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Final EULA 4.8.22 <br />REV: 11-13-23 MI <br />4 of 4 <br />ALLEGED MISAPPROPRIATION, VIOLATION AND/OR <br />INFRINGEMENT OF ANY PROPRIETARY AND/OR <br />INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF <br />OR IN CONNECTION WITH THIS AGREEMENT. <br />14. GOVERNMENT USE. If Licensee is part of an <br />agency, department, or other entity of the United States <br />Government (“Government”), the use, duplication, reproduction, <br />release, modification, disclosure or transfer of the Product or any <br />related documentation is restricted in accordance with the Federal <br />Acquisition Regulation 12.212 for civilian agencies and the <br />Defense Federal Acquisition Regulation Supplement 227.7202 <br />for military agencies. The Product and documentation is a <br />“commercial item”, “commercial computer software” and <br />“commercial computer software documentation.” The use of the <br />Product and documentation is further restricted in accordance <br />with the terms of this Agreement, or any modifications thereto. <br />15. EXPORT CONTROLS. Licensee shall comply with <br />the U.S. Foreign Corrupt Practices Act and all applicable export <br />laws, restrictions, and regulations of the United States or foreign <br />agency or authority. Licensee will not export, or allow the export <br />or re-export, of the Product in violation of any such laws, <br />restrictions or regulations. <br />16. MISCELLANEOUS. If any provision of this <br />Agreement is held to be invalid, illegal, or unenforceable in any <br />respect, that provision shall be limited or eliminated to the <br />minimum extent necessary so that this Agreement shall otherwise <br />remain in full force and effect and enforceable. The failure of <br />either Party to act with respect to a breach of this Agreement does <br />not constitute a waiver and shall not limit the Party’s rights with <br />respect to such breach or any subsequent breaches. This <br />Agreement is personal to Licensee and may not be assigned, <br />sublicensed, or transferred for any reason whatsoever (including, <br />without limitation, by operation of law, merger, reorganization, <br />or as a result of an acquisition or change of control involving <br />Licensee) without Grayshift’s consent and any action or conduct <br />in violation of the foregoing shall be void and without effect. <br />This Agreement shall be governed by and construed under the <br />laws of the State of California without regard to the conflicts of <br />laws provisions thereof, and without regard to the United Nations <br />Convention on Contracts for the International Sale of Goods. The <br />sole and exclusive jurisdiction and venue for actions arising under <br />this Agreement shall be the state court in the County of San <br />Mateo and federal court in the Northern District of California; <br />each party hereby agrees to service of process in accordance with <br />the rules of such court. <br />IN WITNESS WHEREOF, THE PARTIES EXECUTED THIS AGREEMENT: <br />GRAYSHIFT, LLC LICENSEE: __________________________________ <br />Signature: ___________________________________Signature: ___________________________________ <br />Name: ______________________________________Name: ______________________________________ <br />Title: _______________________________________Title: _______________________________________ <br />Date: _______________________________________Date: _______________________________________ <br />ATTY/AGR.2023.261/Grayshift's GrayKey (Forensic Extraction Toolkit) (Page 6 of 6) <br />Peter Vreeswyk (Nov 15, 2023 15:11 EST) <br />Peter Vreeswyk <br />CFO <br />11/15/2023 <br />City of Redwood City <br />Melissa Stevenson Diaz <br />City Manager <br />12/1/2023