HomeMy WebLinkAboutContract 52368 i
i-�' CITY SECRETARY
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DENDUM TO END USER LICENSE AGREEMENT
f � cs�c BETWEEN
THE CITY OF FORT WORTH
AND
CASEWARE INTERNATIONAL, INC.
This Addendum to End User License Agreement ("Addendum'j is entered into by and
between CaseWare International, Inc. ("Selleel and the City of Fort Worth("City"),collectively
the"parties",for a purchase of licenses.
The Contract documents shall include the following:
1. The End User License Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached End User License Agreement
(the"Agreemenel,the Parties hereby stipulate by evidence of execution of this Addendum below
by a representative of each party duly authorized to bind the parties hereto,that the parties hereby
agree that the provisions in this Addendum below shall be applicable to the Agreement as follows:
E. Term. The Agreement shall become effective upon the signing of the Agreement
(the "Effective Date) and shall expire May 31, 2019 (1) year after the Effective Date (the
Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement
or otherwise extended by the parties. The Agreement may be renewed for four(4)additional one-
year terms at City's option,each a"Renewal Term."City shall provide Seller with written notice
of its intent to renew at least thirty(30) days prior to the end of each term. The Amount of any
annual period of this contract:shall not exceed$100,000.00
2. Tertninattion.
a. Convenience.Either City or Seller may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach.If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail.The breaching party must cure the breach ten(10)calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time,the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient fiords are
,appropriated by City in any fiscal period for any payments due hereunder,City will notify
Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without pen the City of
4AFC.fmn
Addeadum to Sofhme Liceme?agreement CITY SECRETARVe
1 of 4
FT.WORTH,TX
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date,City shall pay Seller for services actually rendered
up to the effective date of termination and Seller shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination. Upon termination of the Agreement for any reason, Seller shall provide
City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Seller has received access to City information or data as a
requirement to perform services hereunder,Seller shall return all City provided data to City
in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees. Penalties. and Liquidated Damn . To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken,or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue.The Agreement and the rights and obligations of the parties hereto
shall be governed by,and construed in accordance with the laws of the United States and state of
Texas,exclusive of conflicts of laws provisions.Venue for any suit brought under the Agreement
shall be in a court ofcompetent jurisdiction in Tarrant County,Texas.To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. SovereiganImmunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity,such provisions are hereby deleted and shall have no force or effect.
6. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable,City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
7. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect.In the event there is a request for information
marked Confidential or Proprietary,City shall promptly notify Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure.A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
Addendum to Software License Agreement Page 2 of 4
8. Addendum Controlling. If any provisions of the attached Agreement,conflict with
the terms herein,are prohibited by applicable law,conflict with any applicable rule,regulation or
ordinance of City,the terms in this Addendum shall control.
9. lmmigmtion Nationality Act. City actively supports the Immigration&Nationality
Act(INA)which includes provisions addressing employment eligibility,employment verification,
and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees
who perform work under the Agreement. Seller shall complete the Employment Eligibility
Verification Form(1-9),maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon iequest,provide City with copies of all 1-9 forms and
supporting eligibility documentation for each employee who performs work under the Agreement.
Seller shall establish appropriate procedures and controls so that no services will be performed by
any employee who is not legally eligible to perform such services. Seller shall provide City with a
certification letter that it has complied with the verification requirements required by the
Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate the Agreement for violations of this
provision by Seller.
10. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270
of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The
terns"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Seller's
signature provides written verification to City that Seller. (I)does not boycott Israel,and(2)will
not boycott Israel during the terns of the Agreement.
11. Right to Audit. Seller agrees that City shall,at its own cost and until the expiration
of three(3)years after final payment under the Agreement,have access to and the right to examine
any directly pertinent books, documents, papers and records of Seller involving transactions
relating to the Agreement. Seller agrees that City shall have access during normal working hours
to all necessary Seller facilities necessary to conduct an audit of transactions relating to the
Agreement, and shall be provided adequate and appropriate workspace in order to conduct audits
in compliance with the provisions of this section. City shall give Seller reasonable advance notice
of intended audits.
(signature page,follows)
Addendum to Software License Agent Page 3 of 4
Executed this the -1 h day of 2018.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: performance and reporting requirements.
4Ne: Susan Alanis Assistant City Manager
Date: , 'c���o`Z--C By: _
Brian Hiel6an
Approval Recommended: Title: Financial Reporting Manager
Approved as to Form and Legality:
By:
dzza��-
NEEe:AWon Bovos Title: Chief Financial Officer By:
N e: John .SZyAttorney
Attest: Title: Assistan
Contract Aulhorization:
M&C: WA
By. Name: M s Q R
Title: City ecretary
SELLER: AS
CaseWare International,Inc.
