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HomeMy WebLinkAboutC06-072 ePublic Trustee End-User License Agreement The End-User License Agreement ("EULA") is a legal Agreement between Eagle County, Colorado ("END USER") and Ingeo Systems, Inc.. a Delaware corporation with a principle place of business located at 1300 North 200 East, Suite 118, Logan, Utah 84341 USA ("INGEOn) for Ingeo's ePublic Trustee Application ("SOFTWARE PRODUCT") and associated documentation ("DOCUMENTATION"). 1. GRANT OF RIGHTS a. License. SUbject to the terms and conditions of this EULA and compliance therewith by END USER, during the term of this EULA, Ingeo grants END USER a non-exclusive, non-transferable, license (i) to permit its user(s) that have been authenticated and authorized by the END USER ("Authorized User") to use or access the SOFTWARE PRODUCT solely in executable form, (ii) to install (if applicable) one (1) copy of any SOFTWARE PRODUCT delivered to END USER by or on behalf of INGEO for each Authorized User of such SOFTWARE PRODUCT, and (Hi) to permit its Authorized User(s) to use or access the DOCUMENTATION. b. Riaht to COpy. For SOFTWARE PRODUCT actually installed on an END USER system, END USER shall have the right to copy such SOFTWARE PRODUCT only as necessary to exercise its right to install any SOFTWARE PRODUCT and to make one (1) copy for backup and archival purposes. In exercising its rights under this Section 2.b, END USER shall reproduce and include Ingeo's and any Third Party Provider's Marks, copyright and other proprietary rights notices, legends, symbols or labels appearing on or in the SOFTWARE PRODUCT on all copies of the SOFTWARE PRODUCT, and all copies shall be subject to all terms, conditions and obligations set forth in or arising under this EULA. END USER shall not be entitled to the foregoing rights for SOFTWARE PRODUCT that resides on, and is provided to END USER through, an application resident on a server(s) that are hosted by INGEO at its data center and made accessible to the END USER ("LICENSOR NETWORK"). c. Documentation. END USER may copy the DOCUMENTATION (other than DOCUMENTATION of Third Party Providers) to the extent necessary to exercise the foregoing licenses. END USER shall reproduce and include Ingeo's Marks, copyright and other proprietary rights notices, legends, symbols or labels appearing on or in the DOCUMENTATION on all copies of the DOCUMENTATION and all copies shall be subject to all terms, conditions and obligations set forth in or arising under this EULA. ... d. Uparades and Enhancements. The license provided under this Section 1.d is generally intended to include Upgrades and enhancements to the SOFTWARE PRODUCT. Nothing in this Section or this EULA shall be interpreted to require Ingeo to develop and release any upgrades or enhancements to the SOFTWARE PRODUCT. END USER acknowledges and agrees that Ingeo shall be under no obligation to consider or implement any such changes, modifications, or upgrades and enhancements recommended or requested by END USER. e. Restrictions on Use or Access. The foregoing rights to install, use or access, and copy various components of the SOFTWARE PRODUCT shall be subject to the following restrictions: (i) END USER shall not copy or allow copies of the SOFTWARE PRODUCT to be made, except as specifically authorized under this EULA. (ii) END USER shall only use or access the SOFTWARE PRODUCT for its own internal purposes. Without limiting the foregoing, except as set forth in this EULA, (1) END USER shall not use or access, or allow others to use or access, the SOFTWARE PRODUCT under any name other than that of END USER or to perform services other than as specifically permitted under this EULA, and (2) END USER shall only use or access the SOFTWARE PRODUCT in support of municipal purposes relating to the recording of real property documents. (iii) END USER shall not rent, lease, assign, pledge, disclose, sell, sublicense, download, distribute or otherwise transfer for any purpose any component of the SOFTWARE PRODUCT to any person or entity other than an Authorized User. (iv) END USER shall not share, assign, pledge, rent, lease, grant a security interest in, or otherwise transfer any ownership rights to, the SOFTWARE PRODUCT. (v) END USER shall not attempt to disassemble, de-compile, reverse engineer, derive or otherwise reproduce any part of the source code of the SOFTWARE PRODUCT. (vi) END USER shall not modify, alter, translate or create derivative works based upon the SOFTWARE PRODUCT. (vii) END USER shall only use the SOFTWARE PRODUCT with as set forth in this EULA and as described in the DOCUMENTATION. Ingeo Page 1 of8 1/18/2006 End User ePublic Trustee End-User License