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HomeMy WebLinkAboutContract 41880 (2):sin -NI E R TAR t ., �F`4TRA � T SOFTWARE LICENSE AGREEMENT This Software License Agreement is made and entered into as of the ,1- day of Aft , 204 (the "Effective Date"), by and between di r'&&f Letr'Lt&!m (the "Licensee" or "City"), City of Fort Worth, a Texas municipal corporation with is principal place of business at 1000 Throckmorton Street Fort Worth, Texas 76102, and Tiburon, Inc., a Virginia corporation, with its principal place of business at 6200 Stoneridge Mall Road, Suite 400, Pleasanton, California 94588 ("Tiburon"). RECITALS WHEREAS, Tiburon has developed certain software applications that have been installed on the Licensee's automated computer system and the Licensee desires to obtain a license and right to use such software applications on such system in accordance with the terms, and subject to the conditions, set forth below; and WHEREAS, Tiburon has the right to sublicense certain software applications developed by third parties that have been installed on the Licensee's automated computer system and the Licensee desires to obtain a sublicense and right to use such third party software applications on such system in accordance with the terms, and subject to the conditions, set forth below; NOW THEREFORE, in consideration of the mutual covenants contained herein this Agreement, the Licensee and Tiburon hereby agree as follows: Termination of Previous Agreement: AGREEMENT Execution of this Agreement hereby terminates the previously executed Software License Agreement, Exhibit 6 to the System Implementation Agreement, City Secretary Contract ("CSC") No. 29948, effective April 8, 2004. This Agreement shall supersede CSC No 29948 and accordingly shall govern the relationship between the parties. All effective quotes, proposals, enhancements, conditions, warranties and covenants for the licensing of Tiburon Software that were previously agreed to by the parties and are effective as the date of execution of this Agreement are hereby ratified, incorporated herein, and shall be governed by the terms and conditions of this Agreement. 1. Definitions The following definitions apply to the terms used within this Agreement: 1.1. "Agreement" shall mean this Software License Agreement and its exhibits, as the same may from time to time be amended in accordance with the terms hereof. 1.2. "As -Built Specification Document" shall mean, with respect to any Licensed Application, the document setting forth the specifications for such Licensed Application delivered upon acceptance of the Licensed Application in accordance with the applicable implementation agreement, as such specifications may thereafter be modified or supplemented from time to time to reflect Enhancements subsequently provided by Tiburon. 1.3. "Authorized Server" shall mean, with respect to any _Lic`ed__pp_la ation, the server identified as corresponding to such Licensed Application on Exhibit I attached hereto and in orporated herein by this reference. r ;#.; '; ri u:914zJ, r 1.4. "AuthorizedSite"shall } °:. ' j' Asji, sal mean, with respect to ari yACI dr! rver, headdress and room p Y , number identified as corresponding to such Authorized Server onl#itnftathed, hereto and incorporated Page 1 of 9 Updated 5/25/2011 Tiburon Software License Agreement herein by this reference. 1.5. "Derivative Works" shall mean, with respect to any Licensed Application, any translation abridgement, revision, modification, or other form in which such Licensed Application may be recast, transformed modified, adapted or approved after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement. 1.6. "Documentation" shall mean any written, electronic, or recorded work that describes the use functions, features, or purpose of the System or any component or subsystem thereof, and that is published or provided to the Licensee by Tiburon, Tiburon's subcontractors or the original manufacturers or developers of third party products provided to the Licensee by Tiburon, including, without limitation, all end user manuals, training manuals, guides, program listings, data models, flow charts, logic diagrams, and other materials related to or for use with the System. 1.7. "Effective Date" is defined in the preamble hereof. 1.8. "Enhancement" shall mean, with respect to any Licensed Application, a computer program modification or addition, other than a Maintenance Modification, that alters the functionality of, or adds new functions to, such Licensed Application and that is integrated with such Licensed Application after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement, or that is related to a given Licensed Application but offered separately by Tiburon after acceptance of the As -Built Specifications for such Licensed Application in accordance with this Agreement. The Enhancement shall become a Licensed Application upon acceptance by the Licensee 1.9. "Error" shall mean, with respect to any Licensed Application a defect in the Source Code for such Licensed Application that prevents such Licensed Application from functioning in substantial conformity with the As -Built Specifications with respect thereto. 1.10. "Licensed Application" shall mean each of the software applications set forth on Exhibit 1 attached hereto and incorporated herein by this reference, which software applications were developed by Tiburon and furnished to the Licensee in conformity with the As -Built Specifications with respect thereto, together with all Derivative Works, all Maintenance Modifications and all Documentation with respect thereto. Licensed Applications shall consist of Object Code and shall include any accepted Enhancements. 