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Cities Digital - Software & Services Purchase Agreement
0: TAKE INFORMATION FURTHER CITIES DIGITAL Software & Services Purchase Agreement This agreement is made and entered into on, November, 22 2017 by and between: Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 herein referred to as "Seller"; Buyer: City of Yakima Buyer Address 1: 129 N. 2nd Street And Buyer Address 2: City, State, Zip: Yakima, WA 98901 herein referred to as "Buyer." WITNESSETH WHEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt of which is acknowledged, the parties agree as follows: 1. Agreement to Sell and Purchase: Seller hereby agrees to sell to Buyer, and Buyer agrees to purchase from Seller those software products, services, maintenance agreements, and upgrades set forth in Exhibit 2. License Agreement: It is specifically agreed and acknowledged that the software products sold by Seller to Buyer as described in Section 1 hereinabove, are being sold subject to the restrictions, duties and obligations of Seller pursuant to License Agreements referenced in "Exhibit C." Buyer, by its execution of this agreement, agrees to fully abide by the terms and conditions of such License Agreements, and further agrees to fully indemnify, protect, and hold Seller harmless from any claims, suits, actions, liabilities, damages (including all legal costs incurred by Seller) resulting from any violation by Buyer under the terms thereof. 3. Purchase Price and Payment: The purchase price for the software products being purchased by Buyer from Seller are set forth in Exhibit "B" and shall be due and payable from Buyer to Seller as follows: a. Upon delivery of the software, prepaid advanced service packages and hardware, pursuant to Exhibit "B," an invoice shall be sent to Buyer and Buyer shall pay the full invoice amount; b. In consideration of the initial purchase of products and/or services, the Buyer shall pay Seller one hundred percent (100%) of the total software, hardware & support costs, set forth in Exhibit B, upon receiving the software and/or hardware. Initial invoices for software and services are due upon receipt. Future invoices will be paid within thirty (30) days of invoice date. Invoices not paid within thirty (30) days of invoice will be subject to a one and 1/2 percent (1.5%) monthly interest charge (eighteen percent (18%) per year). c. Monthly hosting services, if selected, are billed on a monthly basis and subject to fluctuation based upon Buyer's total storage utilized. Payment shall be due thirty days after receipt of invoice by Buyer. Payment may be remitted in the form of check, ACH or credit card. d. It is acknowledged that certain items set forth in "Exhibit B" if necessary are based on Seller's estimates, including the following: i. Technical services including consulting and training are billed at an hourly rate of $175; weekend/after-hours at a rate of $250.00, development at a rate of $250. Custom service agreements, with Escalated Support options, are to be negotiated, Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CltlesDlgnai.com depending on individual buyer needs; ii. Mileage at the rate of $.585 per mile; iii. Per diem (per person) at a minimum of $225.00 per day including hotel, meals and local transportation, more depending on location. e. It is agreed that the estimates for those items set forth in Exhibit "B" will not be exceeded by Seller without prior written approval by Buyer. In the event that the estimates are exceeded with approval of Buyer, then Buyer shall pay the difference with the payment set forth in subsection (b) hereinabove. f. It is agreed that Seller may need to adjust billable rates periodically, as well as mileage and per -diem charges, as part of this Purchase Agreement. This change will happen not more frequently than once per year. The Buyer will be notified of this change at least 30 days in advance of this change. g. The term of this Agreement shall be for 2 years from the date first written above and shall automatically renew for an additional one year term. Either party may terminate this agreement with or without cause by providing a thirty (30) day notice of the intent to so terminate. If Buyer chooses to terminate the agreement prior to the completion of the initial term without cause the remainder of the monthly payments due for the initial term shall be immediately payable within thirty (30) days of the termination of the Agreement. 