Software License Agreement for Snap-On Credit LLC
EXHIBIT
10-27
Software
License Agreement for Snap-On Credit LLC
This
Agreement is effective June 3, 2005, by and between Communication Intelligence
Corporation, 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxx, Xxxxxxxxxx 00000
a
Delaware corporation (“CIC”) and Snap-on Credit LLC (“Licensee”).
1. License
Grant. CIC hereby grants Licensee a non-exclusive license to use CIC’s products
and related documentation, if any, listed in Appendix A (the "Product" or
"Products") pursuant to the terms hereof including the attached Appendices
that
are incorporated by reference. Each unit of Product may be used on one computer
and Licensee may make one copy of the Product in machine-readable form for
backup purposes only. CIC reserves all rights not otherwise expressly granted
to
Licensee in this Agreement. This license is not a sale and no rights are granted
to Licensee with respect to any source code, trade secrets, trademarks,
copyrights or other intellectual property that is incorporated into or related
to the Product except as otherwise expressly provided for herein. Any
modifications made to the Product, whether made by CIC or Licensee, shall be
the
sole and exclusive property of CIC. Licensee agrees and certifies that neither
the Product nor any other technical data received from CIC, nor the direct
product thereof, will be exported outside the United States except as permitted
by the laws and regulations of the United States.
2.
License
Fees and Payment Terms and Porting Services, Fees, and Payment Terms. See
Appendix B.
3. End-User
Support and Support to Licensee. Maintenance and support terms are delineated
in
Appendix C.
4. Disclaimer
of Warranty. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, CIC MAKES NO
WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCT, SOFTWARE, DOCUMENTATION,
OR
ANY PORTION, COPY OR COMPONENT THEREOF, TO LICENSEE OR TO ANY OTHER PERSON;
ALL
ARE PROVIDED "AS IS."
5. Limited
Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CIC AND ITS SUPPLIERS
EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, AND SUCH ARE HEREBY EXCLUDED AND THE LIABILITY OF
CIC,
IF ANY, FOR DAMAGES RELATING TO ANY PRODUCT, SOFTWARE, DOCUMENTATION, OR ANY
PORTION, COPY OR COMPONENT THEREOF, FOR ANY REASON, WILL BE LIMITED TO THE
ACTUAL LICENSE FEE PAID BY LICENSEE WITH RESPECT TO SUCH ITEM OR, AT CIC'S
SOLE
DISCRETION, REPLACEMENT OF THE ITEM AT CIC'S EXPENSE, AND WILL IN NO EVENT
INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF CIC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Exclusion
of Warranties on Account of Licensee Modifications. If any modifications are
made to the Products by Licensee or any person, any warranty shall be
immediately terminated. Correction for difficulties or defects traceable to
Licensee's errors or systems changes may be made at CIC's discretion and shall
be billed at CIC's standard time and material charges.
7 Proprietary
Rights. Licensee acknowledges that CIC owns and will retain all copyright,
trademark, patent, trade secret and other proprietary rights in the Product,
any
component thereof, and the marks, names, logos and designations of CIC used
therewith worldwide (collectively, the "CIC Marks"). Licensee will use
reasonable efforts to protect CIC's proprietary rights. Licensee agrees to
use
the appropriate trademark symbol (either "TM"
or
"â")
as
designated by CIC in superscript and clearly indicate CIC's ownership of the
CIC
Marks in any of Licensee's literature that mentions the Product. Licensee shall
use the CIC Marks in accordance with CIC's reasonable instructions as
communicated in writing to Licensee from time to time. Licensee shall not remove
any proprietary designations included in the Product by CIC.
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8. Confidentiality.
Licensee acknowledges that in connection with this Agreement it will receive
information confidential and proprietary to CIC. Licensee agrees not to use
such
information except in performance of this Agreement, and not to disclose such
information to any other party. CIC agrees not to use information received
from
Licensee marked as confidential except in performance of this Agreement, and
not
to disclose such information to any other party. To the extent that Licensee
and
CIC have executed a separate confidentiality agreement related to the subject
matter of this Agreement, and the terms of such separate agreement provide
a
higher level of protection or delineate obligations and/or responsibilities
with
a higher degree of specificity than this Agreement the terms of such separate
agreement shall control the parities confidentiality obligations and
responsibilities and such terms are hereby incorporated herein by reference.