1.11. "Licensee" is defined in the preamble hereof. 1.12. "Maintenance Modifications" shall mean, with respect to any Licensed Application, a computer software change to correct an Error in and integrated into, such Licensed Application, but that does not alter the functionality of such Licensed Application and that is provided to the Licensee by Tiburon after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement. 1.13. "Object Code" shall mean computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse -assembly, reverse -compiling, or reverse -engineering. 1.14. "Source Code" shall mean computer programs written in higher -level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated to Object Code for operation on computer equipment through the process of compiling. 1.15. Sublicensed Applications" shall mean the software application specified on Exhibit 1 attached hereto developed by any source external to Tiburon, such as a subcontractor, distributor, re seller, personal computer software supplier or system software supplier, and furnished to the Licensee by Tiburon for integration into the System. Sublicensed applications shall include any accepted Enhancements provided Page 2 of 9 Updated 5/25/2011 Tiburon Software License Agreement by an external source authorized by Tiburon to provide sublicensed applications for integration into the system. 1.16. ` System ' shall mean the Licensee's computer automated system consisting of the Licensed Applications combined with any of the Authorized Servers, the operating systems installed on each of the Authorized Servers, any database or other third party software products installed on any of the Authorized Servers, any PC or other workstation equipment having access to any of the Licensed Applications, any communications interfaces installed on any of the Authorized Servers, any network communications equipment and any other third party software, wiring, cabling and connections and other hardware relating to any such Authorized Servers, workstation or network communications equipment located at any of the Authorized Sites. 1.17. "Tiburon" is defined in the preamble hereof. 1.18. "Tiburon Confidential Information" is defined in Section 6.1 hereof. 2. Licenses and Restrictions 2.1. Grant of Licenses. Subject to the conditions set forth in Section 2.2 hereof, Tiburon hereby grants to the Licensee, pursuant to the terms and conditions hereof, a perpetual, nonexclusive, nontransferable license: (a) to use each Licensed Application and each Sublicensed Application, in Object Code only, on the Authorized Server with respect thereto and at the Authorized Sites with respect thereto; (b) to conduct internal training and testing on each Licensed Application and each Sublicensed Application; (c) to perform disaster recovery, backup, archive and restoration testing, and implementation with respect to each Licensed Application and each Sublicensed Application; (d) to make no more than two (2) archival copies of any Licensed Application or Sublicensed Application, provided that each copy of any Licensed Application shall include Tiburon's copyright and other proprietary notices and each copy of any Sublicensed Application shall include the copyright and other proprietary notices required by the developer of such Sublicensed Application 2.2. Conditions to Grant of Licenses. No grant of any license or right pursuant to Section 2.1 hereof with respect to any Licensed Application or any Sublicensed Application shall be effective and the Licensee shall have no license or right to use such Licensed Application or such Sublicensed Application, until such Licensed Application or such Sublicensed Application has been accepted by the Licensee in accordance with the acceptance terms set forth in the applicable agreement and all license fees sublicense fees or royalties with respect to such Licensed Application or such Sublicensed Application have been paid in full in accordance with the payment terms set forth in the applicable agreement 2.3. Restrictions on Use (a) The Licensee agrees to use the Licensed Applications and the Sublicensed Applications only for the Licensee's own use. The Licensee shall not allow use of any Licensed Application or any Sublicensed Application by any parent, subsidiaries, affiliated entities or other third parties, or allow any Licensed Application or any Sublicensed Application to be used on other than on the Authorized Server at the Authorized Site with respect thereto. (b) Except as otherwise specifically set forth in Section 2 1 hereof, the Licensee shall have no right to copy any Licensed Application or any Sublicensed Application Any copy of any Licensed Application (whether or not such copy is permitted) shall be the exclusive property of Tiburon. Page 3 of 9 Updated 5/25/2011 Tiburon Software License Agreement Any copy of any Sublicensed Application (whether or not such copy is permitted) shall be the exclusive property of the developer of such Sublicensed Application. The Licensee shall not distribute or allow distribution of any Licensed Application or any Sublicensed Application or any Documentation or other materials relating thereto without Tiburon's prior written consent. (c) The