4. Maintenance and Upgrade Fees: It is acknowledged that Exhibit "B" includes initial fees for "annual maintenance" and upgrades for the software products and scanner device sold to Buyer as more fully described hereinabove. With respect to such maintenance and upgrade fees, it is agreed as follows: a. The sums payable by Buyer for maintenance and upgrades as described in Exhibit "B" are in addition to being payable as set forth above, payable annually on the anniversary of the purchase date; b. Such sums may be subject to a price increase after payment for the initial year, provided that, the price shall only be increased by Seller in the event that Seller's costs therefore are increased by CompuLink Management Center, Inc. or its successor in interest. c. Buyer shall have no legal obligation to continue paying for the maintenance (software updates) and technical support provided Buyer does not see value in said service. Support Agreement As Detailed in "Exhibit A": Seller provides a technical support hotline during weekday and non -holiday business hours 8:00 AM to 7:00 PM Central Time. The technical support staff processes assistance telephone calls, emails and remote connections as they arrive. The Support Director assesses difficulty of tasks and assigns cases to the tiered support staff. This process is in place to provide support to our customers based on the impact on their on- going operations. Non -emergency calls for support are typically responded to within one hours (or less). Critical calls (delay in work or Toss of data due to system issues) may be responded to immediately. Support calls may be escalated intemally to other technicians as needed. Seller support is provided as a part of the Laserfiche annual support fee. Technical support is considered assistance with software malfunctions (break/fix) or "bugs." Technical Support does not include assisting buyer with how-to questions, configuration of software, creating workflows, consulting, programming or training is not considered technical support. After Hours Support After hours support requires a two-week prior notification, unless case of emergency. Upgrades, development, training & other services conducted after hours will be subject to billable rates and availability. Billable rates for buyers with current Laserfiche Software Assurance Plans are $250/hr before 8:OOam and Cities Digital. Inc. 2000 O'Neil Road Suite 150 Hudson. WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigitat.com after 7:OOpm Central Time and weekends. 5. Limitation: It is specifically acknowledged and agreed that all techniques, procedures and methodologies used and implemented by Seller in the performance of its work under this agreement are not included in the sale, and all intellectual property rights to such techniques, procedures and methodologies shall be retained by Seller, or by such third parties with whom Seller may contract with or have licenses through. 6. Independent Contractor: It is specifically acknowledged that Seller is an independent contractor, and that no agent, employee, or subcontractor of Seller shall be deemed an employee of Buyer, or be entitled to any compensation from Buyer except as specifically set forth in this agreement. 7. Confidentiality: Seller shall keep confidential all non-public aspects of the work performed under this contract, including but not limited to all communications regarding that work and all Buyer data and information to which Seller obtains access in the course of performing services under this agreement. Seller shall limit internal access to information regarding work under this contract to those members of Seller's own staff or subcontractors of Seller who are directly involved in the work or otherwise have a need for access to the information. Unless otherwise required by law, Seller shall not disclose any non-public information to anyone other than the Buyer's project manager and Seller's own staff and subcontractors without the Buyer's prior written consent. Seller shall ensure that all individuals and subcontractors engaged directly or indirectly by Seller to provide services under this agreement are advised of and required to comply with the forgoing confidentiality obligation. 8. Sharing Information: Upon the Buyer's written request and authorization, Seller shall share any project information designated by the Buyer and shall fully cooperate with all corporations, firms, contractors, governmental entities, and persons involved in or associated with the project and designated by the Buyer in the request. Seller shall not communicate with representatives of any of the news media regarding work under this contract; any communications with news media representatives regarding this contract shall be exclusively through the Buyer. 9. Commitment and Completion: It is agreed that Seller shall commence work within 14 days of receipt by Seller from Buyer of a written authorization to proceed and shall be completed pursuant to Exhibit "B." Notwithstanding such schedules, it is acknowledged that delays resulting from any acts or omissions of Buyer, or circumstances beyond the control of Seller, including, but not limited to acts of war or terror, natural disasters, material shortages, and acts of God, shall not be deemed a breach of this agreement. 