License Services Agreement - AccordWare LLC - Benefit Website for City of South Bend Employees

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License and Services Agreement This License and Services Agreement (including all attachments hereto), (collectively, the "Agreement"), is between AccordWare LLC ("Service Company") whose address is 2250 Butterfield Drive, Suite 230, Troy, MI 48084 and The City of South Bend Indiana ("Client") whose address is 227 W. Jefferson Blvd, South Bend IN 46601. The terms of this Agreement shall apply to all licenses and services provided by AccordWare LLC under this Agreement (including any amendments and attachments). This Agreement is effective as of the date set forth in the Order Form (the "Agreement Effective Date"). Service Company and Client agree as follows: 1:. DEFINITIONS. 1.1 "Application Software" means the BenXpress proprietary Application Software listed on an Order Form. 1.2 "Client Services" or "Services" means any services listed in this Agreement or the Order Form. 1.3 "Customizations" means any customizations developed for Client by Service Company that are listed in Exhibit A and/or on an Order Form. 1.4 "Licensed User" means an individual who may access and use the Application Software, as set forth on the attached Order Form. In the event that Client's use exceeds the number of Licensed Users set forth on the attached Order Form, Client shall pay to Service Company additional license fees at the rate set forth on the Order Forrn. 1.5 "Order Fornr" means the form for ordering Software, Maintenance, Customizations and Client Services from Service Company under this Agreement which shall be executed by an authorized representative of both parties. Additional Order Forms may be added from time to time. The effective date of an Order Form is the date set forth on the applicable Order Form ( "Order Form Effective Date "). 1.6 "Software " means the BenXpress Application Software and the Customizations as identified on an Order Form. 2. LICENSE. 2.1 License for Application Software and Customizations. Upon payment of applicable license fees as set forth in an Order Form, Service Company grants to Client a non-exclusive, limited license to use the Application Software and the Customizations listed on the Order Form in the United States, solely for Client's internal business, in accordance with the terms and conditions set forth herein and in the Order Form, 2.2 Service Company will make the Software available to Licensed Users through the Internet at a URL to be determined by Client and Service Company. The Software shall only be accessible to Licensed Users with a unique username and password. More than one individual may not use the same password and/or login. 2.3 Disassembly, Reverse Engineering, and Use Restrictions. Service Company and/or its licensors shall retain all title, copyright and other proprietary rights in the Application Software and Customizations; provided, however, that Service Company and/or its licensors shall not acquire any rights in Clients' proprietary information that may be provided by Client and incorporated into any Customization at Client's request. Client does not acquire any rights, express or implied, in the Software, other than those specified in this Agreement, Client acknowledges that the Software contains trade secrets and Confidential Information of Service Company and/or its licensors. Client agrees (1) not to permit unauthorized third parties to access or use the Software; (2) not to cause or permit the reverse engineering or disassembly or decompilation or translation into human -readable form of the Software (or any portion thereof); and (3) not to copy any part of the Software or its documentation. Client may not rent, lease, sub -license, lend or transfer such Software. 3. SERVICES. 3.1 Service Company will provide Customizations and Client Services agreed to by the parties under the terms of this Agreement and in accordance with the terms set forth in the applicable Order Form for such Customizations and Client Services. Client agrees to provide Service Company with certain assistance or materials in connection with Customizations requested by Client, including, without limitation, photographs, graphics, audio and written content, logos and other assistance and materials reasonably requested by Service Company. Service Company will provide Client with Client Services necessary to make the BenXpress website available to Client's Licensed Users and reasonable instructional assistance to Client's training manager or other designated person responsible for administration, access and use by Licensed Users of the Software. 4. SOFTWARE MAINTENANCE AND SUPPORT. 4.1 Software Maintenance, Service Company will work to correct errors in the Software in accordance with the Service Company then -current maintenance policies. Service Company agrees to offer such maintenance free of charge throughout the term of this Agreement. Such maintenance shall also include updates that Service Company makes available to its Clients generally at no charge. Maintenance shall not, however, include new versions or functionalities of the Software for which Service Company charges an additional fee to its Clients generally. COSB Agreement Confidential Page 1 of 10