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Chameleon / Public Access Software License Agreement
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<br />This is a legal and binding agreement between the Purchaser and HLP, INC.("HLP"). The request of the
<br />Purchaser for the Chameleon / PUBLIC ACCESS Software Package ("PUBLIC ACCESS") and License, and the
<br />acceptance of payment for such by HLP, is an acceptance of these terms and conditions. The PUBLIC
<br />ACCESS package is composed of ChamCam, Knowledge Rocket, PostMaster, MailBox, Image Engine,
<br />WebChameleon, PaWWW, PetLink, the integrated hardware, and their media products.
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<br />I. GRANT OF LICENSE and USE :
<br />HLP shall grant Purchaser this License for use of PUBLIC ACCESS at the time of payment. HLP grants no
<br />software licenses whatsoever, either explicitly or implicitly, except by full payment for the PUBLIC ACCES S
<br />Software. This license entitles the Purchaser the right to install PUBLIC ACCESS on a single Server unit to be
<br />used by any number of Client Workstations. Additional Clients require additional Licenses, except as stated
<br />under Terms and Restrictions. This License Agreement is with the designated Purchaser only. This Purchaser
<br />may not rent, lease, give, sell or in any way transmit any part of the PUBLIC ACCESS Software Package, or
<br />media products of this software, to an unauthorized, unlicensed entity. T his is a limited, non-exclusive, non-
<br />transferable license to the use of PUBLIC ACCESS.
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<br />II. PAYMENT :
<br />* Payment for PUBLIC ACCESS is defined as two parts:
<br />1) Cost of initial License and 2) Support and Maintenance.
<br />* The “Cost of initial License” is currently fixed at a published price and is a one time fee.
<br />* The “Support and Maintenance” cost is figured by the size of the Purchaser’s network, and this fee is billed
<br />monthly, quarterly, or annually. Each client workstation that uses PUBLIC ACCESS for dail y operations pays
<br />the fixed fee. The total amount changes as the numbers of workstations change unless the Purchaser is paying
<br />for “unlimited” users. Annual increases in this fixed, published amount are limited to the “cost of living index”.
<br />* All of the above payment conditions must be met witin 30 days of Invoice date in order for the Purchaser to
<br />hold a current, valid PUBLIC ACCESS License.
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<br />III. OWNERSHIP :
<br />* Title to PUBLIC ACCESS, and the media products from it, shall remain with HLP. The PUBLIC AC CESS
<br />product name, software, documentation, media products, and other material parts of the PUBLIC ACCESS
<br />package are owned by HLP and may not be reproduced in any form, except as stated under Terms and
<br />Restrictions. PUBLIC ACCESS Software, and its media products, contains the proprietary technology of HLP,
<br />INC.
<br />* All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are
<br />considered part of this title and subject to the conditions of this License.
<br />* Purchaser hereby acknowledges HLP's copyright of PUBLIC ACCESS regardless of whether the copyright
<br />notice appears on PUBLIC ACCESS or whether it has been filed with the United States Copyright Office.
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<br />IV. TERMS and RESTRICTIONS :
<br />* The Purchaser shall receive a executable copy of PUBLIC ACCESS Software and integrated hardware. The
<br />Purchaser may load, copy, or transmit PUBLIC ACCESS, or its media products, in whole or in part, only as is
<br />necessary for execution, backup, and hot standby.
<br />* Purchaser may modify or merge PUBLIC ACCESS solely for execution by itself. Any part of this Software
<br />included in such adaptations will continue to be subject to this License.
<br />* Purchaser agrees to maintain necessary internet links to allow for a consolidated search of shelter dat a.
<br />* HLP agrees to maintain a neutral, commercial free internet site for the sole purpose of achieving a
<br />consolidated search. All ‘hits’ are immediately linked to the local Shelter home page.
<br />* Images and data extracts created by PUBLIC ACCESS are intende d for use by the Purchaser only. Transfer
<br />or sale of PUBLIC ACCESS images by the PURCHASER to other non-licenses entities for commercial
<br />purposes is forbidden.
<br />* HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula under “Payment”.
<br />This bill is due and payable within thirty days of receipt.
<br />* HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is
<br />not remedied 30 days after notification in writing. The Purchaser shall then cease use of PUBLIC ACCESS.
<br />* Purchaser agrees not to reverse engineer, decompile, or disassemble PUBLIC ACCESS.
<br />* Purchaser agrees to protect HLP proprietary information. Information, including, but not limited to, all
<br />database schema, procedures, techniques, sounds, and images, may only be used by authorized, licensed
<br />entity.
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<br />DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89
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