10. Insurance: a. Seller shall maintain occurrence for commercial general liability and automobile liability insurance which shall include personal injury, bodily injury, including death, and broad form property damage including loss of use of property, occurring in the course of or in any way related to Seller's operations, in an amount not less than $2,000,000 combined single limits per occurrence; b. Seller shall maintain Workers' Compensation and Employer's liability for all consultants' employees who are subject to Worker's Compensation statute either as a carrier -insured employer or as a self-insured employer. c. Seller shall maintain cyber breach, professional errors and omissions liability insurance for the protection of the Seller and its employees and subcontractors, insuring against losses arising out of or Cities Digital, Inc, 2000 O'Neil Road Suite 150 Hudson. WI 54016 P. 651.714.2800 F. 866.592.7343 CttiesDigital.com resulting from breach, their professional acts, omissions, activities or services, in an amount not less than $2,000,000 per claim; d. At the request of Buyer, Seller shall furnish the Buyer with certificates evidencing the date, amount, and type of insurance required by this contract. 11. Warranty and Limitations: Except as otherwise set forth herein, Seller's warranty is specifically limited to successful completion of installation and operation of Laserfiche software program with respect to scanning and capturing documents of Buyer as provided in Exhibit "B", and that, except as may be available through CompuLink Management Center, Inc., Seller gives no other warranties, express or implied. In the event the software is unable to perform as warranted by Seller within 30 days of completion of installation, Buyer shall be entitled to a full refund of the purchase price. It is specifically acknowledged and agreed that Seller's warranty is limited and shall not apply to performance by the Seller under this agreement of specifications other than those specifically warranted above, such exclusions to include, but are not limited to: 1) the integration of the system to be installed by Seller with existing software of Buyer; and 2) the importation of documents into the system, due to the fact Seller currently has insufficient knowledge of the documentation. In addition, said warranties shall not apply: a. To the extent of any problems encountered with the integration of external databases with the software installation; b. To the extent of any problems encountered as a result of the failure of the Buyer to install and configure the hardware necessary to operate the software in accordance with the hardware specifications previously provided by the Seller; or c. To the extent of any problems encountered as a result of the failure of the Buyer's computing equipment, servers, networks or operating systems. 12. Limitation and Damages: BUYER AGREES THAT SELLER'S TOTAL AGGREGATE LIABILITY, IF ANY, SHALL NOT EXCEED FEES PAID TO SELLER BY BUYER FOR THE PRODUCTS AND/OR SERVICES INVOLVED. The Seller will endeavor to provide high quality services and a high quality product. However, the Seller is not, and will not be responsible for any consequential or incidental damages resulting from any interruptions of service, or data loss (including lost transactions). With the exception of Buyer subscribing to Server Hosting, day-to-day data backup is the Buyer's responsibility and Seller is not and cannot be liable for data loss due to poor or nonexistent or insufficient backup or any other issues associated and/or caused by Buyer's day-to-day server data backup. 13. Attorney's Fees: In case suit, action, or arbitration is instituted to enforce or rescind any of the rights or provisions expressed in this agreement, the party not prevailing agrees to pay the prevailing party's costs and disbursements related to said proceedings and such sums as the court or arbitrator, may adjudge reasonable for the attorney's fees at trial or appeal of said suit or action. 14. Governing Law: This agreement shall be governed and construed under the laws of the State of Washington and Yakima County. 15. Severability: If any provision of this agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement. 16. Complete Agreement: This represents the complete and final agreement of the parties regarding the purchase and sale of software products and other services to be rendered by Seller on behalf of Buyer and Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 Cities0igital.com supersedes and replaces any oral or written agreements heretofore made. Any modification to this agreement shall only be valid if in writing and signed by the parties hereto. 17. Paperless Billing: Buy selecting "Accepted" below Buyer signifies preference for paperless billing and will receive a digital copy of invoices emailed to a designated email address for processing. ACCEPTED _ DECLINED _ Email Address: G ` 2J a in Oi d R 1 �; i\9u e yniia bua,9OV 451-51s-- 19x 3 Seller: Cities Digital, Inc. Buyer: City of rn Y I� Name: Patrick Welsch Name: NA `' °° 1' Title: President Title: 6{1- A' g-- Date: 1111:1,1n Date: ✓lll By: By: C.P/Vkl.,1)(1"*"\ cm coNrRACT NO: .70/ RESOLUTION NO: n1/ Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigital.com EXHIBIT A: Software Support Policy, "LSAP" (Laserfiche Software Assurance Plan) or "Annual Maintenance" The initial purchase of a software system also requires purchasing maintenance for each component. Annual Maintenance is a software assurance program initiated by Cities Digital and required by the manufacturer to ensure