By:
Name: P—
Title: {
Date: �yL _
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Addendum to Software License Agreement Page 4 of 4
<ii�� CASEWARE.
End User License Agreement
LICENSE
IMPORTANT - READ CAREFULLY BEFORE INSTALLING. INSTALLING INDICATES
ACCEPTANCE OF A BINDING LEGAL AGREEMENT.
1. Offer
CaseWare International Inc. ("CWI") offers to enter into a binding legal agreement with
the individual, corporation, partnership or other legal entity to which the computer
software and documentation associated with this License was supplied for use (the
"Licensee"). The terms and conditions of this License (the "License Terms") are set out
in this document. The License Terms include terms limiting the liability of CWI.
Depending on what Licensee has ordered, the computer software programs contained
on the currently accessed electronic medium (the"enclosed programs") consist of one
or more programs developed and licensed by CWI generally known as "CaseWare"®,
"CaseWare Working Papers" TM, "Working Papers" TM, "AuditAgent"®, "CaseWare
Connector" TM, "Connector" TM, "CaseWare Financials" TM, "CaseWare Financiers" TM,
"CaseWare Review" TM, "CaseWare Review and Compilation" Tm, "CaseWare Audit" TM,
"CaseWare Auditoria" TM, "CaseWare GoBetween", "CaseWare SDK", "CaseWare
COM", "CaseWare Time" TM, "Practice Administration" TM, "CaseWare Time and Billing"
TM, "TimeAgent" TM, "CaseWare Today" TM, "CaseWare XBRL Benchmarking" TM,
"CaseWare Scenarios" TM, "CaseWare Not For Profit" TM, "CaseWare GASB" Tm,
"CaseWare CAFR" TM, "BizSuite" TM , "CaseWare CPA Canada Engagement
Templates" TM, "CaseWare GDP-CA" TM, "CaseWare CGA Audit Templates" TM,
"CaseWare Audit International" TM, "CaseWare Auditoria Intemacional" TM, "CaseWare
Audit US" TM, "CaseWare SSARS 21" TM, "CaseWare Audit System" TM (collectively,
"CaseWare Programs").
Licensee assumes all responsibility for selection of the enclosed program(s) to achieve
its intended results. Neither Licensee nor any User is relying on the Software or CWI or
anyone else who has been involved in the creation, production or delivery of the
Software for accounting or other professional services.
2. Acceptance of Offer
Opening a package containing physical media containing a copy of the Software and/or
installation and/or Use of the Software, and/or clicking an accept or equivalent button
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displayed in the course of accessing the Software (from physical media or a web site)
constitutes acceptance of the License Terms by Licensee and all Users.
The individual who accepts the License Terms on behalf of Licensee and
each User undertakes to read the License Terms and agrees immediately to return the
Software to the Supplier from whom it came if any of the License Terms are not
accepted. The individual who accepts the License Terms on behalf of Licensee
warrants that he or she has the authority to bind Licensee to the License Terms.
3. Defined Terms
In this License, the enclosed program(s) as modified or supplemented by an
Enhancement or other modification received from a Supplier is/are referred to as the
"Software"; "Supplier" means CWI or its authorized distributor; each object code copy of
the Software and an Enhancement or other modification to the Software received from a
Supplier is referred to as a "Supplied Copy"; a Supplied Copy and copies of it made as
permitted under this License are referred to as "Licensed Copies" and singly as a
"Licensed Copy"; the end user manuals concerning the Software (in printed or
electronic format) received from a Supplier, as modified from time to time by a Supplier,
are referred to as "Documentation"; "Collateral Program" means a computer program
other than a CaseWare Program intended to operate in conjunction with or provide data
to or receive data from a CaseWare Program; "Access Device" means any physical or
electronic key or transferable ID required for a Licensed Program to function supplied by
a Supplier; "Derivative Work" means a computer program made available by Licensee
or an affiliate to third parties which, by reason of its method of interface with a user,
graphical or design elements, structure, workflow organization or other aspect, may be
confused with one or more of the CaseWare Programs; "Enhancement'means any
modification of the Software other than correction of bugs or errors acknowledged by
CWI; "Intellectual Property Rights" means all rights to use, copy, reproduce,
sell, license, enhance, merge, transcribe, adapt or distribute by any means and for any
purpose, including any and all proprietary rights provided under patent law, copyright
law or any other applicable statutory provision or common law principles which may
provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how
generally, including trade secret law, or the expression or use thereof and all
registrations, applications for registration, reissues, extensions, renewals, divisions,
continuations, continuations-in-part, proprietary information, documentation and
improvements relating to the foregoing; "Licensed CPU" means a central processing
unit controlled by Licensee in a multiple user environment accessed by means of a
modem, a network or other means of remote access and/or on a single standalone
computer; "Licensee's Personnel" means Licensee's employees, partners and
individuals who provide services exclusively to Licensee; "Template" means the portion
of a CaseWare Program comprised of either (i) a sample of text, format and/or layout for
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CASEWARE.
