|
Software License Agreement
<br />This Software License Agreement (this "Agreement"), effective as of July 1 , 20 19 (the "Effective
<br />Date"), is by and between THE HOUSING PARTNERSHIP NETWORK, INC., a Massachusetts nonprofit
<br />corporation with its principal place of business located at 1 Washington Mall, 12th Floor, Boston, MA 02108
<br />("Licensor") and The City of South Bend a
<br />Indiana City Government
<br />with offices located at 227 W. Jefferson Blvd. 14S South Bend, Indiana 46601 ("Licensee"). Licensor and Licensee
<br />may be referred to herein collectively as the "Parties" or individually as a "Party."
<br />WHEREAS, Licensor desires to license the Software described in Exhibit A attached hereto to Licensee; and
<br />WHEREAS, Licensee desires to obtain a license to use the Software via Salesforce.com ("Salesforce") for its
<br />internal business purposes, subject to the terms and conditions of this Agreement.
<br />NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for
<br />other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
<br />Parties agree as follows:
<br />1. Definitions.
<br />(a) "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
<br />violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal,
<br />administrative, regulatory, or other, whether at law, in equity, or otherwise.
<br />(b) "Authorized User" means an employee or contractor of Licensee who Licensee permits to access and use
<br />the Software and/or Documentation pursuant to Licensee's license hereunder.
<br />(c) "Documentation" means Licensor's user manuals, handbooks, and/or installation guides relating to the
<br />Software provided by Licensor to Licensee either electronically or in hard copy form/end user
<br />documentation relating to the Software.
<br />(d) "Fannie Mae" means the Federal National Mortgage Association.
<br />(e) "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for,
<br />or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret,
<br />database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms
<br />of protection, in any part of the world.
<br />(f) "Nonpublic Personal Information" means personally identifying information, or other information,
<br />disclosed by Licensee or any Authorized User, or which Licensor or Salesforce acquires, accesses, or
<br />derives in connection with Licensee's use of the Software and Documentation, that either individually or
<br />when combined with other information, could be used to derive information specific to a particular
<br />individual, such as that individual's identity, social security number, driver's license number, telephone
<br />number, credit or debit card number, address, e-mail address, account information, payroll information,
<br />financial information, health information (including, but not limited to, "Protected Health Information," or
<br />"PHI," as defined under HIPAA), employee identification number, criminal or employment history, place
<br />of birth, mother's maiden name, biometric records, or other factors specific to that individual's physical,
<br />mental, economic, financial, or cultural identity.
<br />(g) "Permitted Use" means the use of the Software by an Authorized User for the purpose as outlined in
<br />Exhibit A.
<br />(h) "Referred Housing Professionals" means the mortgage counselors, lenders, and brokers who have been
<br />registered users of Fannie Mae's Home Counselor Online software ("HCO") referred by Fannie Mae to
<br />
|