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<br /> lntegrated Butlding So/utlons, Inc. �
<br /> � N T E G f� f�T E(� �000 Crow Canyon Place, Suite 440 '
<br /> San Ramon, Ca 94583
<br /> f3 u ilcJ inc� So�u tion s ax� (925) 359-1002 I
<br /> . ; �
<br /> EXHIBIT "C' �
<br /> i
<br /> Addltfonal Tarms and Conditions
<br /> Grant of Ucense. lBS hereby grants to City of Redwood City a perpetual, royalty-free, non-transferable, non- I �
<br /> exclusive Ilcense, limited to the site locations (dentiffed in Exhibit "A" of the City of Redwood Ctty Technical
<br /> Consultfng Services Agreement {"AgreemenY'), to use machine readable coples (object code) of the Software, as ; ;
<br /> defined in Exhibit "A",) in accordance with the terms of th[s Agreement. This license to the Software may be ;
<br /> terminated onty for violation as provided in this Agreement, This license grant means and includes only machfne
<br /> readable capies (obJect codej but City of Redwood City's non-exclusive license thereto also entitles Ctty of
<br /> Redwood Ctty to purchase any upgrades, enhancements, modi�cations, new features, or new programs or any
<br /> new ve�sions af Software at a cost to ba mutualfy agreed upon by the partles. I
<br /> City of Redwood..City shall not (1) assign, rent, lease, lend, subllcense, or otherwlse transfer the Software; (2)
<br /> i
<br /> remove or obscure IBS' proprietary markings and natices from the software or its packaging; (3) exit, merge,
<br /> translate, enhanse �alter, modify, decade, decompile, reverse engineer or disassemble the Software; or (4)
<br /> utitize the Software;o.h,anyservice bureau, time-sMarlt�g, or interactive cable system.
<br /> `.Ltm(t+ed Warra�.�i/Llabili�,jt:;IBS warrants to the ariglnal purchaser that the products supplied by it are free of
<br /> defects [n'materidl an�d wprkmanship If properly tnstalled, maintained and used under normal conditions wfth
<br /> Gompetent supe,ryis�pn: The obilgation of [BS is limited, in lts discretion, to repairing or repiacing, F.O.B. point of
<br /> m.artufacture or main,:office of IBS, any part or parts under this warranty which shal( prove defective within one year
<br /> after: to th� Origfnal Purchaser (as defined below) upon examination by IBS. This warranry shall be valid
<br /> subject to the,part or parts being returned to IBS's ma(n office with transportation charges prepatd and provided
<br /> that IBS recelves w"rltten notice of such defect wtthtn 15 days of the failure of the product. The term "Originat
<br /> Purthaser," as used in this warranty shall mean that person or entity to which the product was orlginally suppUed.
<br /> IBS shall not Incur any liabllity whatsoever unless it receives payment in full in accordance with thts Proposal.
<br /> TH15 WARRANTY SHALL NOT APPLY TO, AND IBS SHALL NOT BE LIABLE FOR, ANY PART WHICH HAS BEEN
<br /> DAMAGED BY OR SUBJECT TO MISUSE, ABUSE, OVERLOAD, MlSAPPLICATION, NEGLECT, ACCIDENT, IMPROPER
<br /> iNSTALLATION, MODIFICATION, ADJUSTMENT, ALTERATtON OR REPAIR.
<br /> If IBS recelves notice of an allegation that Software or hardware infringes or mtsapproprlates a third party's
<br /> Intel[ectual property rights, or if C{ty of Redwood Cit�s use of Software is prohibited by permanent InJunction of
<br /> a court of competent jurisdiction as a result of such an infringement or misappruprtation, in additlon to the
<br /> indemnification obligations set forth in the Agreement, IBS may, at its expense: (i) procure for City of Redwood
<br /> City the right to contlnue ustng the Software ar hardware as provided hereundew (11} modify Software or
<br /> hardware so that it is no longer infringing; or (ilf) replace the Software or hardware with other software,
<br /> hardware or services of equal or superior functional capability.
<br /> Title to Hardware.
<br /> lntegrated Building Solutions, Inc. ���� ��., �: �,! ..: i Page � 1
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