presentation and explanation of data that has been processed by a CaseWare Program
and/or disclosure of related information or (ii) a work aid such as a check list or sample
letter; "Benchmark Data" means data either uploaded to or retrieved from CaseWare
Programs or a Template, "User" means Licensee and each individual who makes Use
of a Licensed Copy or uses Documentation under this License; and "Use" means
entering data to be processed by a computer program and/or causing a computer
program to process data and/or causing a computer program to generate a report or
other output in electronic or physical form.
4. Ownership by CaseWare International Inc.
All title, ownership rights, and Intellectual Property Rights in and to the Software,
Documentation and Access Devices throughout the world not specifically granted by
CWI to Licensee shall remain the exclusive property of CWI. CWI shall be the owner of
all Derivative Works and all proceeds thereof.
5. Licensed Rights
Subject to the terms and conditions of this License, CWI grants Licensee the following
non-exclusive rights ("Licensed Rights"):
• to make for Use by means of a Licensed CPU one copy of the Supplied Copy
provided that each such copy must contain all proprietary notices that appear on the
Supplied Copy;
• to permit Use by Licensee's Personnel of Licensed Copies by means of one or
more Licensed CPU's;
• to permit an Access Device to be operated to enable Use of a Licensed Copy;
• to make one copy of a Supplied Copy for archival purposes, provided that such copy
must contain all proprietary notices that appear on the Supplied Copy;
• to permit use of Documentation to assist a User to understand how to operate the
Software;
• to make a copy of Documentation for use by each person authorized to Use the
Software under this License.
6. Terms & Conditions
The Licensed Rights are subject to the following conditions and restrictions:
6.1. The Licensed Rights shall not be exercised for the purpose of enabling or
assisting Licensee or any other person to prepare, for supply in the course of carrying
on a business, a computer software program substitutable in whole or in part for any
of the CaseWare Programs.
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CASEWARE.
6.2. Templates may only be used to gather, select and prepare data for processing
by a CaseWare Program and to present data that has been processed by a
CaseWare Program. A Template may not be distributed to a third party as a
standalone work.
6.3. If the Supplied Copy is not controlled by an Access Device, the aggregate
number of individuals who at any time in a calendar year Use a Licensed Copy (the
"User Pool') shall not exceed the number of persons for whom a license fee invoiced
to Licensee by a Supplier has been paid (the "Permitted Number'). For the purposes
of this License, the Permitted Number is indicated on the invoice issued by a Supplier
in connection with supply of the Supplied Copy.
6.4. In order to validate this License and be able to Use or continue to Use some or
all of the components of the Software, Licensee and each User may be required to
register by telephone, Internet access to a CWI web site or other means as directed
by the Software, provide the information and payment requested by the registration
module and input Licensee's assigned validation key number as requested by the
Software.
6.5. Licensee acknowledges that Licensed Rights may expire in whole or in part on a
specified date and that the Software and/or Enhancement will then become
inoperative in whole or in part if Licensee has not complied with the requirements of
the Supplier for continuation of Licensed Rights after such date.
6.6. Licensee shall ensure that no User:
6.6.1. Uses a Licensed Copy or Documentation except under the terms and
conditions contained in this License;
6.6.2. modifies, translates, reverse engineers, decompiles or disassembles
a Licensed Copy or an Access Device or makes a copy of an Access Device;
6.6.3. creates a Derivative Work or merges a Licensed Copy or Documentation
with another work;
6.6.4. copies a Licensed Copy or Documentation except as permitted under
this License;
6.6.5. rents, leases, transfers or otherwise deals with rights to a Licensed Copy,
Documentation or Access Device;
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<ii�� CASEWARE,
6.6.6. removes any proprietary notices or labels on a Licensed Copy,
Documentation or Access Device;
6.6.7. knowingly uploads inaccurate Benchmark Data to CaseWare Programs.
