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Agmt18 Hyland Software
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Agmt18 Hyland Software
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Last modified
10/31/2025 12:47:52 PM
Creation date
1/25/2018 3:23:26 PM
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Template:
Agreement
Contractor Name
Hyland Software
PROJECT NAME
OnBase ACMS
RMP File Number
304
Date
1/24/2018
MO Ref
18-015
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purchased a license therefore, and the number of users of the Software shall not exceed the number of users permitted by the <br />Software Client licenses purchased by Customer. <br />1.4 Production and Test Svstems. Customer shall be entitled to use one (1) production copy of the Software and each <br />Work Product licensed and one (1) additional copy of the production environment licensed Software and Work Products for <br />customary remote disaster recovery purposes which may not be used as a production system concurrently with the operation of <br />any other copy of the Software and Work Products in a production environment. Customer shall also be entitled to license at no <br />cost an additional copy of the production environment licensed Software and Work Products to be used exclusively in a non- <br />production environment on Customer's own computer network and solely for the purposes of experimenting and testing the <br />Software and Work Products, developing integrations between the Software and other applications that integrate to the Software <br />or Work Products solely using integration modules of the Software licensed by Customer under this Agreement, and training <br />Customer's employees on the Software and Work Products (`"fest Systems"). Hyland reserves the right to further define the <br />permitted use(s) and/or restrict the use(s) of the Test Systems. Customer's sole recourse in the event of any dissatisfaction with <br />any Software or Work Products in any non -production system is to stop using such Software or Work Products and return it to <br />Hyland, provided that, in the event Customer is currently purchasing Maintenance and Support from Hyland, to the extent that <br />Customer is using the Test System for the purposes of testing an Upgrade or Enhancement of the Software prior to implementing <br />the same in Customer's production environment, then Customer rosy contact Hyland for the provision of Maintenance and <br />Support as described in Section 1.6 of the Maintenance Schedule. Customer shall not make any copies of the Software or Work <br />Products not specifically authorized by this Section 1.4. <br />1.5 Evaluation Software. From time to time Customer may elect to evaluate certain Software modules ("Evaluation <br />Software") for the purpose of determining whether or not to purchase a production license of such Evaluation Software. <br />Evaluation Software is licensed for Customer's use in Customer's Test Systems. Notwithstanding anything to the contrary, as to <br />any Evaluation Software, the Agreement and the limited license granted hereby will terminate on the earliest of: (a) last day of <br />the evaluation period specified in the accepted purchase order delivered for such Evaluation Software; or (b) immediately upon <br />the delivery of written notice to such effect by Hyland to Customer. Upon expiration or other termination of such period, <br />Customer immediately shall either (y) discontinue any and all of use of the Evaluation Software and related Documentation and <br />remove the Evaluation Software; or (z) deliver a purchase order for purchase of such Evaluation Software, <br />1.6 Third Partv Licenses. The Software may be bundled with software owned by third parties, including but not limited to <br />those manufacturers listed in the Help About screen of the Software. Such third party software is licensed solely for use within <br />the Software and is not to be used on a stand-alone basis. Notwithstanding the above, Customer acknowledges that, depending <br />on the modules licensed, the Software may include open source software governed by an open source license, in which case the <br />open source license (a copy of which is either provided in the Software or available upon written request) may grant you <br />additional rights to such open source software. Additionally, in the case of such software to be downloaded and installed on a <br />mobile device, if such software will be downloaded from the application market or store maintained by the manufacturer of the <br />mobile device, then use of such software will be governed by the license terms for the software included at the applicable <br />application store or market or presented to Customer or Customer's user in the software, and this Agreement will not govern such <br />use. <br />1.7 Intemition Code. If applicable, Software also includes all adapters created by Hyland and provided to you by Hyland <br />as part of an integration between the Software and a third party line of business application ("Integration Code'). Such <br />Integration Code may only be used in combination with the Software and in accordance with the terms ofthis Agreement. <br />1.8 Contractor Use Aucement. Customer agrees that if it desires to allow a Contractor to do any of the following: <br />(a) make use of the Software configuration tools, Software administrative tools or any of the Software's <br />application programming interfaces ("APIs"); <br />(b) make use of any training materials created by Hyland or attend any training courses created or taught by <br />Hyland, either online or in person, in either case related to the Software; or <br />(c) access any of Hyland's secure websites (including, but not limited to, users.onbase.com, teamonbase.com, <br />training.onbase.com, demo.onbase.com, and Hyland.com/Community), either through Contractor's use of Customer's own log -in <br />credentials or through credentials received directly or indirectly by Contractor; <br />then, Customer must cause such Contractor to execute a use agreement in a form available for download at Hyland's Community <br />website ("Contractor Use Agreemenf�. Customer understands and agrees that: (x) Customer may not allow a Contractor to do <br />any of the foregoing if such Contractor has not signed a Contractor Use Agreement, and (y) Contractors may use the Software <br />only in compliance with the terms of this Agreemenk and (z) Customer is responsible for such compliance by all Contractors that <br />do not execute a Contractor Use Agreement. Customer agrees that it shall indemnify Hyland from and against all claims, <br />liabilities, losses, damages and costs, including, but not limited to, reasonable attorneys' fees and court costs, which are suffered <br />REV: 01-09-18 JS <br />Page 12 of 51 <br />ATTY/AGR.2018.001/Hyland Onbase ACMS <br />
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