Agreement 2. OWNERSHIP OF SOFTWARE PRODUCT AND IMPROVEMENTS a. Ownership of SOFTWARE PRODUCT. END USER agrees that title and all ownership rights to the SOFTWARE PRODUCT and all copies thereof made by END USER hereunder, and any and all copyrights, marks, trade secret, patent rights, or other intellectual property therein, shall reside in Ingeo or Third Party Providers, as the case may be. END USER further acknowledges that (i) the SOFTWARE PRODUCT is protected by copyright, trademark, trade secret, patent right and other intellectual property laws and by international treaties, and (ii) END USER has no rights in the SOFTWARE PRODUCT, except those expressly granted by this EULA. b. Ownership of Improvements. Notwithstanding any provision to the contrary in this EULA, INGEO shall be the sole and exclusive owner of, and END USER hereby assigns and agrees to assign to INGEO all rights in, (i) any changes, modifications, or upgrades and enhancements, in design, functionality or otherwise, to the SOFTWARE PRODUCT, the LICENSOR NETWORK, INGEO's Internet sites and/or any successor products, systems, networks or sites, including without limitation the product of any installation, customization and integration services provided by INGEO to END USER pursuant to Section 5 of this EULA and any Schedule or Exhibit to this EULA, and (ii) any of END USER'S proposed or suggested changes, modifications or Upgrades and enhancements, in design, functionality or otherwise, to the SOFTWARE PRODUCT, the LICENSOR NETWORK and/or any successor products, systems, networks or sites, including without limitation the product of any installation, customization and integration services provided by INGEO to END USER pursuant to Section 7 of this EULA and any Schedule or Exhibit to this EULA, without any recourse or obligation to END USER. 3. DATA a. Subject to Section 6 of this EULA, INGEO and Third Party Providers, as applicable, may use, access, reproduce and retain all data (i) for auditing and other purposes that pertains to any recording processed through the SOFTWARE PRODUCT, (ii) generated in connection with the SOFTWARE PRODUCT that pertains to the functionality or performance of the SOFTWARE PRODUCT or resides on the LICENSOR NETWORK or computer systems operated for the benefit of INGEO, (Hi) necessary or useful in assisting INGEO in the diagnosis or correction of Incidents, the measurement of software or service usage, the protection of security of the SOFTWARE PRODUCT or the LICENSOR NETWORK (including password protected areas thereof), the performance of system or network maintenance, the preparation of billing statements or the evaluation of its software or services, or any improvements, upgrades or enhancements thereto, (iv) necessary or useful in performing its obligations under this EULA, providing reports to END USER or responding to END USER requests, (v) that END USER is required to report or make available to any governmental recording authority pursuant to applicable laws or agreements between such governmental recording authority and INGEO, and (vi) that is information of public record relating to or resulting from the use of or access to the SOFTWARE PRODUCT. INGEO may use such data for its internal purposes and may disclose such data to third parties. 4. OTHER OBLIGATIONS OF END USER a. Protection of Software Product. END USER will use its best efforts (including such reasonable measures requested by INGEO and Third Party Providers and/or as otherwise provided in this EULA), to protect the SOFTWARE PRODUCT under the terms and conditions set forth in this EULA. b. Acceptance of Electronic Transactions. END USER acknowledges and accepts that the SOFTWARE PRODUCT is used for processes that may involve electronic records, electronic signatures, and involve the conduct of electronic transactions and the END USER agrees to conduct transactions by electronic means including the acceptance of electronic records and electronic transactions and the application of electronic signatures. ,. Acceptance of Real Property Instruments. END USER represents and warrants that it can and will accept and record real property instruments that have been prepared using INGEO's ePrepare software. END USER acknowledges that, prior to the Effective Date, it has received and reviewed samples of real property instruments that have been prepared using INGEO's ePrepare software, and represents and warrants that such samples of real property instruments are acceptable to it and when recorded using the SOFTWARE PRODUCT and assuming due authorization shall be fully enforceable and binding. d. Provision of Rules. END USER represents and warrants that, prior to the Effective Date of this EULA, it has