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<br /> 3 Cartegraph_MPA 04-2013 <br />A. Ownership of the Software, any portions thereof and any modifications, trans lations, or derivatives thereof, even if <br />unauthorized, remains with Cartegraph or Third Party Licensors, as do all applicable rights in patents, copyrights and <br />trade secrets and any other proprietary rights in the Software. Software provided hereunder is valuable, proprietary <br />and unique, and Customer agrees to be bound by and observe the proprietary nature thereof as provided herein. <br />B. Customer acknowledges that unauthorized reproduction, use, or disclosure of the Software or any part thereof may <br />cause irreparable injury to Cartegraph or Third Party Licensors, who may therefore be entitled to injunctive relief to <br />enforce these license restrictions, in addition to any other remedies available at law, in equity, or under this <br />Agreement. <br />C. Customer agrees that Cartegraph or Third Party Licensors may audit Customer’s Software usage remotely or on-site <br />during Support, Services or Hosting or upon reasonable notice and during standard business hours. Prevention of <br />audit by Customer may be grounds for termination of thi s Agreement. <br />D. Cartegraph agrees that ownership of data in Data Files remains with Customer. However, Customer agrees that <br />Cartegraph may access Data Files and grants Cartegraph a license to use the data for 1) internal business purposes <br />to evaluate the use and operation of the Software, Support, Services or Hosting; and 2) marketing purposes provided <br />that any information shared with third parties is anonymized and/or aggregated so that Customer cannot be identified <br />from the information. <br />3. License Fees, Support Charges, Services and Hosting Charges. <br />A. Customer agrees to pay the license fees for the Software, Support charges, Services charges and Hosting charges <br />as set forth in the Purchase Agreement for each Product. <br />B. Cartegraph agrees that the total amount listed in the Purchase Agreement shall be considered the not-to-exceed <br />price for the Software, Support, Services and Hosting included in that Purchase Agreement. Hosting includes 20G of <br />available file storage. If additional storage is required, the Customer can purchase in 10G increments <br />C. Customer agrees that all payments are due 30 days from date of invoice and Customer shall be in default if amounts <br />due have not been received in that time period. Customer’s default will constitute sufficient cause for Carteg raph to <br />suspend or terminate the Software license, Support, Services and Hosting under this Agreement. <br />D. Customer shall be invoiced for Software, Support, Hosting and hardware upon delivery. Customer shall be invoiced for <br />Services as set forth in the Purchase Agreement. <br />E. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Support, Services or <br />Hosting. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based <br />on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement and include the number <br />of trips to customer site. Cartegraph shall not exceed the estimated expenses without written approval from <br />Customer. <br />4. Delivery and Installation. <br />A. On-Site Installation <br />1. This subsection “A” regarding On-Site Installation shall apply if Customer elects, as indicated in the Purchase <br />Agreement, to have Software and Products installed on Customer’s Servers and Client computers at Customer’s <br />facilities (“On-Site”) instead of utilizing Cartegraph Hosting Services. <br />a. Execution of a Purchase Agreement by Customer shall be considered as Customer’s notification to <br />Cartegraph to proceed with delivery of the Products identified in the Purchase Agreement. <br />b. Delivery of Software and Support shall take place reasonably quickly after execution of the Purchase <br />Agreement. Cartegraph shall provide access to the Software to Customer in a downloadable form. <br />Notification by Cartegraph that Software is available for download shall c onstitute delivery of Software and <br />Support, regardless of when Customer downloads the Software. <br />c. Customer shall be responsible for installation of the Client Software on Customer’s Clients, unless agreed <br />otherwise. <br />d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with <br />Customer. Customer shall remain responsible for Service charges even if Services are not delivered. <br />e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase <br />Agreement. Delivery of hardware will be scheduled in cooperation with Customer. <br />B. Hosting <br />1. This subsection “B” regarding Hosting shall apply if Customer elects, as indicated in the Purchase Agreement, to <br />utilize the Hosting services offered by Cartegraph instead of having the Software installed On-Site, as described <br />in the previous subsection.