2.8. ERMUSR 03-15-2016 - Laserfiche WebLink

Home Browse Search

Confidential NISC Software and Service Agreement (Associate Member) Initial Tenn:1 Year(s) This CONFIDENTIAL Software and Service Agreement("Agreement")is made with an Effective Date of January 14,2016,by and between: National Information Solutions Cooperative,("NISC") Elk River Municipal Utilities("Associate One Innovation Circle Member") Lake Saint Louis,MO 63367 13069 Orono Parkway Elk River,MN 55330-0430 Notice Address:Same as above with copy to: LegalNotices@nisc.coop Notice Address:Same as Above • In consideration of the mutual promises herein contained the parties agree as follows: 1.Provision of Services;Grant of License and Access 1.1.Provision of Services: NISC shall provide Associate Member with installation,conversion,implementation, training,support,and other services more fully described herein,as well as the applicable Ordering Documents. 1.2.Grant of License:With respect to NISC Software other than Hosted Software,NISC hereby grants to Associate Member a License to use the NISC Software and the Third Party Vendor Software provided by NISC to Associate Member pursuant to the applicable Ordering Documents.Any Third Party Vendor Software embedded,included or otherwise provided by NISC for use with the NISC Software is owned by such Third Party Vendor,proprietary,and may only be used in conjunction with such NISC Software provided pursuant to the applicable Ordering Documents.The use of Third Party Vendor Software may also be governed by the terms of the third-party license agreement.If,for any reason more licenses of Third Party Vendor Software are required for system operation,Associate Member is responsible for any additional costs associated with obtaining such additional licenses. Associate Member may make copies of the Software for backup or archive purposes. Associate Member agrees to maintain appropriate records of the location of any such copies of the Software or portions thereof.Associate Member agrees to reproduce and include any notice of the owner's Intellectual Property Rights on any copy of all or part of the Software including any changes to the software made by Associate Member. 1.3.Grant of Access:With respect to Hosted Software provided by NISC to Associate Member pursuant to the applicable Ordering Documents,NISC grants to Associate Member,and Associate Member accepts,a nontransferable, nonexclusive right to Access the Hosted Software via the Internet and use the Hosted Software only as authorized in,and consistent with,this Agreement.Additional terms and conditions governing Hosted Software is contained in Section 7 of this Agreement. 1.4.License and Access Restrictions:The License and Access are granted on condition of Associate Member's full compliance with all terms and conditions of this Agreement.Other than as set forth in Sections 1.2 and 1.3,no other right,title or interest of any kind is granted.Without limiting the generality of the foregoing,Associate Member shall not:( 1.4.1.)market,redistribute,resell,or sublicense any Software; (1.4.2.)directly or indirectly export the Software,nor any direct product thereof without first fully complying with all relevant export laws and regulations of the United States and other applicable export and import laws;(1.4.3.)use the Software for rental,timesharing,subscription service,hosting,or outsourcing,or to provide a service to another party which party provides the same or similar services as Associate Member; or(1.4.4.)reverse assemble,reverse compile,or otherwise translate any Software.Unless otherwise specifically granted, Third Party Vendor Software shall only be used in conjunction with NISC Software. Page 1 C 2014-2015 NISC.All Rights Reserved CONFIDENTIAL 25203 SSA-NISC-Elk River Municipal Utilities v2•aisc(2).dacx 148