7. Excess Users
If section 6.3 is applicable and at any time during a calendar year the User Pool
exceeds the Permitted Number, Licensee shall immediately advise its Supplier of same
in writing and pay Supplier's then prevailing license fee for each excess Userand
thereafter the Permitted Number shall be increased by such excess number.
8. Exclusions & Limitations
This License does not grant any right (i) to receive an Enhancement; or (ii) in or in
respect of any computer programs, templates or other works ("Collateral Materials"); or
(iii) any right to use the Trademark "CaseWare®" or any other trademark owned by
CWI. Licensee shall have no rights with respect to the Software other than the Licensed
Rights. Licensed Rights may not be exercised with another computer program if in order
to achieve operability of the Software with such program it would be necessary to
decompile the Software. CWI explicitly disclaims all representations, warranties and
conditions with respect to Collateral Materials.
Title, ownership rights and Intellectual Property Rights in and to content accessed
through the Software is the property of the applicable content owner and may be
protected by applicable copyright or other law. This license grants no rights to such
content.
Licensee acknowledges that a Supplied Copy may require an Access Device and that
the Permitted Number shall not be increased by reason of such limitations or the
absence of any such limitation.
Each User Acknowledges (i) the specific content of the Software and/or the Templates
may not meet all current standards mandated by accounting or other regulatory bodies;
(ii) any sample presentation,documents, letters and disclosures presented by the
Software or Documentation are not designed to be descriptive or complete; (iii) neither
the Software nor Documentation is a substitute for materials, methods or processes
required by applicable law or practice guidelines or as an alternative to the User's
judgement; (iv) that Benchmark Data may have errors or omissions and is provided "as
is"with no guarantee of completeness, accuracy and timeliness and it is the User's
responsibility to ensure the accuracy of the results obtained from the use of this
information and (v) it is the User's responsibility to ensure that appropriate disclosures
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CASEWARE.
are made and applicable standards are met in a manner that meets the requirements of
a particular jurisdiction.
9. Limited Functionality Warranty
9.1. CWI warrants to Licensee, subject to the limitations and conditions contained
herein that for a period of 30 days from the date of delivery of a Supplied Copy (the
'Warranty Period"), the Supplied Copy and related Access Device, if any, if operated
as directed in the Documentation, will substantially achieve the functionality
described in the Documentation.
9.2. This limited functionality warranty shall terminate immediately if:
9.2.1. any modifications are made to the Software other than pursuant to
installation of an Enhancement or maintenance release received from a Supplier;
or
9.2.2. the Software is used on or in conjunction with computer hardware or
computer software other than the unmodified version of computer hardware and
computer software with which the Software was designed to be used as described
in the Documentation; or
9.2.3. any of the events referred to in sections 6.6.1 to 6.6.6 occurs or the terms of
this License are otherwise breached.
9.3. CWI does not represent or warrant that:
9.3.1. the functions contained in the Software will operate in the combinations
which may be selected by a User or will meet such User's requirements;
9.3.2. operation of the Software will not be interrupted or data lost by reason of
defect in the Software including the inability of the Software to process dates
expressed in 2 digit or 4 digit format occurring after December 31, 1999 or by
reason of negligence on the part of a Supplier;
9.3.3. programming errors in the Software will be corrected;
9.3.4. the Software will accept data from, provide data to or otherwise operate in
conjunction with a Collateral Program;
9.3.5. the security mechanism implemented by the Software will meet the User's
requirements.
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Cii��� CASEWARE.
9.4. CWI's sole liability for any breach of this limited functionality warranty shall be, in
CWI's sole discretion:
9.4.1. to advise Licensee how to achieve substantially the same functionality with
the Software as described in the Documentation through a procedure different from
that set forth in the Documentation; or
9.4.2. with respect to an Access Device, to replace the Access Device; or
9.4.3. to refund license fees paid by Licensee for the year in which CWI receives
the notice referred to below.
9.5. CWI shall have no liability under this limited functionality warranty unless it
receives written notice of the particulars of the functionality deficit within the Warranty
Period.
10. Limited Media Warranty
CWI also warrants that the medium containing the Supplied Copy, if provided by CWI, is
free from defects in material and workmanship and will so remain for 90 days from the
date of acquisition of the Supplied Copy. CWI's sole liability for any breach of this
warranty shall be to replace defective media.
11. Collateral Programs Disclaimer
CWI disclaims all representations and warranties with respect to Collateral Programs
whether or not they are supplied to Licensee by a Supplier.
