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6.1.1. - Page 11
<br />visit if applicable, provided that such costs and expenses are reimbursable in accordance with Hyland's expense reimbursement
<br />policies.
<br />(b) Press Release. Either party may, with prior approval of the other party, , prepare and issue a press release
<br />referring to the other party and relating to the signing of this Agreement, the scope of the relationship and the Software solution
<br />established under this Agreement.
<br />(c) Case Studies. Hyland may, with the prior approval of Customer, prepare, publish and distribute, for its sales,
<br />marketing and advertising purposes, one or more case studies describing any or all of the applications for which the Software will
<br />be used by Customer (e.g., Accounts Payable),
<br />(d) Limitations. Except as specifically set forth in paragraphs (a) through (c) above, or as necessary to perform
<br />its obligations under this Agreement, or as required by law, neither party shall, without the prior written consent of the other
<br />party, use the names, services marks or trademarks of such other party nor the name of any employee of such other party in any
<br />advertising or publicity release or promotional literature.
<br />8.14 Expenses Except as otherwise specifically provided herein, each party shall bear and pay its own expenses incurred in
<br />connection with this Agreement and the hwisactions contemplated hereby.
<br />8,15 Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any
<br />person or entity, other than the parties hereto, any rights or remedies by reason of this Agreement; provided, however, that third
<br />party suppliers of software products bundled with the Software are third party beneficiaries to this Agreement as it applies to their
<br />respective software products.
<br />DEFINED PERMS.
<br />"Customer" means City of Redwood City,
<br />"Delivery" means:
<br />(a) in the case of Software: (1) for any Software module included in the initial Software referenced in the initial
<br />Purchase Table Schedule, by the electronic downloading of such Software onto Customer's systems, or such Software being
<br />made available by Hyland to Customer for electronic download onto Customer's systems from a location identified by Hyland to
<br />Customer, or (2) in the case of any later licensed Software module, by the Delivery (in accordance with subparagraph (b) below)
<br />by Hyland to Customer of a Production Certificate which includes such Software module; and
<br />(b) in the case of Production Certificate, by Hyland either shipping (physically or electronically) the Production
<br />Certificate to Customer or making the Production Certificate available for electronic download by Customer from a location
<br />identified by Hyland to Customer (including through one of Hyland's authorized solution providers).
<br />"Documentation" means: (a) in the case of the Software: (1) to the extent available, the "Help Files" included in the Software, or
<br />(2) if no such "Help Files" are included in the Software, such other documentation published by Hyland, in each case, which
<br />relate to the functional, operational or performance characteristics of the Software; or (b) in the case of any Work Product, the
<br />Specifications (if any) for the Work Product.
<br />"Effective Date" means (i) as used in these General Terms and any Schedule included in this Agreement upon such Effective
<br />Date, the date this Agreement is signed by the last party that signs this Agreement, as determined based upon the dates set forth
<br />after their respective signatures, and (ii) as used in any Schedule that is added to this Agreement after the Effective Date as
<br />described in (i) of this definition, the date that the amendment adding such Schedule is signed by the last party that signs such
<br />amendment, as determined based upon the dates set forth after their respective signatures,
<br />"Error" means any defect or condition inherent in the Software which is reported by Customer in accordance with this Agreement
<br />and which is confirmed by Hyland, that causes the Software to fail to function in any material respect as described in the
<br />Documentation,
<br />"Error Correction Services" means Hyland's commercially reasonable efforts to correct an Error, which may be effected by a
<br />commercially reasonable workaround.
<br />"Hyland" means Hyland Software, Inc., and its affiliates.
<br />"Initial Maintenance Period" means the twelve (12) mouth period of Maintenance and Support that begins June 1, 2018.
<br />REV: 01-09-1815
<br />Page 8 of 51
<br />ATIY/AGR.2018.001/Hyland Onbase ACMS
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