06-24-2019 Council Packet - Laserfiche WebLink

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Caselle Software Distribution Agreement Caselle 1570 North Main P.O. Box 100 Spanish Fork, Utah 84660 ("Caselle") CASELLE, INC. SOFTWARE LICENSE AGREEMENT CASELLE AGREES TO PROVIDE THE SOFTWARE TO YOU, SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. Grant of License Caselle agrees to grant, and You agree to accept a limited, non-exclusive license ("License") to use the computer programs, with the accompanying manuals, video tapes, literature and other materials ("Software") as detailed under Items, in perpetuity subject to the terms and conditions of this Software license Agreement and subject to termination as provided herein. Title and Confidentiality Title and full ownership rights to the Software licensed under this agreement, including, without limitation, all intellectual property rights therein and thereto, and any copies You make, remain with Caselle. It is agreed the Software is the proprietary, confidential, trade secret property of Caselle, whether or not any portions thereof are or may be copyrighted and You shall take all reasonable steps necessary to protect the confidential nature of the Software as You would take to protect Your own confidential and trade secret information. You further agree that You shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to employees, agents, or contractors working for You to whom such disclosure is necessary to the use for which rights are granted hereunder. You shall appropriately notify all employees, agents, and contractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. Upon Caselle's request, such employees, agents, and contractors shall enter into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terms shall be enforceable by injunctive relief at the request of Caselle. If Caselle makes such a request, it shall provide You with the appropriate confidentiality agreements. The obligations imposed by this section upon You, Your employees, agents, and contractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if you are required to disclose or make the Software available to a third party or to a court if the Software is required to be disclosed pursuant to a state's "open records" law, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced. License You may: a) Use the Software on a single CPU or network ("System") for the appropriate number of users. The Software may be moved to and used on another System, but shall under no circumstances be used on more than one System at a time. b) Make System readable copies of the diskettes provided with the Software as required for backup protection. Such copies may only be used in support of Your use of the Software on the System and may not be used for any other purpose. Each of these copies must have a label placed on the media indicating the Software is a proprietary product of Caselle. You may not: a) Rent, lease, sublicense, assign or otherwise transfer this Software, in whole or in part, except as expressly permitted by this Agreement. b) Inspect, disassemble, decompile, reverse engineer or in any way attempt to determine the internal methods of the Software. c) Modify the Software or merge it into any other product without the express written consent of Caselle. d) Reproduce, transmit or distribute the Software, or any part of it, in any form or by any means except as expressly permitted in this Agreement. e) Permanently transfer or assign the Software and the rights under this License to another party without the express written consent of Caselle. f) Use the Software to provide accounting services to multiple government agencies other than Your own. Any attempt to do any of the above (a to e) shall void and terminate this Agreement. Term This Software License Agreement is and shall be effective from the date of full execution and shall remain in force until terminated. You may terminate this Agreement at any time by notifying Caselle in writing and returning all copies and modifications of the Software within 30 days of such notification. Your License terminates automatically if you materially fail to comply with any terms or conditions of this Agreement and You must return all copies and modifications of the Software to Caselle or its agent within 30 days of receipt of written notification of such termination. For each day You retain the Software without a valid license You agree to pay Caselle $100.