that buyers are able to receive regular product updates and basic software support through their value-added reseller. Cities Digital has developed this policy with regard to services that are included with the purchase of Annual Maintenance in order to serve all buyers with the utmost accuracy and efficiency. Services included in base LSAP costs: • Cities Digital technical support hotline: 855-714-2800, Support@CitiesDigital.com • Software updates including hotfixes and new releases • GoToAssist remote support (allows support technicians to access buyer's computer remotely) • Customer portal access: Submit & track tickets, view contracts, access videos and documentation • Annual consulting meeting & strategy session • Annual software performance audit Services available on a per unit basis (not included with base LSAP): Onsite installation, training, consulting $175/hour with current LSAP; $250/hour without Server Hosting $300/Month w/ 4 GB memory & 50 GB storage Online Backup $1.50/Gigabyte/Month Custom integrations or programming $250/hour Document conversions Call for estimate Scanning services $.04 - $.10 per page, $1 for plans/maps Renewable Annual Technical Support Fee is based on software components that have been purchased and installed. The support plan is renewable each year. Telephone and Email Support 855-714-2800 support@citiesdigital.com Chat & remote support: citiesdigital.com Hours: 8:OOAM - 7:OOPM Central Response Time and Definition Responses provided within 24 hours of initial report. Most responses and technical troubleshooting will happen within an hour, if not immediately through chat / remote support. Responses consist of diagnosing the problem and if possible resolving it immediately. If it is not possible to resolve immediately a time will be scheduled to attempt resolution of the problem at the buyer's convenience. Options for Coverage During Technical appointments may be scheduled with the Director of Support at Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigital.com Non -Standard Business Hours support@citiesdigital.com. Capability for Remote Diagnostics A web -based tool for remote diagnostics and support called GoToAssist is utilized. More information about the tool can be found at GoToAssist.com. A tool for unattended work is offered called TeamViewer. Buyer written authorization is required before use of the unattended access tool. Maintenance Cost for Fixes and Major Releases Maintenance that is done over the phone or remote access is included in annual maintenance agreement at no additional cost. Software upgrade packages are available to Buyer from an FTP site or at support.laserfiche.com. Major and infrequent upgrades referred to as "platform changes" may be subject to a fee. The fee is set by the manufacturer when the platform is released. Support Escalation Procedures 1. Problem is reported, a support case is opened and documented. The case is resolved over the phone or remotely. 2. If immediate resolution is not possible, problem is reported to second tier support. 3. If there is no existing solution, Cities Digital development will write a script or solution to fix the problem. Cities Digital will then implement the solution remotely or through onsite support if necessary. Cities Digital creates technical support cases on behalf of the Buyer with the manufacturer upon diagnosis of the problem if the problem cannot be immediately resolved by Cities Digital. Tracking Database All support cases are tracked in a ticketing system. The tracking software assigns incident numbers and the buyer may call and request the status on any support case at any time during work hours or by visiting the client portal. Third -Party IT Contractors Buyers that utilize a third -party IT contractor for management of servers and networking should expect their IT contractor to assign remote -access to Cities Digital for installation and configuration. Should unattended access not be permissible third -party IT consultants may need to be present during installation or configuration. Additional configuration pertaining to Buyer's network IP addresses, network security and access may be necessary from time -to -time. Charges from third -party IT consultants may be assigned. Cities Digital is not responsible for such cha rges. It is the policy of Cities Digital to copy Buyer on all communication Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigital.com between third -party IT contractors unless explicitly instructed not to. Cities Digital. Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 Cit esDigital.corn EXHIBIT B: Quotation 0 CITIES DIGITAL `/TAKE INFORMATION PURTHER 2000 O'Neil Rd., Suite 150 Hudson, WI 54016 Prepared For: City of Yakima 129 N. 2nd Street Yakima, WA 98901 Hosting Service Quote Quote Date: 10/31/2017 Quote Number : QUO-06660- B6C9 Revision: 0 Contact: Phone: (855) 714-2800 Fax: 866-592-7343 Sales@CitiesDigital.com www.CitiesDigital.com Product Product ID Quantity Unit Price Ext Amount Monthly Cloud Hosting Service CD9950 24 $700.00 $16,800.00 Monthly Cloud Hosting Service (100GB included at no cost, $1.50 • erGB thereafter Discount for 24 -month contract CD9950G CD0000 0 24 $1.50 $140.00 Subtotal Freight $0.00 $3,360.00 Cities Digital, Inc 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigital.com SERVER HOSTING x2: ACCEPTED ® DECLINED ❑ Server Configuration 1 • Windows 2008 Server (SQL Express Included) • 8 Gigabytes of memory • 50 GB of storage ($1.50/GB thereafter) • 1 public IP address • Daily backup services with restoration up to 90 days • Unlimited Internet bandwidth to/from server Server Configuration 2 • Windows 2008 Server (SQL Express Included) • 4 Gigabytes of memory • 50 GB of storage ($1.50/GB thereafter) 1 public IP address • Daily backup services with restoration up to 90 days • Unlimited internet bandwidth to/from server ONLINE BACKUP: ACCEPTED 0 DECLINED El • Incremental nightly backups of your critical data • 256 bit encryption • Backup network drives, databases, SQL, Exchange, Sharepoint, Lotus and Oracle • Restore files for up to 90 days • Daily backup statistics are emailed nightly • Installation & support • Minimum $25 billing per month Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigital.com 0 CITIES DIGITAL TAKE INFORMATION FURTHER EXHIBIT C: End User License Agreement or "EULA" The licensing agreements listed below pertain to Microsoft and Laserfiche. The Microsoft licensing pertains to use of hosting services from Cities Digital. Should clients not be utilizing hosting services the following eight points should not be considered applicable. MICROSOFT SOFTWARE LICENSING AGREEMENT or "EULA" Buyer agrees to accept the following conditions related to Software Licensing: 1. This Agreement is binding in all applicable jurisdictions. 2. Buyer is prohibited from reverse engineering, decompiling, or disassembling the Products, except to the extent that such activity is expressly permitted by applicable law. 3. Microsoft or its suppliers are hereby indemnified for any damages, whether direct, indirect, or consequential, arising from the Software Services. 4. Seller or a third party on Buyer's behalf (and not Microsoft or its suppliers) will provide technical support for the Cloud Server. 5. The Products are licensed to Buyer from an affiliate of the Microsoft Corporation (collectively "Microsoft"). Microsoft Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you. 6. Buyer agrees to permitting Seller to disclose Buyer's contact information where required to satisfy license registration with software manufacturers such as Laserfiche or Microsoft. 7. The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). 8. Microsoft will be an intended third party beneficiary of this Agreement, with the right to enforce provisions of the End User Agreement and to verify the compliance of the End User. LASERFICHE SOFTWARE LICENSE AGREEMENT or "EULA" This Software License Agreement ("License Agreement") is made between Compulink Management Center, Inc., a California corporation doing business as Laserfiche and whose principal place of business is in Long Beach, California ("Laserfiche"), and the party (referred to as the "Licensee"), who has lawfully acquired the Software. Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 7,+ tlesL)igitai.corr PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY INSTALLING, COPYING OR USING THE SOFTWARE OR THE DOCUMENTATION THAT ACCOMPANIES THIS LICENSE AGREEMENT, YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY OR USE THE SOFTWARE OR THE DOCUMENTATION AND, IF APPLICABLE, RETURN IT TO YOUR SUPPLIER FOR A FULL REFUND. RECITALS A. Laserfiche has developed certain document imaging and management software programs which it markets under the trademark Laserfiche® ("Software"). B. The Software constitutes valuable proprietary products and trade secrets of Laserfiche embodying substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Software. Laserfiche claims copyrights and proprietary trade secrets in the Software. C. Licensee understands that the Software is compatible only with certain types of computers and operating systems and that Licensee is responsible for assuring the compatibility between its computer systems, its software solutions, if any, and the Software. THEREFORE, in consideration of the premises and covenants contained this License Agreement, Laserfiche and Licensee agree as follows: Terms of License Agreement 1. Grant of License. A. Description. Laserfiche grants Licensee a limited, non-exclusive, non -transferable license to use all of the Software described on the purchase order accompanying the Software, subject to the terms and conditions of this License Agreement and the Licensing File which accompanies the Software. The Software includes, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs, and "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (b) "Stand-alone Software" that operates on a single computer; and (c) "Plug-in Software Modules" that can be added to the previously mentioned Software packages. B. Limitations and Requirements. i. The Licensing File accompanying the Software or associated with the Licensing Key accompanying the Software defines the scope and limitations of the Software