Agmt18 Hyland Software - Laserfiche WebLink

Browse Search

SOFTWARE LICEI�IS``, SCHFD[R 1E -PERPETUAL (Perpetua License or otiiware) This Software License Schedule — Perpetual is part of the Hyland Software Master Software License, Support and Services Agreement entered into between Customer and Hyland. All capitalized terms not defined in this Schedule shall have the meaning ascribed them in the General Tenns. 1. SOFTWARE AND WORK PRODUCTS LICENSE. 1.1 License Grant. Subject to Customer's payment in full of the Software license fees and subject further to Customer's compliance with this Agreement, Hyland grants to Customer a world-wide, perpetual (except as otherwise provided in this Agreement), non-exclusive, non -assignable, limited license to the Software, in machine-readable object code form only, and the associated Documentation; and (b) Work Products and associated Documentation; in each case solely for use: (1) by Customer internally, and only for storing, processing and accessing Customer's own data; and (2) subject to Section 1.8 below, by a third party contractor retained by Customer as a provider of services to Customer ("ContmctoT'), but only by the Contractor for capturing, storing, processing and accessing Customer's own data in fulfillment of the Contractor's contractual obligations as a service provider to Customer. The Software, Work Products and associated Documentation are licensed for use by a single organization and may not be used for processing of third -party data as a service bureau, application service provider or otherwise. Customer shall not make any use of the Software, Work Products or Documentation in any manner not expressly permitted by this Agreement. 1.2 Modification of Work Products. 1.2.1 Form of Delivered Work Products. The form in which Hyland delivers Work Products will be determined by Hyland depending on the purpose and functionality of the Work Product. 1.2.2 Configuration Work Products. If Hyland delivers a Work Product: (a) in the form of (1) source code which is compiled by tools in the Software to machine language form; or (2) a script; or (b) created using the configuration tools in the Software (a "Configuration Work Product"), then Hyland grants to Customer the limited right to modify the Configuration Work Product, provided such altered or modified Configuration Work Product is used only in compliance with the terms of the limited license to such Work Product granted under Section 1.1 above. 1.2.3 Independent Work Products. If Hyland delivers a Work Product which is not a Configuration Work Product (an "Independent Work Product"), then, except as otherwise provided in the last sentence of this paragraph, Customer may not modify such Independent Work Product. If Hyland delivers an Independent Work Product, and Customer desires to obtain the right to modify the Independent Work Product, then the parties may mutually agree that Hyland shall deliver to Customer a copy of the format of the source Independent Work Product that is necessary to enable the Customer to complete its modifications, subject to and upon the payment by Customer to Hyland of any additional Professional Services fees as Hyland may charge to prepare and deliver such format. In such case, Hyland grants to Customer the right to modify and, if necessary, compile the delivered format of the Independent Work Product, provided the modified Independent Work Product is used only in compliance with the terms of the limited ficense to such Work Product granted under Section 1.1 above. 1.3 Use Restriction. Each module of the Software and each Work Product is licensed for a specific type of use, such as concurrently or on a specified workstation or by a specified individual and the Software may control such use. Software products that are volume -based may: (i) no longer function if applicable volume limits have been exceeded; or (ii) include functionality which monitors or tracks Customer usage and reports that usage. Upon reasonable notice to Customer, Hyland shall be permitted access to Customer's Software system to measure Customer's volume usage of such Software. Customer acknowledges and agrees that additional fees may apply based on Customer's volume usage. Customer may not circumvent or attempt to circumvent this restriction by any means, including but not limited to changing the computer calendars. Use of software or hardware that reduces the number of users directly accessing or utilizing the Software (sometimes called "multiplexing" or "pooling" software or hardware) does not reduce the number of Software licenses required. The required number of Software licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware. Customer is prohibited from using any software other than the Software Client modules or a Software application programming interface (API) to access the Software or any data stored in the Software database for any purpose other than generating reports or statistics regarding system utilization, unless Hyland has given its prior written consent to Customer's use of such other software and Customer has paid to Hyland the Software license fees with respect to such access to the Software or data stored in the Software database in accordance with Hyland's licensing policies applicable to the Software modules that provide access to the Software application modules and data stored in the Software database. Customer further agrees that, in connection with any use of the Software and Work Products, the Software and Work Products shall not be copied and installed on additional servers unless Customer has REV: 01-09-1815 Page 11 of 51 ATTY/AGR.2018.001/Hyland Onbase ACMS