5.4. ERMUSR 11-15-2016 (2) - Laserfiche WebLink

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f TECHNOLOGY& SERVICES ADDENDUM —Software License— 1. The Licensed Software. The Itron software licensed under this Addendum(the"Licensed Software" is identified in the Transaction Summary and in the pricing summary. 2. Software Maintenance & Support. Note: Customers licensing Licensed Software in connection with Cloud Infrastructure service are required to purchase software Maintenance & Support Services for term of the Cloud Infrastructure service. 3. License Grant. Itron hereby grats to Customer a not;exclusive,non-transferable, non-assiable, non-sublicensable, revocable right-a license—within the errrtory andtor the Software License-1erm, subject to payment of license fees and compliance with the terms and conditions of this Addendum and the Agreement—to: (i)use, make, execute,display, and perform the Licensed Software in object code form for Customer's own internal business purposes and only in connection with the number of specified endpoints. The "Territory" shall be the United States of America — or Canada, if Customer is a Canadian company that will be operating the Licensed Software in Canada. The Software License Term is identified in the Transaction Summary. 4. Third-Party Software. All software developed by a third-party and sublicensed by Itron is subject to the licensing terms of the third-party developer, a copy of which terms shall be given to Customer. Such third-party software does not include software incorporated or embedded into hardware and software manufactured or developed by Itron. 5. Restrictions. In addition to those restrictions,terms, and conditions set forth in the Agreement— and as a condition to the license grant under Section 3, above—Customer shall not(a)modify or create any derivative works from the Licensed Software or the documentation provided with the Licensed Software("Documentation"), (b) include or combine the Licensed Software with any software or with any equipment or hardware other than as authorized by Itron, (c)use the Licensed Software to provide processing services to third-parties or on a service bureau basis,(d)reverse assemble, decompile,reverse engineer the Licensed Software or otherwise attempt to derive its source code, (e)transfer any copy of the Licensed Software from the authorized system to any other computer hardware or system, except in case of malfunctioning or defective computer hardware or system—and then only temporarily and with the consent of Itron; or(viii)export the Licensed Software or any copy or direct product thereof out of the United States except in compliance with applicable export laws and regulations. Customer may only make copies of Documentation as reasonably necessary for the use contemplated under the Agreement; provided, however,that Customer may not copy the Licensed Software other than to make one machine readable copy for disaster recovery or archival purposes. Installation of the Licensed Software shall be limited to one production environment and one test environment. The Licensed Software and Documentation is the Confidential Information of Itron. Customer recognizes and agrees that any breach of the preceding restrictions by Customer shall constitute a material breach of this Addendum by Customer, and, at the option of Itron, shall result in revocation and immediate termination of all rights and licenses granted hereunder. Customer further recognizes and agrees that nothing in this Section shall be construed as prohibiting Itron from pursuing any and all remedies in the event of such breach or violation, and Itron hereby expressly reserves such rights and remedies. 6. Reservation of Intellectual Property Rights by Itron. Itron(and third party developer in the case of sublicensed software)retains all right,title and interest,and all ownership, in and to the Licensed Software and Documentation, including but not limited to all patent, copyright,trade secret, proprietary and other intellectual property rights in the Licensed Software and Documentation and in any modify- cations and derivative works. Itron(and third party developer in the case of sublicensed software) reserves the sole right to modify and update the Licensed Software. Customer will not take any action that 131)