25F - SOFTWARE LICENSE - Laserfiche WebLink

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~~ ~~J~TISYS G nsolidated A reement ~' 9 Unisys Corporation (Unisys) wilt sell and license Products and services and Client agree: to purchase and license those Products and services under the following terms and conditions: 1. Definitions t.1 Software means the object code version of computer programs and say related documentation, exckrding maintenance diagnostics. Software also means the source code version where proviaed by Unisys. Software also means microcode, not embedded in a circuit element, that enables the equipment to function according to its published specifications. ' t .2 Products means equipment. Software, documentation (including manuals and education materials) and Software maintenance releases and updates- 1.3 Sottwue Processing Unlt ('SPU') means equipment which controls and executes Software. t .4 SURETY Support Services means various forms of installation and support for the Products. 1.5 Proprietary Intarmatiott means Software, diagnostics, docu- mentation, including manuals, and any other information confidential !o Unisys or its Ncensors. 1.8 Information Services means all technical and consultative services other then SURETY Support Services. 1.7 Installation Date means the date Unisys completes installation (as determined by Unisys) or. if equipment or Software is to ha instaNed by ' Client, the tenth day following shipment. Z Effective Date This Agreement wdl become effective when signed by duly authorized representatives of both parties and will continue in eBect until terminated according to its terms. 3. Schedules -Ordering Procedure 3.1 Unisys will famish to Client and Client will accept and pay for the Products and services item¢ed on the following Schedules which, together with the terms on the Schedules, ere an integal part of this Agreement. Schedule name Equipment Sale SURETY support services Software Licenses Information Services All references to Products and services in this Agreement are fo the Products and services listed on the Schedules and on arty Schedules submitted to and accepted by Unisys pursuant to Section 3.2 and to any Products end services suppged by Unisys with such listed Products and services. 3.2 Client may order additional products and services under this Agreement by sulxt-itting properly completed Unisys Supplerriental Schedule Orders referencing this Agreement. All Orders will refer to this Ageemtnl by number and wit bs signed by Client. All education lecture courses must be ordered on a Client Education Enrollment Application. 3.3 All orders are subject to acceptance by Unisys. Acceptance by Unisys wiN be effective when cormiunicated in writing to Client Ths receipt or deposit by Unisys of a Client down payment will not constituq acceptance of an order. Any down payment received bom Client wiN be returned i( the order is not accepted by Unisys. 3.4 Unisys may substitute Products of equivalent or superior funC- tionality and performance in the event that any of the Products ordered are not available at the time of shipment. 4. Delivery and Installation 4.1 Unisys will arrange for delivery of Products and Client wit pay fa transportation in accordance with the Unisys published transportation charges in effect at the time of delivery or, if Unisys has not published any such charges, Client vdlt pay Unisys for transportation charges actually incurred. Client will also pay for all cables and site-specific installation materiels requaed !b install the equipment et Clients sits. 4.2 Unisys will provide Client with one copy of the then-current user documenMtion, in paper or electronic farm al the option of Unisys, for use with the Products ordered and environmental specifrcatior>s for equipment, where applicable. Prior to delivery of equipment, Client will prepare the installation site and wilt continue to maintain the installation site in accordance with such specifications. 4.3 Client wiN instal aN items of equipment with the designation 'Y' in the 'Client installable' column when theta is no installation charge listed on the Equipment Sale Schedule. Unisys will instal aU other items of equipment. Client will instaN al items of Software other than chose for which a fixed installation charge is indicated on the Software licenses Schedule. All Products to be instated by Unisys will be installed during Unisys normal working hours, unless otherwise provided in this Agreement. 4.4 Client may arrange for insulation by Unisys of Client instatiable Products, subject to the then-current standard Unisys changes and concitions. 4.5 It additional labor and rigging is required to Installation duo to Clients special site requirements, Cftent wiN pay those costs atcluding costs to meet union or local law requirements. 5. Payment 5.1 Charges for Products will be invoiced upon sh~xxrtent. 5.2 Charges for SURETY Support Services will be invoiced in advance, quarterly, annually, a at other periodic intervals; otherwise, charges wilt be invoiced after the services aro pertonned. Hourly use, page and remote service charges will be invoiced monthly unless otherwise indicated. 5.3 Charges for Information Services wNl De invoiced as the services are performed. 5.4 All charges must be paid no later than 30 days from the date of the invoice. Unisys msy impose a late payment charge equal to the lesser of (a} 1-1/296 per month or (b) the maxatium rate allowed by law. 5.5 Additional charges may apply to services rendered outside con- tracted hours or beyond normal coverage at ClienCs request, e.g., travel expenses, premium end minimum charges. ti. Taxes 6.1 Client will pay any tax Unisys becomes obligated to pay by virtue of this Agreement. exclusive of taxes based on the net income of Unisys. 6.2 Ali personal property and similar taxes assessed after shipment will be paid by CNent. T. Price Protxction 7.1 The charges far Products in any accepted order vriH remain fxm through delivery, unless through no fault of Unisys shipment takes place more than one you after the date of the order. It Unisys notifies Client that an increase in charges will apply to its order, Client may tsrrriinate the affected part at its order by giving written notice to Unisys within ten days of the date of notification of the increase. 2 of 14 ~sos seas-0oe tit 25F-5