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DIGITALINK END USER SOFTWARE LICENSE AGREEMENT This End User Software License Agreement (the "Agreement") is entered into by and between Progressive Technology Federal Systems, Inc. ("PTFS"), a Maryland corporation with its principal office located at 7315 Wisconsin Avenue, Suite 1200, Bethesda, Maryland 20814, and the Library ("Licensee"). PTFS and Licensee are also sometimes referred to herein as a "Party" or collectively as the "Parties". LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT; YOU MAY RETURN IT TQ RESELLER FOR A FULL REFUND. RECITALS I. PTFS has developed and owns certain software applications and utilities related to the digitization and retrieval of archived documents and other materials; and II. Licensee wants to license certain software from PTFS, and PTFS through its Reseller is willing to license the Software to Licensee, upon the terms and conditions set forth below. III. Dynix ("Reseller") is an authorized licensed reseller of PTFS's Software. NOW, THEREFORE, in consideration for the Recitals, which are an integral part of this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound agree as follows: 1. DEFINITIONS The following terms shall have the indicated meaning: "Critical Error" means a material defect in the Software that causes the Software to fail to operate substantially in accordance with the Specifications and materially prevents or impairs use of the Software by Licensee. "Documentation" means the written or electronic materials prepared by PTF5 for the internal use of Licensee, describing the operation and functionality of the Software, all rights to which shall remain exclusively with PTFS. "Effective Date" means the date first set forth above. "Software" means PTFS' ArchivalWare computer program provided by PTFS or its Reseller to Licensee under the terms of this Agreement. "Specifications" means the description of the Software functionality contained in the materials provided by PTFS that accompany delivery of the Software to Licensee by Reseller. "User" means each employee, contractor or other individual employed or engaged to provide services by Licensee and authorized to log onto Licensee's system or otherwise access the Software. The number of Users may be limited under the terms of this Agreement. 2. GRANT OF LICENSE 2.1 The License. PTFS hereby grants to Licensee, and Licensee hereby accepts a perpetual, revocable, non-exclusive and non-assignable right under this Agreement for its internal use of the Software and Documentation, without the right of sublicense, sale, assignment or other distribution in any manner and subject to the terms, conditions and restrictions of this Agreement (the "License"). Licensee shall have no right or interest in the Software, Documentation or any other property of PTFS except as expressly set forth in this Agreement. 2.2. Limitations on Use. 2.2.1 Proprietary Materials. Licensee acknowledges that the Software and Documentation embody valuable intellectual property owned exclusively by PTFS. Licensee shall not City of San Leandro -Page S-13 CONFIDENTIAL AND PROPRIETARY