license for this product. You may only use the License File issued by Laserfiche to fulfill the license Cities Digital. Inc 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDig tal.com purchase described on the purchase order accompanying the Software. ii. Licensee may install one copy of the Server Software on a single physical or a single virtual operating system environment (the instance of the running Server Software shall be referred to as the "Server"), unless the licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the License File (labeled as "instances") to multiple physical or virtual operating system environments so long as those installations have continuous network access to a running instance of the included License Manager program. Licensee may install only one copy of the License Manager program on a single physical or a single virtual operating system environment. iii. The Server Software may only be operated with the database system(s) (Microsoft SQL or Oracle) listed in the Licensing File. If no database system is listed in the License File, then the Server Software may only be operated with Microsoft SQL Express. iv. The Server Software may only host the number of repositories listed in the Licensing File (labeled as "databases"), unless the Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of repositories listed in the Licensing File. v. Named user connections are allocated to specific individuals or devices at the choice of the Licensee. When a named user connection is allocated to a specific individual person's Laserfiche or external directory account, that individual may not share the use of that named user connection by sharing the use of their account with others. When a named user connection is allocated to a device, the connection may only be used from that device and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two types of named user connections — named user connections capable of modifying a repository governed by the Server (referred to as "Named Full User" connections and listed in the License File as "named read-write objects") and named user connections capable of only read-only access (referred to as "Named Retrieval" connections and listed in the License File as "named read-only objects"). Only the maximum number of each type of named user connection listed in the License File may be allocated to individuals or devices. Named user connections may not be routinely reallocated for the purpose of lessening the number of named user connections required. vi. Concurrent user connections are shared among individuals. There are two types of concurrent user connections — concurrent user connections capable of modifying a repository governed by the Server (referred to as "Full User" connections and listed in the License File as "read-write users") and concurrent user connections capable of only read-only access (referred to as "Retrieval" connections and listed in the License File as "read-only users"). Once the maximum number of read-write or read-only concurrent user connections specified in the License File is reached, no additional user connections of that type may be made, until some user connections of that type are closed. Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read-only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concurrent user connections required for individuals to access or otherwise utilize Server services (sometimes called "multiplexing"). vii. Public Portal connections allow read-only access to the Server Software only using a Laserfiche application known as WebLink. If the license file lists a maximum number of Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 C tiesDigital.com Public Portal connections (listed as "read-only public portals"), then once the maximum number of Public Portal connections specified in the License File is reached, no additional Public Portal connections may be made, until some Public Portal connections are closed. If the license file lists a maximum number of CPU sockets that may be utilized to support Public Portal access (listed as "read-only CPU limit"), then Public Portal connections may be made only if the physical or virtual machine on which the Server Software is running has the listed number of CPUs or fewer. If neither a maximum number of Public Portal connections nor a maximum number of CPUs for Public Portal access is listed in the License File, then no Public Portal connections may be made. viii. Licensee may not install a version of the Server Software later that the version listed in the License File. ix. If the License File lists an expiration date, the Server Software may not be run after that date. x. If the License File specifies one or more languages, then the Laserfiche user interface may only be run in those languages. xi. Add-ons and additional features that the Server Software can support may only be used when listed in the License File. xii. