Orange County NC Website
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DocuSign Envelope ID: 1 F5180CC-F9F6-4D55-A9A8-581 CB73213A5 <br /> Exhibit B <br /> INNOVATIVE INTERFACES INCORPORATED <br /> SUBSCRIPTION LICENSE AGREEMENT <br /> This Subscription License Agreement ("License Agreement") is entered into by and between Innovative <br /> Interfaces Incorporated, a California corporation ("Innovative"), and the party identified as Client below("Client"), as <br /> of the "Effective Date" also set forth below. <br /> Client Orange County Public Library <br /> Address 137 West Margaret Lane <br /> Hillsborough, NC 27278 <br /> Customer No. CU0756 <br /> Effective Date August 1, 2021 <br /> Initial Term 36 Months <br /> 1. Definitions. <br /> "Go-Live Date" means the Client's first use of the Software in a production environment. <br /> "GTCs" means the Innovative Interfaces Incorporated Subscription License Agreement General Terms and <br /> Conditions in Exhibit B. <br /> "Support Terms"means the Innovative Interfaces Incorporated Maintenance and Support Terms and Conditions <br /> in Exhibit C. <br /> "Hosting Terms" means the Innovative Interfaces Incorporated Hosting Terms and Conditions in Exhibit D. <br /> 2. General. Innovative and Client agree that this License Agreement is a binding agreement between the <br /> parties and is governed by the GTCs, Support Terms and, if the attached Pricing Exhibit indicates that Client has <br /> purchased hosting services, then the Hosting Terms, all of which are made a part hereof. This License Agreement, <br /> the GTCs, Support Terms, Hosting Terms, if applicable, and all other exhibits, schedules and terms and conditions <br /> referenced by or in this License Agreement, the GTCs, Support Terms or Hosting Terms together constitute the <br /> "Agreement." Client acknowledges and agrees that it has had the opportunity to review the Agreement, including <br /> without limitation, the GTCs, Support Terms and Hosting Terms, prior to the execution of this License Agreement. <br /> Unless otherwise specified, capitalized terms in this License Agreement have the same meaning as those in the <br /> GTCs. This Agreement is governed by and interpreted in accordance with the internal substantive laws of the State <br /> of New York, without regard to any other laws that would require the application of the laws of another jurisdiction. <br /> Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. <br /> In consideration of Innovative's continued grant to Client of subscription licenses to the Software as described within <br /> Exhibit A, Client acknowledges, and the parties agree all other existing software subscription agreements and <br /> associated purchase orders between the parties for the software identified in Exhibit A ("Prior Subscription <br /> Agreement(s)"),will be deemed to be immediately terminated by the parties' mutual written agreement and all such <br /> software subscriptions under the Prior Subscription Agreement(s), and as identified in Exhibit A, will be deemed <br /> Software(as defined in the GTCs)licensed and supported under the terms of this License Agreement.To the extent <br /> Client remains in possession of any proprietary Innovative documentation or materials subject to the Prior <br /> Agreements Client agrees that it shall continue to keep such documentation and materials confidential pursuant to <br /> the terms of the Agreement. <br /> EXHIBITS TO LICENSE AGREEMENT <br /> A PRICING EXHIBIT <br />