9. Infringement
and Indemnity. If notified promptly in writing, and given sole control of the
defense and all related settlement negotiations, CIC will indemnify, hold
harmless and defend Licensee, its officers, directors, employees and agents
from
and against claims, losses, liabilities, demands, damages and costs and expenses
in connection with a claim by a third party that the Product infringes a U.S.
copyright, or patent. CIC will pay any costs, damages and attorney fees finally
awarded by a court with regard to such third-party claims, up to the amount
of
license fees received by CIC hereunder, to the extent such claims are grounded
on such copyright or patent infringement. CIC will have no liability for, and
Licensee will defend and indemnify (including reasonable attorney fees and
costs
of litigation) CIC against, any claim arising from or based upon (a) any
combination, operation or use of any Product with any equipment, data or
programming not approved by CIC; (b) any alteration or modification of the
Product Licensee makes without the prior written consent of an officer of CIC;
and (c) any act, omission, representation of Licensee related to the Product
other than in conformance with this Agreement. For any Product that becomes
or
in CIC's opinion is likely to become the subject of a copyright, patent
infringement or other intellectual property action, CIC may, at its sole option
and expense, procure the right for Licensee to continue using such Product
or
replace or modify the Product to become non-infringing.
10. Term
and
Termination. This Agreement is for an initial term expiring one (1) year from
the effective date hereof and shall be automatically renewed for successive
one
year terms unless either party notifies the other, in writing, one month prior
to the expiration of the original term, or any renewal term, of its intent
not
to renew or unless this Agreement is otherwise terminated pursuant to the
provisions hereof. Upon written notice to the other party either party may
terminate this Agreement at any time in the event that the other party
materially breaches this Agreement and fails to cure such breach within 15
days
after receiving notice of such breach.
11. Survival.
Upon expiration or termination of this Agreement, Licensee will remain liable
for all amounts due hereunder as of the effective date of such expiration or
termination. The provisions of Sections 4, 5, 6, 7, 8, 9, 11 and 13 will survive
expiration and termination of this Agreement. The license grant pursuant to
Section 1 hereof shall also survive termination and expiration of this Agreement
for those units of Product shipped to and paid for by Licensee, except to the
extent that this Agreement is terminated by CIC for material breach, which
includes but is not limited to breach of Licensee’s confidentiality obligations
and infringement of CIC’s intellectual property rights.
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12. Publicity.
Within thirty days of the Effective Date hereof, CIC and Licensee shall issue
a
joint press release announcing the parties' relationship under this Agreement.
Such release shall be jointly approved by the parties such approval shall not
be
unreasonably withheld or delayed. In connection with License's references to
the
Product, Licensee shall include appropriate CIC logos and trademarks in its
materials and manuals in accordance with the provisions of Section 7 hereof.
Within six months of effective date Licensee shall use reasonable commercial
efforts to cooperate with CIC in creating a case study describing Licensee’s
usage, benefit and ROI related to the Product. CIC shall be allowed to use
such
case study for the purpose of promoting, marketing and selling its products.
13. Governing
Law and Severability. This Agreement will be governed by and construed in
accordance with the local laws of the State of California without regard to
those provisions related to choice of law. This Agreement will not be governed
by the United Nations Convention for the international sale of goods, if
applicable. Any disputes shall be heard by the state or federal courts with
jurisdiction to hear such disputes in San Mateo County, California. If for
any
reason a court of competent jurisdiction finds any provision of this License,
or
portion thereof, to be unenforceable, that provision of the License shall be
enforced to the maximum extent permissible so as to effect the intent of the
parties, and the remainder of this License shall continue in full force and
effect.
14. Entire
Agreement. This Agreement and the Appendixes hereto, which are incorporated
by
reference, constitute the entire agreement between the parties pertaining to
the
subject matter hereof, and all written or oral statements and representations
previously made or existing between the parties pertaining to such subject
matter are expressly superseded. Any amendments to this Agreement must be in
writing signed by the parties.