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the appropriate license(s) from Laserfiche to do so by updating the License File. xiii. The Software may only be used as intended, according to the capabilities made available through its various user interfaces and according to the documentation accompanying the Software. xiv. Licensee shall be solely responsible for customizing the Software and the data repository to restrict access only to those particular persons and entities to whom Licensee agrees to make its documentation and information available. Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors, in any way related to the unauthorized disclosure of, or access to, information or documentation in the data repository, whether or not due to a defect in the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee's waiver of liability in this section shall be in addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. 2. Ownership of Software. Laserfiche shall retain ownership of, and title to, the Software and Documentation (including all adaptations or copies). Licensee is acquiring the license under the terms described in this License Agreement, and the Licensee acquires no other rights. 3. Protection of Software. During the term of this License Agreement and for seven years following termination of this License Agreement, Licensee shall not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in order to discover the source code and/or the trade secrets contained in the source code; or (b) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, either directly or indirectly, to sell, market or distribute any software product which competes with the Software; or (c) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software Cities Digital, Inc 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigitaLcom product which competes with the Software; or (d) utilize the Software, Documentation, or Laserfiche's trade secrets or confidential information, directly or indirectly, to convert, or to assist, advise or consult with any other person or company to convert, any end user of the Software to a software product which competes with the Software; or (e)seek to discover Laserfiche's trade secrets or confidential information by reverse engineering, decompiling, disassembling, copying or any other technique. Licensee shall not directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Software claimed by Laserfiche. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications, additions, or deletions are strictly prohibited. 4. Other Restrictions on Use. Except as expressly authorized in this License Agreement, Licensee shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, or timeshare with any other person the Software or Documentation or any right granted by this License. All other uses of the Licensed Software, including, without limitation, use in the business of an Application Service Provider (ASP), or transferring, copying or other dissemination of the Licensed Software, are strictly prohibited. 5. Term and Termination. This License Agreement shall commence and terminate as follows: A. The term of this Agreement shall commence upon Licensee's acceptance of this License Agreement and continue until terminated as provided in this License Agreement. Laserfiche may terminate this License Agreement for cause immediately following a breach of this License. Laserfiche may also terminate this License Agreement if (i) Licensee violates, infringes or compromises any trademark, copyright, patent or Trade Secret of Laserfiche, or interferes with any relationship between Laserfiche and any of its other Licensees or End Users of the Software; or (11) Licensee's license to use its Software has been terminated. B. Upon termination of this License Agreement, Licensee shall immediately cease all use of the Software and the Documentation and return to Laserfiche all versions and copies of the Software and the Documentation. Licensee shall remove and uninstall all such programs and materials from all hard drives and other devices on which the Software or the Documentation may be found. C. The termination of this License Agreement shall not terminate Licensee's obligations under this License Agreement, nor shall it release Licensee from the obligation to pay any monies that it may owe Laserfiche or operate to discharge any liability that Licensee incurs before termination. 6. LIMITED WARRANTY; DISCLAIMER. THE MEDIA (NOT SOFTWARE) IS WARRANTED TO THE ORIGINAL LICENSEE AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF THREE (3) MONTHS FROM THE DATE OF ORIGINAL ACQUISITION. DEFECTIVE MEDIA WILL BE REPLACED WHEN IT IS RETURNED POSTAGE PREPAID WITH A COPY OF THE RECEIPT TO LASERFICHE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LASERFICHE LICENSES THE SOFTWARE TO LICENSEE "AS IS" AND WITH ALL FAULTS. LASERFICHE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigitaL.com LASERFICHE DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY THE REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. 7. