25F - AGMT FOR PD BACKGROUND SOFTWARE

Home Browse Search

MILLER 2.5.1 As between MMI and Client, MMI is the sole and exclusive owner of the eSOPH System (including all updates), Documentation, and all Intellectual Property Rights associated therewith. The eSOPH System is licensed not sold, to Client. Client shall have only the rights specifically granted by MMI under this Agreement, No additional rights are granted or may be inferred, Client shall not: (i) make any modifications to any portion of the eSOPH System, to which it is not intended to have access, via the user interface; (ii) attempt to reverse engineer., disassemble, reverse translate, decompile, decode or copy any portion of the eSOPH System; (iii) remove any patent, trademark, service mark or copyright notices which MMT places on the eSOPH System; or (iv) take any other actions inconsistent with the limited rights granted by this Agreement. 2.5.2 Client shall immediately notify MMI of any activity to which it becomes aware which may constitute infringement or attempted infringement of MMI's rights in and to the eSOPH System, including violations of intellectual property law(s). Client shall provide MMI with all reasonable assistance necessary or desirable for MMI to protect any of its rights, including without limitation its Intellectual Property Rights, in connection with the eSOPH System and agrees, upon written request from MMI, to furnish any and all records and information regarding the party suspected of 4iftingement. 2.6 Primary Administrative Users. Client must designate atleast one Primary Administrative Users in writing to MMT, and Client may designate an additional number of Primary Administrative Users to be active at a time for a fee, as set forth in Exhibit A. Per the SLA attached hereto as Exhibit B, Primary Administrative Users are the only representatives of Client authorized to submit support requests to MMI, and they are responsible for troubleshooting all Authorized User and Applicant issues prior to submitting support requests to MMI. Client is responsible for maintaining a current and accurate list of the designated Primary Administrative User(s) with MMI, and must notify MMI wither 48 hours of any change in a Primary Administrative User. Client shall be responsible for training replacements for any of Client's designated Primary Administrative User positions. If Client requests MMI provide replacement training, such training shall be provided at the rates for training set forth in Exhibit A. Per the SLA attached hereto as Exhibit iB, Client shall pay MMI's then standard hourly rate for support and assistance provided to Primary Administrative User's necessitated from Client's failure to designate a properly trained person for a Primary Administrative User position. 2.7 System Updates. The eSOPH System may be updated on an as -needed basis by MMI or MiIMI contracted service providers. Client may need to update its Internet browsers, connections, Internet service, and some hardware from time to time to permit ongoing compatibility with the eSOPH System, MMT will make every effort to assure uptime in accordance with the Service Level Agreement (SLA) attached hereto as Exhibit B. 2.8 Sample Forms. The scope, content, format and other details of information and materials requested from Applicants through eSOPH as well as the forms, fields, and questionnaires used to collect such information are within the exclusive control of Client and its Authorized Users. Any default or sample fields, forms, or questionnaires provided or pre -loaded on the eSOPH System ("Sample Forms") are provided by MMI "as is" with no warranty of any kind, express or implied. If Client uses such Sample Forms, Client does so at Client's own risk, and Client is solely responsible for evaluating such Sample Forms' suitability for Client's purposes and making any necessary or appropriate changes, including without limitation changes required for compliance with laws and regulations that apply to Client. 3. FEES AND PAYMENT. 3.1 License Fees. Client will pay to MMI the set-up fee and periodic license fees set forth in the "Client Specific Terms" attached to this Agreement at Exhibit A. All payments made to MMI by Client will be in USD. The total value of this contract for the three year period shall not exceed $50,000.00 USD. 3.2 Invoices. Invoices shall be issued in accordance with the payment due dates set forth this Agreement and Exhibit A. All taxes, pre -approved expenses and other charges, if applicable, will be listed on the invoice as a separate item. The Parties agree the terms and conditions of this Agreement will supersede any conflicting or additional terms set forth in any purchase order documents or invoice. Unless otherwise provided MASTER SOFTWARE LICENSE do SEnvicEs A.GREEN6NT PAGE 4 or 20 Version: April 12, 2017 25F-6