2022-303-E-IT Dept-HLP-Software maintenance for Chameleon

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CHAMELEON / CMS SOFTWARE LICENSE AGREEMENT This is a legal and binding agreement between the Purchaser and HLP, INC . ("HLP"). The request of the Purchaser for the Chameleon / CMS Software Package ("CMS") and License, and the acceptance of payment for such by HLP, is an acceptance of these terms and conditions. I.GRANT OF LICENSE and USE : HLP shall grant Purchaser this License for use of CMS at the time of payment. HLP grants no software licenses whatsoever, either explicitly or implicitly, except by full payment for the CMS Software. This license entitles the Purchaser the right to install CMS on a single Server unit to be used by any number of Client Workstations. Additional Servers require additional Licenses, except as stated under Terms and Restrictions. This License Agreement is with the designated Purchaser only. This Purchaser may not rent, lease, give, sell or in any way transmit any part of the CMS Software Package to an unauthorized, unlicensed entity. This is a non-exclusive, non-transferable license to the use of CMS. II.PAYMENT : * Payment for CMS is defined as two parts: 1) Cost of initial License and 2) Support and Maintenance. * The “Cost of initial License” is currently fixed at a published price and is a one time fee. * The “Support and Maintenance” cost is figured by the size of the Purchaser’s network, and this fee is billed monthly, quarterly, or annually. The formula is a fixed amount for the Server plus a fixed amount for each client workstation that uses CMS for daily o perations. The amount changes as the numbers of workstations change unless the Purchaser is paying for “unlimited” users. Annual increases in this fixed, published amount are limited to the “cost of living index”. * All of the above payment conditions must be met within 30 days of Invoice date in order for the Purchaser to hold a current, valid CMS License. III.OWNERSHIP : * Title to CMS shall remain with HLP. The CMS product name, software, documentation, and other material parts of the CMS package are owned by HLP and may not be reproduced in any form, except as stated under Terms and Restrictions. CMS Software contains the proprietary technology of HLP, INC. * All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are considered part of this title and subject to the conditions of this License. * Purchaser hereby acknowledges HLP's copyright of CMS regardless of whether the copyright notice appears on CMS or whether it has been filed with the United State s Copyright Office. IV.TERMS and RESTRICTIONS : * The Purchaser shall receive an executable copy of CMS Software. The Purchaser may load, copy, or transmit CMS, in whole or in part, only as is necessary for execution, backup, and hot standby. * Purchaser may modify or merge CMS solely for execution by itself. Any part of this Software included in such adaptations will continue to be subject to this License. * HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula unde r “Payment”. This bill is due and payable within thirty days of receipt. * HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is not remedied 30 days after notification in writing. The Purchaser shall th en cease use of CMS. * Purchaser agrees not to reverse engineer, decompile, or disassemble CMS. V.MAINTENANCE : HLP agrees to provide the following maintenance services: * NEW VERSIONS: New Versions are major changes to the look or feel of CMS. All ne w versions are included and guaranteed to all Purchasers. * UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be incorporated into periodic upgrades. These upgrades are included and guaranteed to all Purchaser s. * DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in CMS. * CORRECTIONS: Corrections in CMS code will be available to all Purchasers through the technical support office. Corrections will be made as soon as possible after reported and prioritized as to urgency to CMS operations. Attachment ADocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89