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; 32 N T E G R CST E D Integrated Building Solutions, Inc.
<br /> 2000 Crow Canyon Place, Suite 440
<br /> San Ramon, Ca 94583
<br /> Building Solutions
<br /> Office
<br /> Fax (925) 359 -1002
<br /> EXHIBIT "C"
<br /> Additional Terms and Conditions
<br /> Grant of License. IBS hereby grants to City of Redwood City a perpetual, royalty -free, non - transferable, non-
<br /> exclusive license, limited to the site locations identified in Exhibit "A" of the City of Redwood City Technical
<br /> Consulting Services Agreement ( "Agreement "), to use machine readable copies (object code) of the Software, as
<br /> defined in Exhibit "A ",) in accordance with the terms of this Agreement. This license to the Software may be
<br /> terminated only for violation as provided in this Agreement. This license grant means and includes only machine
<br /> readable copies (object code) but City of Redwood City's non - exclusive license thereto also entitles City of
<br /> Redwood City to purchase any upgrades, enhancements, modifications, new features, or new programs or any
<br /> new versions of Software at a cost to be mutually agreed upon by the parties.
<br /> City of Redwood City shall not (1) assign, rent, lease, lend, sublicense, or otherwise transfer the Software; (2)
<br /> remove or obscure IBS' proprietary markings and notices from the software or its packaging; (3) exit, merge,
<br /> translate, enhance, alter, modify, decode, decompile, reverse engineer or disassemble the Software; or (4)
<br /> utilize the Software on any service bureau, time - sharing, or interactive cable system.
<br /> Limited Warranty /Liability. IBS warrants to the original purchaser that the products supplied by it are free of
<br /> defects in material and workmanship if properly installed, maintained and used under normal conditions with
<br /> competent supervision. The obligation of IBS is limited, in its discretion, to repairing or replacing, F.O.B. point of
<br /> manufacture or main office of IBS, any part or parts under this warranty which shall prove defective within one
<br /> year after delivery to the Original Purchaser (as defined below) upon examination by IBS. This warranty shall be
<br /> valid subject to the part or parts being returned to IBS's main office with transportation charges prepaid and
<br /> provided that IBS receives written notice of such defect within 15 days of the failure of the product. The term
<br /> "Original Purchaser," as used in this warranty shall mean that person or entity to which the product was
<br /> originally supplied. IBS shall not incur any liability whatsoever unless it receives payment in full in accordance
<br /> with this Proposal.
<br /> THIS 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, MISAPPLICATION, NEGLECT, ACCIDENT, IMPROPER
<br /> INSTALLATION, MODIFICATION, ADJUSTMENT, ALTERATION OR REPAIR.
<br /> If IBS receives notice of an allegation that Software or hardware infringes or misappropriates a third party's
<br /> intellectual property rights, or if City of Redwood City's use of Software is prohibited by permanent injunction of
<br /> a court of competent jurisdiction as a result of such an infringement or misappropriation, in addition 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 continue using the Software or hardware as provided hereunder; (ii) modify Software or
<br /> hardware so that it is no longer infringing; or (iii) replace the Software or hardware with other software,
<br /> hardware or services of equal or superior functional capability.
<br /> Title to Hardware.
<br /> Integrated Building Solutions, Inc. Page I 1
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