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Selectron
<br />T C H NOLO G I ES, IN C.
<br />Software License Agreement — Exhibit C
<br />This Software License Agreement ( "SLA" or this "Agreement ") is entered into by and between Selectron Technologies, Inc. an Oregon
<br />corporation and its successors and assigns (collectively, "Company "), and the City of Santa Ana, California ( "Customer "), Company
<br />agrees to allow Customer to use Company's computer software and associated media and printed materials, which may or may not
<br />include electronic documentation and documentation available via the Internet (collectively, the "Software "), under the terms and
<br />conditions of this SLA. By signing below, and /or by installing or otherwise using the Software with Company's permission, Customer
<br />agrees to be bound by the terms of this SLA.
<br />1. Grant of License.
<br />Subject to the terms and conditions of this SLA, Company
<br />grants to Customer a non - exclusive, non - sublicensable, non-
<br />transferable and non - assignable (except as specifically set
<br />forth herein), and limited license to install and use the
<br />Software solely during the Term of this Agreement (the
<br />"License "). The License entitles Customer to install and use
<br />the Software at its principal place of business solely on a
<br />single computer (unless Customer is authorized to install and
<br />use the Software on more than one computer, as set forth in
<br />that certain Professional Services Agreement between the
<br />parties), and solely for Customer's internal business use. A
<br />license for each active server, test server, or fail -over server
<br />must be expressly purchased for the specific use of the
<br />Software on each server. Except as otherwise notified by
<br />Company, the Software may not be used in connection with
<br />any software not acquired from Company or recommended
<br />in writing by Company specifically for use with the Software.
<br />Except as expressly set forth in this Section 1, no other right
<br />or license is granted to Customer with respect to the
<br />Software.
<br />Use of the Software requires that Customer use, as part of
<br />the Software, certain third -party Runtime - Restricted Use
<br />Software. By agreeing to this Agreement and installing and
<br />using the Software, Customer agrees to all terms and
<br />conditions set forth in the End User License Agreement(s)
<br />including those attached in Exhibit A.
<br />2. License Fee.
<br />Customer agrees to pay a license fee for the above- granted
<br />license, as set forth in accordance with the terms of that
<br />certain Professional Services Agreement between Company
<br />and Customer (the "License Fee "). The Professional Services
<br />Agreement sets forth a payment schedule and payment
<br />terms for the License Fee, which are incorporated into and
<br />made a part of this Agreement by this reference.
<br />3. Other Rights and Limitations.
<br />3.1 Transfer of Software. Customer may not rent, lease,
<br />distribute, sell, assign, pledge, sublicense, loan, timeshare,
<br />otherwise transfer, or otherwise use the Software for the
<br />commercial or other benefit of third parties, but Customer
<br />may transfer the use of the Software from Customer to a
<br />third party on a permanent basis, provided that (i) Customer
<br />notifies Company of the transfer in advance of the transfer;
<br />(ii) Customer ceases all use of the Software and retains no
<br />copies of the Software after the transfer; and (iii) the third -
<br />party recipient expressly agrees in writing to the terms of this
<br />SLA and providesthe signed SLAto Company, In the eventof
<br />such a transfer, Customer agrees to pay any additional
<br />installation, set -up, or training fees arising out of the transfer
<br />of the Software to the third party (to the extent that the third
<br />party refuses or fails to pay such fees). Customer further
<br />agrees to allow Company or its representatives onto
<br />Customer's premises to ensure that Customer has ceased all
<br />use of the Software and not retained any copies of the
<br />Software.
<br />3.2 Limitation on Reverse Engineering, Decompilation, and
<br />Disassembly. Customer may not, and may not permit any
<br />employee or third party to, reverse engineer, decompile,
<br />translate, or disassemble the Software, or otherwise
<br />determine or attempt to determine any source code,
<br />algorithms, methods, or techniques used or embodied in the
<br />Software, except and only to the extent that applicable law,
<br />notwithstanding this limitation, expressly permits such
<br />activity.
<br />3.3 Other Use Restrictions. Customer may not use the
<br />Software for any purpose other than for use on Customer's
<br />own internal computer networks, as set forth in this SLA.
<br />Customer agrees to comply with all applicable laws, rules,
<br />and regulations in its use of the Software. Customer may not,
<br />and may not permit is employees or any third party to, (i)
<br />modify, translate, or create derivative works based on or
<br />derived from the Software; (ii) remove or alter any copyright,
<br />trademark, or other proprietary notices, legends, symbols, or
<br />labels appearing on or in the Software; (iii) perform, or
<br />release the results of, benchmarl<tests or other comparisons
<br />of the Software with other software, media, or materials;
<br />(iv) permit the Software to be used for or in connection with
<br />processing data or other information on behalf of any third
<br />party; or (v) incorporate the Software or any portion thereof
<br />into any other materials, products, or services.
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