Software License Agreement & First Addendum to Agreement - The Housing Partnership Network Inc - HUD Client Management System

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Whether or not permitted by this Agreement, all modifications to the Software or Documentation made by Licensee or by any third party acting under or on behalf of Licensee (a "Modification") (i) shall be Licensor's exclusive property, (ii) are subject to the terms and conditions of this Agreement, and (iii) must include all copyright or other proprietary rights notices contained in the original, unmodified version of the Software. Licensee shall provide Licensor with written notice of any such Modifications promptly upon the creation thereof, such notice including sufficient description of the Modification so as to enable Licensor to incorporate the Modification into the Software and/or Documentation, as applicable. Licensee shall execute all documents, and perform such other and further acts, as Licensor may reasonably request from time to time to ensure that all right, title, and interest in and to the Modifications shall be owned by Licensor. Licensee agrees and acknowledges that Licensor shall have no liability whatsoever to Licensee or any third party for any malfunctions, inadequacies, nonperformance, or other difficulties of the Software and/or Documentation resulting from or arising out of any Modification, and Licensor hereby disclaims any and all warranties, whether express or implied, relating to any Modification (as further set forth in Sections 8 and 9 below). Licensor shall not be responsible for any failure or noncompliance relating to reporting requirements of the United States Department of Housing and Urban Development ("HUD") resulting from or arising out of the Software, Documentation, or any Modification. (c) l Oeagiion or lights,. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software. (d) Del v ! . The Software shall be accessible online via Salesforce within five (5) business days following the Effective Date, and shall not be delivered to Licensee by any other means. 3. Licensee ltesoonsibililies. (a) General. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Software, and shall cause Authorized Users to comply with such provisions. (b) Can Source. The Software may contain certain open source software identified on Exhibit A, if any. Licensee understands and acknowledges that such open source software, if any, is not licensed to Licensee pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or license. Licensee shall have only such rights and/or licenses, if any, to use the open source software as set forth in the licenses referenced in Exhibit A. (c) C"hird-Nearly Products and Systems. Licensor may distribute or integrate certain Third -Party Products and Systems with the Software. In order to access certain Third -Party Products and Systems, Licensee may be required to enter into license agreements with the third -party licensors of such Third -Party Products and Systems. For purposes of this Agreement, such Third -Party Products and Systems are subject to their own license terms and the applicable flow -through provisions referred to in Exhibit A. If Licensee does not agree to abide by the applicable terms for such Third -Party Product and System, then Licensee shall not install or use the Software. 4. Su 7 port and Training. (a) Support. Licensor shall provide Licensee with the support services described on Exhibit A, if any, for one (1) year following the Effective Date and thereafter during each Renewal Term. Additional support services may be available for an additional fee.