Licensee's license and right to use the Licensed Applications and the Sublicensed Applications is limited to a license and right to use only the Object Code relating thereto The Licensee shall have no license or right with respect to the Source Code for any Licensed Application or any Sublicensed Application. (d) The Licensee shall not, and shall not permit any other party to make any alteration, modification or enhancement to any Licensed Application or any Sublicensed Application unless, and only to the extent, specifically authorized by Tiburon. The Licensee shall not, and shall not permit any other party to, disassemble, de -compile or reverse engineer any Licensed Application or any Sublicensed Application. (e) The Licensee shall not use any Licensed Application or any Sublicensed Application, and shall not permit any third party to use any Licensed Application or any Sublicensed Application for processing data of any entity other than the Licensee. 3. Ownership. Except for the rights expressly granted therein pursuant to Section 2 hereof, Tiburon shall at all times retain all right, title and interest in and to each Licensed Application and all copies thereof (whether or not permitted), including all Derivative Works, Maintenance Modifications, Enhancements and Documentation with respect thereto (whether or not developed by Tiburon) and the respective owners of the Sublicensed Applications shall retain all right, title and interest in and to each Sublicensed Application and all Derivative Works thereof. By this Agreement, the Licensee hereby assigns to Tiburon any and all rights it may have or later acquire to any and all Derivative Works (whether or not developed by Tiburon). 4. Term and Termination 4.1. Effective Date. This Agreement shall take effect on the Effective Date after (i) it has been fully executed by duly authorized representatives of both parties, and (ii) Tiburon's receipt of written notification from the Licensee that any certification or approval of this Agreement required by statute, ordinance, or established policy of the Licensee has been obtained. 4.2. hereof. Term. This Agreement shall continue in effect until terminated as set forth under Section 4.3 4.3. Termination. The Licensee may terminate this Agreement by providing thirty (30) days prior written notice to Tiburon of its intent to do so. Tiburon may terminate this Agreement immediately if the Licensee breaches any material provision of this Agreement. 4.4. Effect of Termination. Upon termination of this Agreement, all licenses granted to the Licensee hereunder shall be revoked. Upon termination of this Agreement, (a) the Licensee shall return to Tiburon, within ten (10) business days of such termination, all Tiburon Confidential Information and all devices, records, data, notes reports, proposals lists, correspondence, specifications, drawings, blueprints sketches materials, equipment other documents or property relating thereto and all copies of any of the foregoing (in whatever medium recorded); (b) the Licensee shall discontinue all use of the Licensed Applications and the Sublicensed Applications; and (c) the Licensee shall certify in a written document signed by an authorized representative that the material specified in the preceding clause (a) has been returned to Tiburon, that all copies of the Licensed Applications and the Sublicensed Applications have been permanently deleted or destroyed, and that all use of the Licensed Applications and the Sublicensed Applications has been discontinued. The expiration or termination of this Agreement will not relieve the Licensee of its obligations under Section 6 hereof regarding Tiburon Confidential Information. Page 4 of 9 Updated 5/25/2011 Tiburon Software License Agreement 5. Limited Warranties and Liability 5.1. Warranty THE LICENSED APPLICATIONS ARE LICENSED "AS IS". NO EXPRESS OR IMPLIED WARRANTIES FOR THE LICENSED APPLICATIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE CREATED BY THIS S OFTWARE LICENSE AGREEMENT. 5.2. Limitation of Liability. NEITHER TIBURON NOR ANY PERSON ASSOCIATED WITH TIBURON SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF TIBURON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING BUT N OT LIMITED TO LOSS OF ANTICIPATED BENEFITS OR PROFITS RESULTING FROM THE OPERATION OR FAILURE TO OPERATE OF THE LICENSED PROGRAMS. THIS CLAUSE SHALL S URVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY FOR BREACH OF WARRANTY OR ANY OTHER P ROVISION OF THIS AGREEMENT. 6. Confidential Information 6.1. Tiburon Confidential Information. The Licensee agrees to maintain the confidentiality of any Tiburon Confidential Information (as defined below) and to treat such information with the same degree of care and security as it treats its own most confidential information. The Licensee shall not without Tiburon's prior written consent disclose such information to any person or entity other than to the Licensee's e mployees or consultants legally bound to abide by the terms hereof and having a need to know such information, or sell, license, publish, display, distribute or otherwise use such information except as authorized by this Agreement. The term `Tiburon Confidential Information" shall include all Licensed Applications and any other Tiburon software applications (whether or not licensed to the Licensee) all Sublicensed Applications, and all Derivative Works Enhancements, Maintenance Modifications and Documentation with respect thereto as well as any written information of a confidential nature clearly labeled by Tiburon as being confidential or otherwise indicated by Tiburon in writing as being confidential. The Licensee understands and agrees that Tiburon Confidential Information constitutes a valuable business asset of Tiburon, the u nauthorized use or disclosure of which may irreparably damage Tiburon. In the event of the Licensee's breach or threatened breach of any of the provisions in this Agreement, Tiburon shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining the Licensee from any u nauthorized use or disclosure of any Tiburon Confidential Information. 