provided INGEO with all rules, regulations, and other practices for recording real property instruments then in effect with respect to recording real property instruments in END USER'S jurisdiction. END USER further covenants that it shall immediately provide INGEO with any proposed and final promulgations or amendments of such rules and regulations and any change in such practices. Page 2 of8 1/18/2006 End User ePublic Trustee End-User License Agreement 9. Support for Installation: END USER is required to ensure the accuracy of the workflow, rules, regulations, templates, XML schemas and DTDs, and integration points that have been defined by the Customer specifically on how electronic documents are processed if the installation is current and will update said installation within a one week period of any that would materially effect the accurate operation of the Product. Additionally, END USER will immediately notify INGEO immediately of any proposed changes. f. End User License Fees. The current license fee structure charged by INGEO is mentioned in Exhibit A 5. INSTALLATION, SUPPORT, AND MAINTENANCE a. Generally. INGEO shall provide the services set forth in this Section. Except as otherwise set forth in this EULA, INGEO is not obligated to provide consulting or any other services related to the SOFTWARE PRODUCT. b. Trainina. Installation. Customization and Intearation Services. Subject to the terms and conditions set forth in this EULA INGEO will provide online training and installation support of the SOFTWARE PRODUCT to the END USER. END USER may request and INGEO may provide additional training, installation, customization, and integration services on terms and conditions as the parties may mutually agree. Except as otherwise set forth in this EULA, INGEO makes no representations or warranties regarding (i) the availability of any interface between the SOFTWARE PRODUCT, Other Services, other systems, hardware or software, (ii) the availability of access to or by any specific provider of Other Services, other systems, hardware or software, or (iii) the timing of such interface availability. c. Use of any Other Services. END USER acknowledges and agrees that (i) INGEO will in no way be responsible for any Losses that may result from END USER'S use of any Other Services, other systems, hardware or software, despite the fact that the same may interface with the SOFTWARE PRODUCT or that INGEO may have provided installation or integration services with respect to the same, and (ii) END USER shall maintain a direct, independent contractual relationship with any such provider of Other Services, other systems, hardware or software. d. Support Services. Subject to the terms and conditions set forth in this EULA and in accordance with INGEO's customary support services, INGEO will provide customer support via the INGEO email support service for questions regarding the functionality of the SOFTWARE PRODUCT, and helping END USER identify, verify and resolve Incidents occurring on or with respect to the Licensed Material. END USER may request and INGEO may provide additional customer support services on terms and conditions as the parties may mutually agree. 6. CONFIDENTIALITY a. Protection. All Proprietary Information disclosed by one party to the other in the course of performing under this EULA or to which the other gains access in connection with this EULA shall be deemed to be the property of the disclosing party, or the appropriate Third-Party Provider, as the case may be. The receiving party agrees to (i) receive such Proprietary Information in confidence, (ii) use reasonable efforts to maintain the confidentiality of such Proprietary Information and not disclose such Proprietary Information to third parties (except for the receiving party's representatives, agents and contractors who have a need to know, are under a duty of non-disclosure with respect to such information, and are acting for the sole benefit of the receiving party), which efforts shall accord such Proprietary Information at least the same level of protection against unauthorized use and disclosure that the receiving party customarily accords to its own information of a similar nature and in any event at least the same level of protection as generally exists in the e-commerce industry, (iii) use or permit the use of such Proprietary Information solely in accordance with the terms of this EULA, and (iv) promptly notify the disclosing party in writing of any actual or suspected loss or unauthorized use, disclosure or access of the disclosing party's Proprietary Information of which it becomes aware. The terms and conditions of this EULA (as well as all information regarding the negotiation of this