15. No
Waiver. No waiver of any provision of or any right or remedy under this
Agreement shall be effective unless in writing and executed by the party waiving
the right. Failure to properly demand compliance or performance shall not
constitute a waiver of a party's rights hereunder.
16. Assignment.
Neither party may assign this Agreement without the prior written consent of
the
other party, which consent shall not be unreasonably withheld or delayed. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective allowed successors and assigns.
17. U.S.
Government Restricted Rights.
The
Software and Documents are provided with RESTRICTED RIGHTS. Use, duplication,
or
disclosure by the U.S. Government is subject to restrictions as set forth in
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial
Computer Software - Restricted Rights at 48 CFR 52.227-19 and successors
thereof, as applicable. Contractor/manufacturer is Communication Intelligence
Corporation, 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxx, XX
00000-0000.
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In
Witness whereof, the parties hereto have executed this Agreement effective
as of
the date first written above.
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Licensee
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By:
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By:
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Title:
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Title:
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Date:
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Date:
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APPENDIX
A
PRODUCT
AND SPECIFICATIONS
Sign-it
for Acrobat
Sign-it
for Acrobat is a software application designed to give Acrobat users the ability
to capture and embed handwritten and optionally, other types of e-signatures
in
any type of Adobe document. While capturing a handwritten e-signature, Sign-it
captures and retains the underlying biometric information that uniquely
describes the signatory. The binding and analysis feature of Acrobat allows
the
document recipient to check the document for document content to e-signature
integrity ensuring that any and all modifications or changes made to a signed
document will immediately be detected. Sign-it is integrated into the
architecture of Adobe Acrobat that utilizes Acrobat's digital signature
functions with Sign-it for document tracking, which provides an audit trail
of
all changes. If changes are noted, you can "roll back" the document to review
these changes. You can also compare two versions of a signed document.
Signatures
are protected with 3DES encryption and hashing using the SHA-1 message digest
algorithm. The product also provides an audit history of the document with
regard to name, date, time, reason for signing and if the document was changed
after signing. Signatures can be entered in real time or verified against a
user’s biometric template or as a signature “stamp” (the latter two require
Signature One for profile creation and administration) onto a document. A
‘stamp’ is a graphical representation of a handwritten signature that is stored
in a database and protected with a password.
Key
Features & Benefits:
| Ø |
Simply
User Interface: Prompts the signer to enter (optionally, automatically
populates) necessary data describing the signing
event
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| Ø |
Flexible
methods of signing: Sign documents with a simple click of the mouse,
handwritten signature, biometrically verified signature, voice, signature
stamp, fingerprint or PIN/PWD.
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| Ø |
Display
of validation status: Display validation status to ensure that recipient
has ability to visually discern the validity of the
document.
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| Ø |
Secure:
Uses Secure Hash Algorithm (SHA-1) , Triple DES encryption and X.509v3
digital certificates to create a secure “Ceremony Token” that includes the
signature, document hash and Ceremony
data.
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| Ø |
Review
& Audit: Use Adobe’s architecture to track the history of the document
and view the details of the signature with regard to name, date,
time,
reason for signing and type of signature
used.
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| Ø |
Portable:
Once signed, the signature is bound to the document and can be securely
transferred electronically.
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| Ø |
Pre-
population of forms: The form author can customize the signature
area to
gather data (for eg: Name, Location, SS# etc) from other fields in
the
document.
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| Ø |
Sectional
Signing: Allows the form author to associate and lock specific fields
to a
particular signature.
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| Ø |
Sequential
Signing: The form author can create forms to automatically guide
a xxxxxx
through various signatures in a
document.
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| Ø |
Advanced
SDK features (separate toolkit):
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| o |
Extract
signature from document
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| o |
Create
pre-populated signature field dynamically at form creation
time
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| o |
Create
additional signature modules
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Technical
Specifications:
| · |
Adobe®
Acrobat®
v6.0 or 7.0 for creation of signature boxes and/or signing
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| · |
Adobe®
Reader®
6.0/7.0 (PDF documents need to be prepared with Adobe®
Document Server for Reader® Extensions)
for signing
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| · |
Windows
2000 SP3 or XP SP2 (including Tablet PCs)
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| · |
Pen
input device for handwriting input
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| · |
Admin
rights required for installation of Sign-it
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| · |
Minimum
8 MB hard disk space
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XXXXXXXX
X
LICENSE
FEES, AND PAYMENT TERMS
PORTING
SERVICES, FEES and PAYMENT TERMS
A. LICENSE
FEES, REPORTING AND PAYMENT TERMS
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1.