6.2. Exclusions. Notwithstanding Section 6.1 hereof, Tiburon Confidential Information shall not include information which the Licensee can demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on the part of the Licensee, generally known or available or otherwise part of the public domain; (b) is rightfully known by the Licensee without restriction on use prior to its first receipt of such information from Tiburon as evidenced by its records; (c) is hereafter furnished to the Licensee by a third party authorized to furnish the information to the Licensee, as a matter of right and without restriction on disclosure; (d) is the subject of a written permission by Tiburon to disclose; or (e) is required to be disclosed by law, rule regulation or court order.. 6.3. Exceptions Notwithstanding Section 6.1 hereof, disclosure of Tiburon Confidential Information shall not be precluded if: (a) such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof including the Texas Public Information Act and the Freedom of Information Act ("FOIA"); provided however, that the Licensee shall first have given sufficient notice as permitted by law to Tiburon to allow Tiburon to make a reasonable effort to obtain a protective order requiring that the information to be disclosed be used only for the purposes for which the order was issued; Page 5 of 9 Updated 5/25/2011 Tiburon Software License Agreement (b) such disclosure is necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary for such purpose; or (c) the Licensee received the prior written consent to such disclosure from Tiburon, but only to the extent permitted in such consent. 6.4. Survival. Unless mutually agreed otherwise in writing, the obligations hereunder with respect to each item of Tiburon Confidential Information shall survive the termination or expiration of this Agreement 7. Miscellaneous 7.1. Relationship. The relationship created hereby is that of Licensor and Licensee. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and shall have no power or authority to bind or obligate the other in any manner to any third party. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. 7.2. No Rights in Third Parties. This Agreement is entered into for the sole benefit of the Tiburon and the Licensee and where permitted above, their permitted successors, executors, representatives administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage or any other relief in law or equity in connection with this Agreement. 7.3. Entire Agreement. This Agreement sets forth the final, complete and exclusive agreement and understanding between Tiburon and the Licensee relating to the subject matter hereof and supersedes all quotes, proposals understandings, representations, conditions, warranties covenants, and all other communications between the parties (oral or written) relating to the subject matter hereof. Tiburon shall not be bound by any terms or conditions contained in any purchase order or other form provided by the Licensee in connection with this Agreement and any such terms and conditions shall have force or effect. No affirmation, representation or warranty relating to the subject matter hereof by any employee, agent or other representative of Tiburon shall bind Tiburon or be enforceable by the Licensee unless specifically set forth in this Agreement. 7.4. Amendments. No amendment or other modification of this Agreement shall be valid unless pursuant to a written instrument referencing this Agreement signed by duly authorized representatives of each of the parties hereto. 7.5. Assignment. Neither party hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided however, that Tiburon may assign this Agreement to its successor in connection with a sale of its business without obtaining consent of any party. Subject to the foregoing, each and every covenant, term, provision and agreement contained in this Agreement shall be binding upon and inure to the benefit of the parties' permitted successors, executors, representatives, administrators and assigns. Any assignment attempted in contravention of this section will be void. 7.6. Governing Law. All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Agreement shall in all respects be governed by and determined in accordance with the laws of the State of Texas without giving effect to the choice of law principles thereof. The United Nations Convention on the International Sale of Goods shall not apply to any transactions contemplated by this Agreement. 