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25B - AGMT - AMENDED KIOSK
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09/05/2017
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25B - AGMT - AMENDED KIOSK
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Last modified
8/31/2017 5:01:29 PM
Creation date
8/31/2017 4:59:14 PM
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City Clerk
Doc Type
Agenda Packet
Agency
Finance & Management Services
Item #
25B
Date
9/5/2017
Destruction Year
2022
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Use of the Licensed Software on the hardware on which such Licensed Software is first <br />installed and to Use of the Licensed Software on any new hardware provided by KIOSK in <br />the ordinary course of Client's business operation. <br />b. Restrictions. Except as expressly stated in the Agreement, Client may not and shall not: <br />(i) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make Error <br />corrections to the Deliverables in whole or in part; (ii) make any derivative works based <br />on the Deliverables, including but not limited to, by incorporating some or all of the <br />Deliverables in another piece of software or by adapting or modifying the Deliverables to <br />give it additional features or to allow the Deliverables to run on additional hardware <br />and/or delete or remove the copyright notices, trademarks and numbers of KIOSK or any <br />other attributes that identifies the Deliverables; (iii) work around anytechnical limitations <br />in the Deliverables or exceed the number or type of scope of Use agreed to and paid for <br />by Client; (iv) lease, sublicense, rent, lend, timeshare, distribute, transfer or assign the <br />Deliverables or any portion thereof to any third party (including by operation of law, stock <br />transfer or merger) without the prior written authorization of KIOSK; or (v) purposely use <br />the Deliverables In violation of Applicable Laws. <br />c. Ownership and Reservation of Rights. KIOSK is the sole and exclusive owner of all right, <br />title, and interest in and to the Licensed Software (including ownership of all copyrights <br />and other intellectual property rights pertaining thereto), subject only to the license <br />expressly granted to the Client herein. Any rights not expressly granted to Client herein <br />are reserved to KIOSK. <br />d. "Software Rights" <br />The following table sets forth Software ownership rights with respect to the <br />Deliverables. Underlying Software used in Deliverables is subject to respective Party's <br />Background IP Rights. <br />25B-13 <br />Client owned Software (software <br />Supplier (Kiosk) proprietary Software <br />developed for Client underthe Agreement) <br />licensed to Client <br />as defined in Table 1 of the Development <br />Statement of Work <br />Web Portal - <br />UI Skin - Assets that make up the custom <br />Browser -based access to view <br />user interface such as images and style - <br />monitoring, alerting, transaction, <br />sheets <br />and analytics modules <br />KIOSK Application Logic Layer (KALL) <br />Host to aggregate individual <br />modules expose as APIs for other <br />applications to consume <br />Client -side APIs and supporting <br />logic <br />Hardware Provider Layer (HPL) <br />Hardware device status <br />Monitoring & Alerting on device <br />status <br />25B-13 <br />
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