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Agmt17 Vigilant Solutions LLC
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Agmt17 Vigilant Solutions LLC
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Last modified
3/7/2018 9:09:37 AM
Creation date
3/7/2018 9:07:58 AM
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Template:
Agreement
Contractor Name
Vigilant Solutions LLC
PROJECT NAME
Enterprise Service Agreement - video analysis software technologies
RMP File Number
304
Date
10/5/2017
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"User License" means a non-exclusive, non -transferable license to install and operate the Software Products, on any <br />applicable media, limited to a single licensee. <br />"Service Package" means the Affiliate designated service option(s) which defines the extent of use of the Software <br />Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement. <br />"Service Fee" means the amount due from Affiliate prior to the renewal of this Agreement as consideration for the <br />continued use of the Software Products and Service Package benefits according to Section VIII of this Agreement. <br />"Service Period" has the meaning set forth in Section III (A) of this Agreement. <br />'Technical Support Agents" means Affiliate's staff person specified in the Contact Information Worksheet of this <br />Agreement responsible for administering the Software Products and acting as Affiliate's Software Products support <br />contact. <br />"LEA LPR Data" refers to LPR data collected by LEAs and available on LEARN for use by other LEAs. LEA LPR Data Is <br />freely available to LEAs at no cost and is governed bythe contributing LEA's retention policy. <br />"Private LPR Data" refers to LPR data collected by private commercial sources and available on LEARN with a paid <br />subscription. <br />11. Enterprise License Grant, Duplication and Distribution <br />Rights: <br />Subject to the terms and conditions of this Agreement, Vigilant hereby grants Affiliate an Enterprise License to the <br />Software Products fortheTerm provided inSection III below. Except as expressly permitted by this Agreement, Affiliate <br />or any third party acting on behalf of Affiliate shall not copy, modify, distribute, loan, lease, resell, sublicense or <br />otherwise transfer any right in the Software Products. Except as expressly permitted by this Agreement, no other rights <br />are granted by implication, estoppels orotherwise. Afflllate shall not eliminate, bypass, or in anyway alter the copyright <br />screen (also known as the "splash" screen) that may appear when Software Products are first started on any computer. <br />Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement, or not agreed to in <br />writing by Vigilant, is strictly prohibited. <br />III. Term; <br />Termination. <br />A. Term. The Initial term of this Agreement Isforone (1) year beginning on the Effective Date (the "Initial <br />Term"), unless earlier terminated as provided herein. Sixty (60) days prior to the expiration of the Initial Term and each <br />subsequent Service Period, Vigilant will provide Affiliate with an invoice for the Service Fee due for the subsequent <br />twelve (12) month period (each such period, a "Service Period"). This Agreement and the Enterprise License granted <br />under this Agreement will be extended for a Service Period upon execution of an amendment signed by both parties <br />and Affillate's payment of that Service Period's Service Fee, which is due 30 days prior to the expiration of the Initial <br />Term or the existing Service Period, as the case may be. Pursuant to Section Xl.c below, Affiliate may also pay In <br />advance for more than one Service Period, provided that each of the Service Periods paid for must be included in the <br />term of an amendment to this agreement signed by both parties. <br />Page 2 of 22 <br />REV:06.01-1715 <br />ATTY/AGR.2016.126Nigilanl Solutions <br />
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