7.7. Arbitration. All questions concerning the validity, operation, interpretation, construction and Page 6 of 9 Updated 5/25/2011 Tiburon Software License Agreement enforcement of any terms, covenants or conditions of this Agreement, or the breach thereof, may, if agreed to by the parties be submitted to and resolved by final and binding arbitration by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The parties understand and agree that the arbitration will be instead of any civil litigation, except that either party may petition a court for a provisional remedy or preliminary injunction under applicable law to protect its immediate interest, and that the arbitrator's decision will be final and binding to the maximum extent permitted by law and enforceable by any court having jurisdiction thereof. 7.8. Venue. All legal proceedings brought in connection with this Agreement may only be brought in a state or federal court located in the State of Texas Tarrant County. Each party hereby agrees to submit to the personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in connection with this Agreement. 7.9. Waiver. In order to be effective, any waiver of any right, benefit or power hereunder must be in writing and must be signed by an authorized representative of the party against whom enforcement of such waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right, benefit or power hereunder on a specific occasion shall be applicable to any facts or circumstances other than the facts and circumstances specifically addressed by such waiver or to any future events, even if such future events involve facts and circumstances substantially similar to those specifically addressed by such waiver. No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be required to give notice to the other party, or to any other third party, to enforce strict adherence to all terms of this Agreement. 7.10. Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. 7 11. Survival of Provisions. All provisions of this Agreement that by their nature would reasonably be expected to continue after the termination of this Agreement, including but not limited to Section 6.1, will survive the termination of this Agreement. 7.12. Notices. All notices requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being deposited with the United States Postal Service for delivery by certified or registered mail, postage pre paid and return receipt requested. All notices and other communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mad, postage pre -paid and return receipt requested Either party may from time to time change the notice address set forth below by delivering notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective To Tiburon: Tiburon, Inc. Attn: Contract Administrator 6200 Stonendge Mall Road, Suite 400 Pleasanton, California 94588 Phone: 925-621-2700 Fax: 925-621-2799 Page 7 of 9 Updated 5/25/2011 Tiburon Software License Agreement To Licensee: City of Fort Worth, Texas Attention Melony Ebel, Records Division Manager 350 West Belknap Street Fort Worth, Texas 76102 Phone: 817-392-4161 Fax: 817-392-4173 7.13. Construction. The paragraph and section headings used in this Agreement or in any exhibit hereto are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. 7.14. Counterparts This Agreement may be signed in two or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. [Signature Page Follows] Page 8 of 9 Updated 5/25/2011 Tiburon Software License Agreement SIGNATURE PAGE 4� E� EC�TED in multiple original on this, the % ' day of riui�v . ACCEPTED AND AGREED: CITY OF FORT WORTH: By: �..4J��� Charles Daniels Assistant City Manager Date'. (O �'�"// APPROVED AS TO FORM AND LEGALITY: By. Maleshia B. Farmer Assistant City Attorney Contract Authorization: nn&c -,24/13 3 Approved: l� -•7-� 11 TIBURON, INC. _fain JG�LQr( Name: Date: 6 d $'r l r Updated 5/25/2011 Marty Hendrix City Secretary 2011. APPROVAL RECOMMENDED* By: aatit,cu. 7 Page9of9 e [ttif Ijalstead 6 ` .1 0.,1 Chief of Police OFFICIAL RECORD CITY SECRETARY • FtWORTH,TX Tiburon Software License Agreement OclUcgUAQ 19' '44 41bASt.aca EXHIBIT 1 To Software License Agreement LICENSED APPLICATIONS AND AUTHORIZED ENVIRONMENTS This Exhibit is attached to, incorporated into and forms part of the Software License Agreement, dated .4iaNE- /.5f 2011, between the Licensee and Tiburon (herein referred to as the "Agreement"). Capitalized terms used herein shall have the definitions set forth in the Agreement, unless otherwise defined herein. In the event of conflict between the terms and conditions set forth herein and those set forth in the Agreement, the terms and conditions set forth in the Agreement shall prevail. LICENSED APPLICATIONS The following software applications constitute Licensed Applications under the Agreement The server and site locations corresponding to each Licensed Application shall constitute the Authorized Server and Authorized Site with respect to such Licensed Application for purposes of the Agreement. Quantity/Type RMS/ARS Name of Application Address and Room Number of Authorized Site of Authorized Server Tiburon Modules for the 7 6 or upgraded versions as purchased SUBLICENSED APPLICATIONS 350 W. Belknap St. Fort Worth, TX 76102 2nd floor IT room The following software applications constitute Sublicensed Applications under the Agreement. The server and site locations corresponding to each Sublicensed Application shall constitute the Authorized Server and Authorized Site with respect to such Sublicensed Application for purposes of the Agreement. Quantitv/Tvpe Name of Application Address and Room Number of Authorized Site of Authorized Server Coplogic-Web based Same as RMS servers online reporting system Page 1 of 1 Updated 5/25/2011 Tiburon Software License Agreement