiary,or affiliate of Customer,or any other this Agreement;and ESO will refund any prepaid,unearned
<br /> third party,and Customer shall not permit any such use. Fees to Customer.To the extent allowed by law,this is
<br /> Customer's sole remedy for ESO's breach of the Uptime
<br /> 3.2. Grant of Subscription.In the case of SaaS,during the term Commitment.
<br /> of this Agreement Customer may access and use the SaaS,
<br /> in such quantities as are set forth on the applicable Software 4.3. Scheduled Downtime. In the event ESO determines that it
<br /> Schedule;provided that,Customer complies with the is necessary to intentionally interrupt the SaaS or that there
<br /> Restrictions on Use(Section 3.3)and other limitations is a potential for the SaaS to be interrupted for the
<br /> contained in this Agreement. performance of system maintenance(collectively,
<br /> "Scheduled Downtime"),ESO will use good-faith efforts to
<br /> 3.3. Restrictions on Use.Except as provided in this Agreement notify Customer of such Scheduled Downtime at least 72
<br /> or as otherwise authorized by ESO,Customer has no right hours in advance and will ensure Scheduled Downtime
<br /> to:(a)decompile,reverse engineer,disassemble,print,copy occurs during non-peak hours(midnight to 6 a.m.Central
<br /> or display the Software or otherwise reduce the Software to Time). Scheduled Downtime shall not constitute a failure
<br /> a human perceivable form in whole or in part;(b)publish, of performance by ESO,provided the Scheduled Downtime
<br /> release,rent,lease,loan,sell,distribute or transfer the does not result in the service level uptime falling below
<br /> Software to another person or entity;(c)reproduce the 97%for one month.
<br /> Software for the use or benefit of anyone other than
<br /> Customer;(d)alter,modify or create derivative works based 4.4. Support and Updates. During the Term of this Agreement,
<br /> upon the Software either in whole or in part;or(e)use or ESO shall provide to Customer the Support Services,in
<br /> permit the use of the Software for commercial time-sharing accordance with Exhibit B.Exhibit B is incorporated herein
<br /> arrangements or providing service bureau,data processing, by reference.
<br /> rental,or other services to any third party.The rights
<br /> granted under the provisions of this Agreement do not
<br /> constitute a sale of the Software.ESO retains all right,title, 5. FEES
<br /> and interest in and to the Software,including without
<br /> limitation all software used to provide the Software and all 5.1. Compensation. The maximum amount payable under this
<br /> graphics,user interfaces,logos and trademarks reproduced agreement shall not exceed FORTY-SEVEN THOUSAND,
<br /> through the Software,except to the limited extent set forth FIVE HUNDRED AND SEVENTY-TWO DOLLARS
<br /> in this Agreement.This Agreement does not grant AND FIFTY CENTS($47,572.50). This amount shall not
<br /> Customer any intellectual property rights in the Software or be exceeded without a written amendment duly executed by
<br /> any of its components,except to the limited extent that this authorized representatives of both parties.
<br /> Agreement specifically sets forth Customer's rights to
<br /> access,use,or copy the Software during the Term of this 5.2. Fees.in consideration of the rights granted and except in the
<br /> Agreement.Customer recognizes that the Software and its event there is a Third-Party Payer(as defined below),
<br /> components are protected by copyright and other laws. Customer agrees to pay ESO the fees for the Software
<br /> and/or Professional Services as set forth in the Software
<br /> 3.4. Delivery.In the case of Licensed Software,ESO shall Schedule(s)or SOW(s)(collectively,"Fees")up to the
<br /> provide the Licensed Software to Customer through a amount in Section 5.1.Except as provided in Section 4.2,
<br /> reasonable system of electronic download.In the case of the Fees are non-cancelable and non-refundable.Customer
<br /> SaaS,ESO shall grant Customer access to SaaS promptly shall pay all invoices within thirty(30)days of receipt.In
<br /> after the Effective Date. the event a third-party is paying some or all of the Fees on
<br /> behalf of Customer("Third-Party Payer"),the Software
<br /> 3.5. Third-Party Software.Software may incorporate software Schedule will state that payment obligation.The parties
<br /> ft
<br /> and other technology owned and controlled by third parties agree that Customer may replace the Third-Party Payer by
<br /> ("Third-Party Software"). ESO is licensed to sublicense submitting to ESO written notice memorializing the change.
<br /> and distribute Third-Party Software.All Third-Party However,no such change shall be made until the then-
<br /> Software falls under the scope of this Agreement. current Term's renewal.Moreover,Customer is responsible
<br /> Moreover,ESO neither accepts liability,nor warrants the for payment in the event the Third-Party Payer does not pay
<br /> functionality,reliability or accuracy of Third-Party the Fees and Customer continues using the Software.For
<br /> Software,including but not limited to third-party mapping the avoidance of doubt,any such Addenda will become part
<br /> applications. of this Agreement.
<br /> 4. HOSTING,SLA&SUPPORT SERVICES 5.3. Appropriation of Funds. ESO acknowledges that
<br /> Customer is a governmental entity,and the validity
<br /> 4.1. Hosting&Management.Customer shall be solely of this Agreement is based upon the availability of
<br /> responsible for hosting and managing the Licensed public funding under the authority of its statutory
<br /> mandate.
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