Laserfiche WebLink
Cit worIsAzteca <br /> ° Systems LLC 11075 South State Suite 24 Sandy UT 84070 <br /> yTEL 801 523 2751 FAX 801 523 3734 <br /> www atyworks corn <br /> CITYWORKS® <br /> LICENSE AND MAINTENANCE AGREEMENT <br /> This Software License and Maintenance Agreement made by and between Azteca Systems,LLC("Azteca Systems")a <br /> Delaware limited liability company,with a place of business at 11075 South State, Suite 24,Sandy,Utah 84070 USA <br /> and the City of Rancho Palos Verdes,California,using certain of Azteca Systems Licensed Products hereinafter <br /> referred to as"Licensee" This Agreement is effective immediately upon delivery of Licensed Products(the"Effective <br /> Date") <br /> Azteca Systems Products are licensed under the terms and conditions of the Agreement This agreement,when executed <br /> by the licensee named below("Licensee")and Azteca Systems, LLC(Azteca Systems),as licensor of the Software, <br /> Online,Services,and Documentation licensed under the License Agreement,will supersede any previous Agreements <br /> including the License Agreement presented in the installation process requiring acceptance by electronic <br /> acknowledgement and will constitute a signed License Agreement <br /> This signed Agreement includes(i)this License and Maintenance Agreement,(ii)Addendum#1 —Product Licensing, <br /> (iii)Addendum #2—Standard Maintenance and Support and(iv)Addendum#3—Third Party Contractor <br /> Acknowledgment <br /> This signed Agreement may be executed in duplicate by the Parties An executed Agreement,modification,amendment, <br /> or separate signature page shall constitute a duplicate if it is transmitted through electronic means,such as fax or email, <br /> and reflects the signing of the document by any Party Duplicates are valid and binding even if an original paper <br /> document bearing each Party's original signature is not delivered <br /> ARTICLE 1—DEFINITIONS <br /> I I Definitions The terms used are defined as follows <br /> a "Agreement"means this Software License Agreement between Azteca Systems and Licensee,inclusive of <br /> all schedules,exhibits,attachments,addenda and other documents incorporated by reference <br /> b "Authorization Code(s)"means any key,authorization number,enablement code,login credential, <br /> activation code, token,account user name and password,or other mechanism required for use of a <br /> Product <br /> c "Authorized User"or"User"shall mean (i)a direct user of the Licensed Products, including but not <br /> limited to Licensee's employees,(ii)Licensee's consultants who have agreed to maintain the Licensed <br /> Property in confidence and use it only for the benefit of Licensee,or(iii)members of the public gaining <br /> access to,and only limited use of,the Licensed Products via the Software's public web portal(if <br /> applicable) Other than limited use of the Products through the software's web portal,the public is not <br /> considered an authorized user <br /> d "Client Data"means the data provided or inputted by or on behalf of Licensee, including personally <br /> identifiable information,for use with the Software <br /> e "Covered Software"shall mean the particular Cityworks Software,scripts,interfaces and custom code <br /> identified in Addendum#1 <br /> f "Deployment Server License"means a license that,in addition to providing staging server License rights, <br /> authorizes Licensee to install and use the Software for deployment in Licensee's internal use <br /> g "Testing Server License"means a license that authorizes Licensee to install and use the Software on a <br /> server in Licensee's internal use to provide testing License rights prior to deployment <br /> h "Documentation"means all user reference documentation that is delivered with the Software <br /> i "Internal Use"means use of the Licensed Products by employees of Licensee in Licensee's internal <br /> operations but does not include access of the Licensed Products by,or use of the Licensed Products in the <br /> provisions of services to,Licensee's clients or customers Internal Use also includes use of the Licensed <br /> Products by contractors of Licensee, including contractors providing outsourcing or hosting services,as <br /> long as Licensee assumes full responsibility for the compliance with this Agreement in such use Use of <br /> the Licensed Products(or any part thereof)for the benefit of others,whether by means of a software as a <br /> service offering,service bureau application,application service provider,outsourcing or other means of <br /> providing service to any third party shall not be considered Internal Use <br /> J "Licensed Products"or"Products"shall mean the portion of the Cityworks Software and the <br /> Standard License& Maintenance Agi eemenl Page 1 of 14 10/16 ed <br />