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location outside of City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701 unless additional license(s) are purchased. The customer must acquire one copy of the Software for each additional site. The site license allows the customer to unlimited users at the above listed site. The site license places no restrictions on number of users that may access the software at one time. The software maybe installed on standalone computers or over a network. Additionally, the customer may make one (I) archival copy of the Software. License Effective Date. This Agreement and the license granted hereunder shall take effect upon the date that the last party executes this Agreement. 2. License. MHC grants to the Customer, pursuant to the terms and conditions herein, a perpetual, nonexclusive, nontransferable license to use the Software. Restrictions on Use. Customer agrees to use the Software only for Customer's own business. Customer shall not (i) permit any parent, subsidiaries, affiliated entities or third parties to use the Software, (ii) process or permit to be processed the data of any other party, (iii) use the Software in the operation of a service bureau, or (iv) allow access to the Software through any terminals located outside of Customer's Site. Copies. Customer, solely to enable it to use the Softwaze, may make one azchival copy of the Software's computer program, provided that the copy shall include MHC's copyright and any other proprietary notices. The Software delivered by MHC to Customer and the archival copy shall be stored at Customer's Site. Customer shall have no other right to copy, in whole or in part, the Software. Any copy of the Software made by Customer is the exclusive property of MHC. Modifications, Reverse Engineering. Customer agrees that only MHC shall have the right to alter, maintain, enhance or otherwise modify the Software. Customer shall not disassemble, decompile or reverse engineer the Software's computer program. Material Terms and Conditions. Customer specifically agrees that each of the terms and conditions of this Section 2 are material and that failure of Customer to comply with these terms and conditions shall constitute sufficient cause for MHC to terminate this Agreement. The presence of this Section 2 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party. 3. Intellectual Property Rights. All intellectual property rights in the Software and user documentation are owned by MHC are protected by United States and Canadian intellectual property laws (including patent, trademark and copyrights laws), other applicable intellectual property laws, and international treaty provisions. MHC retains all rights not expressly granted. Indemnification