Agmt 2007 InTime Solutions Inc - Laserfiche WebLink

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INTIME SOLUTIONS INC. Software License Agreement This document is an agreement between the Customer and InTi me Solutions Inc. a British Columbia corporation with primary offices at Suite 700, 5945 Kathleen Avenue, Burnaby, B.C. V5H 4L5, ("InTime") for use of the Software. In consideration ofthe license of Software described in this License Agreement, the parties agree as follows. I. Agreement. This legal document is an agreement between Customer, the end user, and InTime for use of the software ("Software"). The term "Software" also includes any documentation and upgrades, modified versions or updates Customer later installs. 2. License. fnTime grants to Customer, a license which permits Customer to use the Software in executable code format only and in the manner as described in section 3 ("Permitted Uses"). The Software is licensed, not sold. fnTime, and not Customer, owns the Software, which is protected by United States, Canadian and international copyright laws. Customer may use the Software only in the manner set out in this Agreement. This Agreement gives Customer no intellectual property rights in the Software. 3. Permitted Uses. Customer may install and use the Software for the purposes of the business of the Customer but not to provide services to other third parties. Customer may make copies of the Software for backup purposes. Each copy made and distributed must contain fnTime's copyright and other proprietary notices. Customer may make backup copies of the media on which the Software is stored. 4. Prohibited Uses. Customer may not modify, reverse engineer, decompile, disassemble, or commercially distribute, sublicense, resell or transfer the Software. Customer may not alter or modify the Software in any way. 5. Service Level. 5.1 Fees for the License are based on the level of service that the Customer requires the Software to provide ("Service Level"). fnTime and the Customer will agree on the specification of the Service Level prior to Software installation. 5.2 Monitoring. The Customer agrees firstly, to put in place a process to detect ifthe Service Level is exceeded at any time, and secondly, to notify InTime of the new Service Level within 5 working days. Customer further agrees that upon notilication, [nTime can invoice the Customer for any additional License fees associated with the new Service Level, with the fees determined by InTime's price list current at the time of notification. ff InTime discovers through means, such as (but not limited to) standard support and maintenance procedures, that the Customer has exceeded the Service Level at any time, then the Customer agrees that this discovery constitutes notification of an increase in Service Level. 5.3 Exclusions. The following usages of the Software are excluded from the Service Level specification unless agreed to otherwise by the fnTime and the Customer: (a) Training of the Customer's employees in the use of the Software. (b) Testing to determine system performance, reliability, or interoperability. (c) Setup and maintenance of a backup system which would be used to replace the primary system in the event ofa failure of the primary system. 6. Payment. fnTime will invoice Customer for the Software Licenses. All fnTime invoices are payable net 30 days. Any amounts outstanding after 30 days bear interest at a rate of 1.5% per month (18% per annum). The ENTERPRISE SOFTWARE LICENSING AGREEMENT Confidential Document Page 7 of 16