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<br />2.3
<br />2.4
<br />2.5
<br />2.6
<br />use, modify, duplicate, create derivative works of, sell, sublicense or otherwise transfer,
<br />convey or make any other commercial use of the Software or Documentation, or any
<br />portion or derivative works thereof, or create any software or any products that in any
<br />manner are based on or relate to the Software and Documentation, other than as
<br />expressly permitted under this Agreement.
<br />2.2.2 Restrictions. The Software and Documentation shall be used solely for Licensee's
<br />internal business operation by the number of Users permitted hereunder. Licensee shall
<br />not: (i) permit any other party, including but not limited to its Affiliates, to use the Software
<br />or Documentation for any reason, without PTFS's prior express written consent; (ii) use
<br />the Software or Documentation in the operation of a service agency, as an application
<br />service provider, or in any similar capacity; unless expressly authorized by PTFS (iii) use
<br />the Software or Documentation for any purpose not expressly described in the
<br />Specifications, it being understood that the Software is not designed for any other
<br />function or licensed for any such use; (iv) engage in or allow the assignment,
<br />sublicensing, sharing, publishing, distribution, leasing or other use or conveyance of the
<br />Software or Documentation, or any portion thereof; or (v) permit the Software and/or
<br />Documentation to be used by other than the number of permitted or licensed Users.
<br />2.2.3 Reverse Engineering and Modifications. Licensee shall not, or permit any other person
<br />or entity to, disassemble, reverse engineer, de-compile, or attempt to derive the source
<br />code of the Software or any portion thereof. Licensee shall have no right to
<br />independently modify or alter any portion of the Software in any manner for any reason.
<br />License Limitations. The License shall be limited to the number of users, workstations, Licensee
<br />physical locations, or other limitations set forth in licensee's purchase agreement with Reseller.
<br />In the event that the number of Users increases beyond the number of Permitted Users, or
<br />Licensee otherwise exceeds the aforesaid limitations, Licensee shall pay additional License
<br />Fees, as applicable, pursuant to the rates charged by Reseller.
<br />System Use. It is understood and agreed that the License is limited to a single production
<br />database instance. Any installation or use of the Software in any secondary, peripheral,
<br />duplicate, additional or other data base production instance or set of tables, shall require
<br />payment by Licensee of an additional License Fee. Licensee is permitted to make a reasonable
<br />number of copies of the Software solely for back up purposes.
<br />Proprietary Notices. Licensee shall not remove, obliterate, conceal or modify in any manner any
<br />copyright, trademark, servicemark, confidentiality or other proprietary notice, legend, information
<br />or marking appearing on the Software or Documentation or output generated from the Software.
<br />Licensee shall reproduce and include all such notices, legends, information and marks on each
<br />copy of the Software and Documentation permitted hereunder.
<br />Hardware and Other Software. Licensee acknowledges that other products such as operating
<br />systems, database applications and programs, and other third party software, as well as
<br />hardware with adequate capacity and specifications, will be necessary for the proper and
<br />efficient operation of the Software in accordance with the Specifications. Except for third party
<br />software licensed by PTFS and incorporated in and sublicensed to Licensee in connection with,
<br />the Software, Licensee shall be solely responsible for obtaining, installing, operating and
<br />maintaining all such products, at Licensee's expense. Licensee's failure to adequately obtain,
<br />install, operate and maintain such products shall release PTFS from any obligation regarding
<br />compliance with the Specifications and maintenance obligations, and void all representations
<br />and warranties by PTFS under this Agreement. The Parties acknowledge that PTFS will rely
<br />upon Licensee to procure, setup, implement and otherwise make operational, the necessary
<br />hardware, operating system, software, and network connectivity. Licensee shall install and
<br />configure the hardware and system software prior to installation of the Software. PTFS's
<br />obligations under this Agreement are based on the written representations made to Reseller by
<br />Licensee with respect to its hardware, software and system configuration.
<br />City of San Leandro -Page S-14
<br />CONFIDENTIAL AND PROPRIETARY
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