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License
fees.
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_____________________________________________________________
a.
b.
c.
2. Payment
terms.
a. _______________________________________________________
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b.
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Late
payments shall accrue interest at 1.5% per month or the maximum rate
allowable by law, whichever is
lower.
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B. PORTING
SERVICES, FEES AND PAYMENT TERMS (NOT APPLICABLE)
1. Porting
Services.
2. Porting
Fees.
3. Payment
terms.
a. Porting
fees shall be due and payable _______
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b.
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Late
payments shall accrue interest at 1.5% per month or the maximum rate
allowable by law, whichever is
lower.
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APPENDIX
C
MAINTENANCE
TERMS
Except
as
specifically provided herein, Licensee shall be responsible for technical
support to the end-users. CIC
shall
provide the following maintenance and support for the Product:
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A.
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Definitions.
For purposes of this Appendix, the following terms shall have the
following meanings. Any terms not defined in this Appendix shall
have the
meaning set forth in the Agreement.
|
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1.
|
Error(s):
means any verifiable and reproducible failure of the Product to materially
conform to the specification for such Product. The term “Error” shall not
include any failure of the Product that: (a) results from the misuse
or improper use of the Product; (b) does not materially affect the
operation and use of the Product; (c) results from any modification
to the Product not made by or on behalf of CIC; or (d) results from
the failure to incorporate or use any Updates or bug fixes after
such are
made available to Licensee by CIC .
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2.
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Error
Correction(s): shall mean either (a) a modification or addition to
or
deletion from the Product that, when made to such Product, materially
conforms the Product to the specifications for such Product, or (b)
a
procedure or routine that, when observed in the regular operation
of the
Product, eliminates the material adverse effect of such Error on
Licensee
or its customers.
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3.
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Major
Error: means any demonstrable Error in the Product that: (a) causes
the
Product to have a significant loss of intended function as set forth
in
the specifications for the Product; (b) causes or is likely to cause
data
to be lost or destroyed; or (c) prevents the Product from being installed
or executed on the properly configured
environment.
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4.
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Moderate
Error: shall mean any demonstrable Error in the Product that: (a)
causes
the Product to operate improperly; or (b) produces results materially
different from those described in the specifications, but which error
does
not rise to the level of a Major
Error.
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5.
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Minor
Error: shall mean any demonstrable Error that: (a) causes a function
to
not execute as set forth in the specifications for the Product, without
a
significant loss of intended functionality; or (b) disables one or
more
nonessential functions.
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6.
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First
Level Technical Support: shall mean Licensee's or its authorized
technical
support agents' attempts to identify and resolve Errors remotely,
by
telephone, e-mail and fax communication.
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7.
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Second
Level Support: shall mean support of Licensee’s or its authorized
technical support agent’s First Level Technical Support personnel to
identify and resolve Errors remotely, by telephone, e-mail or fax
communication.
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8.
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Workaround:
shall mean that CIC has diagnosed the Error and has implemented,
or
enabled Licensee to implement, a temporary solution that allows the
Product to regain functionality and provide all major functions in
accordance with the specifications for the
Product.
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9.
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Update:
shall mean a version of the Product containing changes, including
but not
limited to, bug fixes, correction of errors and minor optimization
improvements not rising to the level of an Upgrade. An Update shall
mean
for example the change from version x.1 to x.2 and/or version x.x.1
to
x.x.2.
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10.
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Upgrade:
shall mean a version of the Product containing changes, including
but not
limited to enhancements, major optimization improvements and new
functionality for which CIC charges similarly situated Licensees.
An
Upgrade shall mean for example the change from version 2.x.x to
3.x.x
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B. Services
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1.