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR ITS AFFILIATES, RESELLERS, AGENTS, EMPLOYEES, CONSULTANTS, OR SUPPLIERS (COLLECTIVELY, "REPRESENTATIVES") BE LIABLE TO LICENSEE OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COSTS OF RECREATING LOST DATA, OR THE COST OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY LICENSEE OR CLAIMS BY ANY PARTY OTHER THAN LICENSEE, OR ANY OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR CLAIMS. NO SUIT, CLAIM OR CAUSE OF ACTION MAY BE BROUGHT AGAINST LASERFICHE OR ITS REPRESENTATIVES UNDER THIS LICENSE AGREEMENT MORE THAN ONE YEAR AFTER LICENSEE FIRST DISCOVERED OR SHOULD HAVE DISCOVERED ANY OF THE MATERIAL FACTS WHICH GAVE RISE TO THE SUIT, CLAIM OR CAUSE OF ACTION. 8. LIMITATION ON DAMAGES. ANY AND ALL DAMAGES SUFFERED BY LICENSEE FOR WHICH LASERFICHE IS LIABLE, WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, OR CLAIM OF NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE ACTUAL AMOUNT LICENSEE PAID FOR THE DEFECTIVE SOFTWARE WITHIN THE 12 -MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT LICENSEE FILES SUIT OR OTHERWISE NOTIFIES LASERFICHE OF A CLAIM AGAINST LASERFICHE, WHICHEVER OCCURS FIRST. 9. Copyright. The Software and the Documentation are owned by Laserfiche and are protected by United States copyright laws and international treaty provisions. Licensee must treat the Software and Documentation like any other copyrighted material except Licensee may install the Software and the Documentation as expressly authorized by this License Agreement and may retain the original solely for backup or archival purposes. Licensee may not copy the Documentation. 10. No Waiver. No failure to exercise or delay in exercising any right, power, or privilege under this License Agreement on the part of either party shall operate as a waiver of any right, power, or privilege under this License Agreement. No single or partial exercise of any right, power, or privilege under this License Agreement shall preclude further exercise thereof. 11. Severability. If any part of this License Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severed from this License Agreement and shall be deemed to have never been a part of this License Agreement and shall not affect the validity of the remainder of this License Agreement. 12. Governing Law. This License Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of California, as if all parties were resident in California and the License Agreement were to be wholly performed within the State of California. Cities Digital, Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigital.com 13. Jurisdiction and Venue. Each party consents to the jurisdiction of the California Superior Court and United States District Court for the Central District of California. All judicial actions and proceedings shall be conducted only in, and each party consents to exclusive venue in, Los Angeles County, California. This paragraph shall not apply to the federal government or to any state, county or municipal government or any department or agency of any such governmental body. 14. Entire Agreement. This License Agreement, including the Licensing File, the Readme file, and the documentation which accompanies the Software and the installation, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous written and oral agreements, representations, warranties, statements and other communications relating to the subject matter of this License Agreement. No course of performance, course of dealing, or usage of trade shall override the written terms of this License Agreement. 15. Limitation on Actions. No action or proceeding based on this License Agreement or arising out of its performance or breach shall be instituted by Licensee more than one year after Licensee first discovers, or should have discovered, any of the material facts upon which the cause of action is based. Licensee waives the benefit of any statute of limitations which specifies a period longer than one year for filing an action. 16. U.S. Government Restricted Rights Notice. All software products provided to the United States Government pursuant to solicitations issued prior to December 1, 1995, are subject to restrictions as set forth in FAR, 48 CFR 52.227-14 (June 1987) or FAR, 48 CFR 252.227-7013 (October 1988), as applicable. All software products provided to the United States Government pursuant to solicitations issued on or after December 1, 1995 are provided with the commercial rights and restrictions described in this License Agreement. The Contractor/ Manufacturer is Laserfiche, a division of Compulink Management Center, Inc., 3545 Long Beach Blvd., Long Beach, California 90807. 17. Export Restrictions. The Software is subject to United States export jurisdiction. Licensee shall comply with all applicable federal and international laws and regulations, including U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by the United States and other governments. 18. Captions. The captions used on this License Agreement are for convenience only and shall not be a part of this License Agreement. Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write: Laserfiche, 3545 Long Beach Blvd., Long Beach, CA 90807, U.S.A. © Compulink Management Center, Inc. 2009 Cities Digital. Inc. 2000 O'Neil Road Suite 150 Hudson, WI 54016 P. 651.714.2800 F. 866.592.7343 CitiesDigitat.com