12. Scope of Warranty
CWI will use reasonable commercial efforts to repair, replace, advise or refund pursuant
to the warranties provided for by sections 9 and 10 within 30 days of being so notified.
No CWI dealer, agent, or employee is authorized to make any modifications,
extensions, or additions to the warranties provided for by sections 9 and 10.
THE EXPRESS WARRANTIES AND REPRESENTATION SET FORTH IN SECTIONS
9 AND 10 OF THIS LICENSE ARE ACCEPTED BY LICENSEE AND ALL USERS OF
THE SOFTWARE AND ACCESS DEVICES IN LIEU OF, AND LICENSEE AND
ALL USERS OF THE SOFTWARE AND ACCESS DEVICES WAIVE,ANY AND ALL
OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR
IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SOFTWARE, ACCESS
DEVICES AND THE DOCUMENTATION INCLUDING ANY AND ALL IMPLIED
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CASEWARE,
WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE
(WHETHER OR NOT CWI KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED,
OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER
ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE
TRADE, OR BY COURSE OF DEALING OR HOWSOEVER OTHERWISE ARISING.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT,
CONTRACT, OR OTHERWISE) SHALL CWI OR ANYONE ELSE WHO HAS BEEN
INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE,
AN ACCESS DEVICE OR DOCUMENTATION BE LIABLE TO LICENSEE OR ANY
OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL COMMERCIAL
DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF CWI'S LIST
PRICE FOR A 10 USER LICENSE FOR USE OF THE SOFTWARE AND
DOCUMENTATION, EVEN IF CWI SHALL HAVE BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN
PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
NEITHER CWI NOR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS OF CWI SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY ON
ACCOUNT OF LOSSES OR DAMAGES SUFFERED AS A RESULT OF FINANCIAL
STATEMENTS OR OTHER RECORDS PREPARED IN WHOLE OR IN PART WITH
THE SOFTWARE BEING INACCURATE OR NOT CONFORMING TO GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, HOWSOEVER ARISING.
13. Indemnity
Licensee shall, indemnify and save harmless CWI and its directors, officers and
employees from and against all claims, costs (including reasonable attorney's fees),
damages and losses of every nature and kind which may be suffered by reason of a
third party making a claim based on any representation made or other step taken
by Licensee. Where the Licensee is a government entity, indemnification by a Licensee
shall only be enforceable to the extent allowed by the local, state or provincial, and
national laws of the Licensee's place of governmental operations, and if unenforceable
under such laws this indemnity shall be void ab initio.
14. Termination of License
Without prejudice to CWI's other remedies, the Licensed Rights will terminate as
contemplated by section 6.5 or 6.4 if it is applicable and will terminate automatically if
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a Licensed Copy or the Software is used other than as permitted by this License, any of
the events referred to in sections 6.6.1 to 6.6.6 occurs or the terms of this License are
otherwise breached. CWI shall have the right to terminate or suspend Licensed Rights
on notice to Licensee, if any amount owing to a Supplier by Licensee is not paid upon
falling due. On termination of Licensed Rights, all copies of the Software and
Documentation shall be destroyed forthwith and all Access Devices shall be returned to
the Supplier from which they were received.
15. General Terms
This License represents the complete agreement concerning the Software, Access
Devices and Documentation and supersedes all prior agreements and representations
between Licensee and CWI. This License may be amended or supplemented only by a
written instrument (i) duly signed on behalf of CWI and Licensee or(ii) delivered in
physical or electronic format by CWI and accepted on behalf of Licensee by one of the
methods referred to in section 2. The acceptance by a Supplier of any purchase order
or other request or offer is expressly made conditional on the assent of the ordering
party to the terms set forth herein and not those contained in the purchase order or
other request or offer insofar as the order terms conflict with or vary the terms of
this License. Headings are for reference purposes only and shall not affect the
construction or interpretation of this License.
If any provision of this License is held to be unenforceable for any reason, such
provision shall be reformed only to the extent necessary to make it enforceable and the
balance of the License shall remain valid and enforceable according to its terms.
This License shall be governed by and construed under the law applicable
to agreements between residents of the Province of Ontario, Canada entered into and
to be performed within Ontario, Canada. The Software is protected by copyright laws
throughout the world. The application of the United Nations Convention on Contracts for
the International Sale of Goods is expressly excluded.
Licensee attoms to the jurisdiction of the courts of the Province of Ontario.
CWI eula 082117-1
® Registered trademark owned by CaseWare International Inc.
TM trademark owned by CaseWare International Inc.
! Toronto ON -f. www.caseware.com