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Licensee
Responsibilities. Licensee will provide all on site technical support
with
respect to the Product. Licensee agrees to notify CIC in writing
promptly
following the discovery of any Error. CIC agrees to make available
to
Licensee a list of known Errors and to notify Licensee in writing
promptly
following the discovery of any Error. Further, upon discovery of
an Error,
Licensee agrees, if requested by CIC, to submit to CIC a list of
output
and any other data that CIC may reasonably require to reproduce the
Error
and the operating conditions under which the Error occurred or was
discovered. All information, oral or written, communicated between
the
parties concerning any Errors, is deemed to be Confidential Information
and shall be governed by Section 8 of the
Agreement.
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2.
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CIC
Telephone and Online Support. Technical support communications between
Licensee and CIC will include electronic mail, facsimile, and telephone.
CIC’s support e-mail address is: xxxx_xxxxxxx@xxx.xxx. CIC’s support fax
number is: 000-000-0000, and faxes should be addressed to Technical
Support Department. The technical support telephone is: 000-000-0000,
and
will be adequately staffed by a customer technical support representative
during CIC’s normal business hours of 8 a.m. to 5 p.m. Pacific time
(“Support Hours”). Voicemail is provided when the line is busy and during
non-business hours.
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3.
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CIC
Response to Errors. CIC will provide Second Level Support to Licensee
to
ensure a consistent and high level of operation of the Product. In
the
event Licensee notifies CIC of an Error in the Product, CIC will
provide
Second Level Support to Licensee or Licensee’s authorized technical
support agent to facilitate the implementation of an Error Correction
to
the Product. CIC shall use commercially reasonable efforts to correct
Errors in accordance with the below response times, with as little
disruption to Licensee’s service as commercially
practicable.
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(a)
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Major
Errors. CIC shall, within four hours of the receipt of notice of
any Major
Error, contact Licensee to verify such Major Error and begin a resolution
process. Upon CIC’s verification of such Major Error, CIC will use its
commercially reasonable efforts to provide a Workaround for such
Major
Error, and will use its commercially reasonable efforts to provide
an
Error Correction for such Major Error until such Error Correction
is
provided.
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(b)
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Moderate
Errors. CIC shall, within 24 hours of the receipt of notice of any
Moderate Error, contact Licensee to verify such Moderate Error. Upon
CIC’s
verification of such Moderate Error, CIC will use its commercially
reasonable efforts to provide a Workaround for such Moderate Error.
CIC
will use reasonable commercial efforts to provide an Error Correction
for
such Moderate Error in the next scheduled maintenance release of
the
Product.
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(c)
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Minor
Errors. Upon CIC’s receipt of notice of a Minor Error and upon CIC’s
verification of such Minor Error, CIC will initiate work to provide
Error
Correction for such Minor Error in the next regular release of the
Product.
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C.
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Exclusions
from Support Services. Support Services under this Appendix C include
Second Level Support for the Product. Support Services do not include
support for any failure or defect in the Product caused by any of
the
following:
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1.
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the
improper use, alteration, or damage of the Product by Licensee or
persons
other than CIC employees or consultants;
or
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2.
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modifications
to the Products not made or authorized by CIC, unless such modifications
were made by a CIC employee, subcontractor, agent, or other third
party
acting on behalf of CIC.
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D.
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Updates
and Upgrades. CIC will make Updates and Upgrades (as defined above)
available to Licensee from time to time upon the completion of such
Updates and Upgrades.
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E.
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Maintenance
and Support Fees:
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1.
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For
maintenance and support anticipated by the provisions of this Appendix
C
as delineated above, Licensee shall pay CIC __________________________.
Additionally, Licensee shall reimburse CIC for actual and pre-approved
travel, meals and lodging expenses incurred in providing on-site
maintenance and support hereunder. Such fees shall be paid within
15 days
after the date of receipt, by Licensee, of CIC's invoice together
with
documentation substantiating the hours worked and expenses incurred
pursuant to this Section.
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2.
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For
maintenance and support outside of the scope of the Product's
specifications and not otherwise provided for herein, Licensee shall
pay
CIC __________per hour, plus actual and pre-approved travel, meals
and
lodging expenses. Such fees shall be paid within 15 days after the
date of
receipt, by Licensee, of CIC's invoice together with documentation
substantiating the hours worked and expenses incurred pursuant to
this
Section.
