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3. LICENSE FEE
<br />If Licensee shall fail to pay Reseller the purchase fees for this Software when due then this
<br />Agreement shall automatically terminate.
<br />a. INSTALLATION, ACCEPTANCE AND SUPPORT
<br />4.1 Termination of Suoport. Notwithstanding any provision of this Agreement to the contrary, neither
<br />PTFS nor any direct seller of the Software to Licensee, shall have any obligation to provide
<br />technical support, maintenance, Maintenance Modifications, Critical Error correction or any other
<br />services as a result of, following, or in connection with (i) any modification of the Software or
<br />Documentation by anyone other than PTFS or its authorized representatives, (ii) any anomaly or
<br />other defect, error or malfunction in the hardware, system, communications, third party software
<br />used by Licensee, or any other aspect of Licensee's business operation, or (iii) Licensee's
<br />default under any provision of this Agreement.
<br />OWNERSHIP
<br />5.1 PTFS Ownership. All right, title and interest in and to the Software and Documentation, and all
<br />derivatives, modifications, enhancements and other products based on, resulting from or
<br />otherwise developed, created or produced in connection with the Software and Documentation,
<br />shall remain exclusively with PTFSe In no event shall Licensee be deemed to have acquired any
<br />interest therein, other than the License for internal use as expressly provided under the terms of
<br />this Agreement.
<br />5.2 Cooperation. Licensee shall fully cooperate, and take all appropriate action, as reasonably
<br />required to prohibit and prevent the unauthorized use of the Software and Documentation, and
<br />provide all reasonable assistance to PTFS in the enforcement of its proprietary rights. PTFS
<br />shall have the right, upon reasonable advance notice, to inspect Licensee's records and facilities
<br />with respect to the use of the Software and Documentation, to verify compliance with all
<br />obligations, restrictions and provisions of this Agreement
<br />6. TERMINATION
<br />6.1 Termination. The License shall be deemed revoked, and all rights of Licensee under this
<br />Agreement shall be terminated, upon the occurrence of any of the following events: Licensee fails
<br />to comply in any material manner with all of the terms, conditions, restrictions and obligations of
<br />this Agreement which failure is not completely remedied by Licensee within ten (10) business
<br />days of receipt of notice from PTFS.
<br />6.2 Obligations Upon Termination. Within five (5) business days of the termination of this Agreement
<br />for any reason, Licensee shall (i) destroy the Software, Documentation, and all copies thereof, (ii)
<br />erase the Software and Documentation from its system and all memory and back-up storage, and
<br />(iii) deliver to Reseller written certification, signed by an authorized executive officer, that the
<br />foregoing actions have been taken, and that Licensee, its contractors, Affiliates and all others with
<br />whom it does business have not retained the Software, Documentation, or any copies thereof, in
<br />whole or in part in any form. From and after the termination of this Agreement Licensee shall
<br />have no further right to use the Software or Documentation for any reason, and all obligations of
<br />PTFS and its Reseller shall cease. The termination or expiration of this Agreement shall not
<br />relieve Licensee from its obligations to pay any sums remaining due hereunder. The Parties'
<br />respective rights, obligations and duties with regard to publicity, proprietary rights,
<br />indemnification, confidentiality, limitation of liability, export regulation, and dispute resolution, as
<br />well as rights, obligations and duties which by their nature extend beyond the termination or
<br />expiration of this Agreement shall survive any termination or expiration.
<br />6.3 Other Remedies. In the event of any breach of this Agreement by Licensee, PTFS may, in
<br />addition to termination of this Agreement, seek all remedies available under law or at equity, and
<br />recover from Licensee all costs and expenses, including but not limited to court costs and
<br />City of San Leandro -Page S-15
<br />CONFIDENTIAL AND PROPRIETARY
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