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APPENDIX
D
OTHER
OBLIGATIONS AND COMMITMENTS OF LICENSEE AND CIC
A. OTHER
OBLIGATIONS OF LICENSEE (NOT APPLICABLE)
| B. |
OTHER
OBLIGATIONS OF CIC (NOT
APPLICATION)
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APPENDIX
E
WARRANTY
AND FORCE MAJEURE
A. Sign-it
for Acrobat (the “Software Product”)
Warranty.
CIC warrants that the Software Product will substantially conform to the
published specifications. This warranty will remain in effect for ninety
days
from delivery of the Software Product. As soon as commercially practical,
but in
no more than fifteen days, from the date Licensee notes a condition, occurring
within such ninety day warranty period, that it believes to be covered by
this
warranty it shall notify CIC of such condition in writing. CIC shall address
the
matter, so noted, pursuant to the Maintenance Terms hereof as set forth in
Appendix C. After such ninety-day period, maintenance and support shall be
provided pursuant to Appendix C, so long as Maintenance fees are current.
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B.
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CIC’s
Toolkit allowing Licensee to construct its own version of SignatureOne
Software Server (the “Server”)
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1.
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Warranty.
CIC warrants that the CIC components of the Server will substantially
conform to the specifications as set forth in Appendix F, hereto,
the
Statement of Work (“SOW”). This warranty shall remain in effect for ninety
days from the date so designated for this purpose as set forth
in the SOW.
As soon as commercially practical, but in no more than fifteen
days, from
the date Licensee notes a condition, occurring within such ninety
day
warranty period, that it believes to be covered by this warranty
it shall
notify CIC of such condition in writing.
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2.
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Cure.
CIC shall have thirty days from the receipt of the notice per Section
B1
in which to cure the nonconformance to Licensee’s reasonable commercial
satisfaction. If after such thirty-day period CIC has not cured
the
nonconformance, Licensee shall be entitled to a refund of the license
fee
paid to CIC for the Server. Upon such occurrence Licensee shall
return to
CIC all CIC components of the Server and related materials including
written documentation.
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C. Force
Majeure
Neither
party shall be liable for its failure to perform any of its obligations
hereunder during any period in which such performance is directly delayed
by the
occurrence of events beyond the control of the failing party such as fire,
explosion, flood, storm or the acts of God, war, embargo, riot, or the
intervention of any governmental authority, provided that the party suffering
the delay notifies the other party of such delay within a reasonable commercial
time.
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EXHIBIT
F
SignatureOne
Software Toolkit SOW
Overview:
Handwritten
signatures can be entered in real time or verified against a user’s biometric
template. However SignatureOne server is required to apply a signature that
requires verification.
SignatureOne
provides the unique capabilities of user administration, support for biometric
and cryptographic authentication, and a comprehensive digital transaction
log of
every signature in every document within a single offering. SignatureOne
provides an extensible infrastructure to allow the enterprise or software
developers to create a repository for any combination of electronic biometric
technologies. SignatureOne requires CIC’s web user interface and an active
internet connection to create and manage profiles. The SignatureOne’s profile
management does not interact with third party customer management
systems.
The
first
phase of the implementation by SOC, will be to implement a solution that
_______________________________ . The second phase of the implementation
will be
to add ______________________to the first phase implementation.
CIC
will
provide all the necessary tools and support required to allow SOC to create
SignatureOne style profiles for _________________. These profiles can be
managed
by SOC’s Customer Management System. These profiles can then be used to
_________________________________________it to the PDF document.
Assumptions
| · |
Development
environment -
______________________________________.
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| · |
Snap-On
will perform the creation/management of profiles between the Customer
Management System and the SignatureOne
profiles.
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Timelines
The
timelines defined below are estimated completion dates. Final delivery dates
may
vary.
| · |
BETA
Release - Functional Solution with Documentation and examples
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________________________________
| · |
FINAL
RELEASE - Functional Solution with Documentation, examples, and
release
notes
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_______________________________________________
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