EULA) shall be deemed to be the Proprietary Information of both parties. If END USER is a government agency, END USER agrees that it shall comply fully with the Trade Secrets Act (18 U.S.C. ~1905) or other applicable law with regard to the Proprietary Information. Each party agrees that it shall abide by and reproduce and include any restrictive legend or proprietary rights notice that appears in or on any Proprietary Information of the other party or any Third Party Provider that it is authorized to reproduce. Each party also agrees that it shall not remove, alter, cover or distort any Mark, copyright or other proprietary rights notices, legends, symbols or labels appearing on or in any Proprietary Information of the other party or any Third Party Provider. b. Exclusions. The restrictions on use and disclosure set forth above shall not apply when, and to the extent that the Proprietary Information: (i) is or becomes generally available to the public through no fault of the receiving party (or anyone acting on its behalf); (ii) was previously rightfully known to the receiving party free of any obligation to keep it confidential; (iii) is subsequently disclosed to the receiving party by a third party who may rightfully transfer and Page 3 of8 1/18/2006 End User ePublic Trustee End-User License Agreement disclose such information without restriction and free of any obligation to keep it confidential; (iv) is independently developed by the receiving party or a third party without any reference or relation to the disclosing party's Proprietary Information, or (v) is required to be disclosed by the receiving party as a matter of law, provided that the receiving party uses all reasonable efforts to provide the disclosing party with at least ten (10) days' prior notice of such disclosure and the receiving party discloses only that portion of the Proprietary Information that is legally required to be furnished pursuant to the opinion of legal counsel of the receiving party. Notwithstanding the foregoing, neither party shall disclose, or permit the disclosure of the terms or conditions of this EULA without the prior written consent of the other party, except (x) as provided in Section 10.2(v) above, (y) to the extent necessary to permit the exercise of its rights or the performance of its obligations under this EULA, or (z) to seek advice from its attorneys, accountants or other professional advisors. 7. LIMITED WARRANTY a. Warranty. (i) INGEO warrants to END USER that the media containing the SOFTWARE PRODUCT delivered to END USER, if any, will be free from defects in materials and workmanship under normal use during the term of this EULA. If a defect in such media occurs during the term of this EULA, the defective media may be returned to INGEO, and INGEO will replace such media without charge. (ii) INGEO warrants that the SOFTWARE PRODUCT shall perform substantially in accordance with the DOCUMENTATION for a period of ninety (90) days from the Effective Date of this EULA. In the event any SOFTWARE PRODUCT does not so perform during such ninety (90) day period, END USER shall, within one (1) business days of reasonable discovery of such nonperformance, document such nonperformance to INGEO in writing. Subject to the foregoing, INGEO will (at its option) repair or replace such SOFTWARE PRODUCT or provide END USER a full refund of any and all Fees actually paid by END USER pursuant to this EULA. If requested by INGEO, END USER will return any components of the related SOFTWARE PRODUCT and any copies thereof in END USER'S possession. b. THE WARRANTIES SET FORTH IN SECTION 7 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY INGEO IN CONNECTION WITH THE SOFTWARE PRODUCT OR OTHERWISE UNDER THIS EULA. INGEO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. c. INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS EULA, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY (AND ITS RESPECTIVE AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AS SUCH), TO THE OTHER PARTY OR ANY THIRD PARTY CLAIMING UNDER OR THROUGH THE OTHER PARTY FOR ANY AND ALL LOSSES, INCLUDING, WITHOUT LIMITATION, CAUSES OF ACTION AND CLAIMS BASED UPON BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY), BREACH OF WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, UNDER OR IN CONNECTION WITH THIS EULA, THE SOFTWARE PRODUCT OR ANY OTHER SOFTWARE, SERVICE, OR INFORMATION, EXCEED THE GREATER OF (I) THE TOTAL FEES RECEIVED BY INGEO FROM END USER UNDER THIS EULA DURING THE TWELVE CALENDAR MONTHS IMMEDIA TEL Y PRECEDING THE DATE OF THE CLAIM OR (II) $25,000. J. The warranties set forth in section 7.a shall not apply to any irregularities, errors, problems or defects arising from (i) modification of the SOFTWARE PRODUCT by any party other than INGEO or from accident, neglect, abuse, misuse or misapplication, (ii) failure of END USER to provide a suitable installation and operating environment, including but not limited to failure to use supplies, materials, software and hardware platforms that meet the specifications set forth in the DOCUMENTATION, (iii) END USER'S incorporation, attachment or engagement of any attachment, feature, program or device to the SOFTWARE PRODUCT, if the SOFTWARE PRODUCT would have conformed to the warranty set forth in Section 7.a but for such incorporation, attachment or engagement, (iv) END USER'S use of the SOFTWARE PRODUCT outside the scope of its intended purpose, as described in the DOCUMENTATION, (v) END USER'S failure to incorporate any update, Upgrade or Enhancement previously released by INGEO that corrects such item, (vi) END USER'S use of goods and services provided by Third Party Providers, including without limitation Other Services, (vii) END USER'S acts or omissions that result in the Page 4 of8 1/18/2006 End User ePublic Trustee End-User License Agreement unauthorized use of the SOFTWARE PRODUCT or the LICENSOR NETWORK, and (viii) any signature or notarial act in connection with the SOFTWARE PRODUCT being in compliance with federal, state, local or other law. e. Without limiting the generality of section 7, INGEO and Third Party Providers specifically do not warrant that (i) the SOFTW ARE PRODUCT or any components thereof will perform without interruption or error, or that all Incidents will be corrected, (ii) the SOFTWARE PRODUCT (including the data and other information contained therein) will meet END USER'S requirements, (iii) the SOFTWARE PRODUCT will operate in the configuration which END USER may select for use or with the Other Services, (iv) data or other information generated by or contained in the SOFTW ARE PRODUCT will be accurate or complete. Additionally, (x) INGEO does not make any representation or warranty of any kind whatsoever with respect to the Other Services, and (y) neither INGEO nor Third Party Providers shall be responsible for the accurate or complete transmission of data or other materials other than on or through the LICENSOR NETWORK. 8. LIMITATION OF LIABILITY a. EXCEPT WITH RESPECT TO ANY BREACH OF SECTION 3, 6, OR 10 OF THIS EULA, IN NO EVENT SHALL EITHER PARTY, OR ANY THIRD PARTY PROVIDER, OR THEIR RESPECTIVE AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS SUCH, BE LIABLE TO THE OTHER PARTY OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES UNDER OR IN CONNECTION WITH THIS EULA, THE SOFTWARE PRODUCT OR ANY OTHER SERVICES, SERVICES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTEREST, REVENUE, DATA OR USE, OR INTERRUPTION OF BUSINESS, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER BASED UPON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. b. INGEO AND END USER EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN (I) REPRESENT THE PARTIES' EULA AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING, WITHOUT LIMITATION, THE POSSIBILITY THAT A REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS) AND THAT THE AMOUNTS PAYABLE TO INGEO PURSUANT TO THIS EULA REFLECT SUCH ALLOCATION OF RISK, WITHOUT WHICH INGEO WOULD NOT HAVE BEEN WILLING TO ENTER INTO THIS EULA, AND (II) FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES. 9. INDEMNIFICATION a. Intellectual Property Indemnitv. (i) Notwithstanding anything to the contrary in this EULA, INGEO shall indemnify and hold harmless END USER and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-party claim that the SOFTWARE PRODUCT or DOCUMENTATION owned by INGEO, as of the date the applicable delivery date of the SOFTWARE PRODUCT or the DOCUMENTATION, violates a United States patent or copyright of any third party. (ii) In the event that any such claim is made, or in INGEO's opinion is likely to be made, INGEO reserves the right, in its sole discretion, (1) to procure for END USER the right to continue to use the SOFTWARE PRODUCT and the DOCUMENTATION, (3) to replace the SOFTWARE PRODUCT or the DOCUMENTATION to avoid infringement, (3) to modify the SOFTWARE PRODUCT or the DOCUMENTATION to avoid infringement, or (4) to terminate the relevant license(s) and Schedule(s) to this EULA without further cost, charge, liability or penalty to either party relating to such termination. (iii) INGEO shall have no obligation to the extent that any claim of infringement is based upon END USER'S (1) use of the SOFTWARE PRODUCT or the DOCUMENTATION in violation of this EULA, (2) modification or marking of the SOFTWARE PRODUCT or the DOCUMENTATION, or any portion thereof, where, in the absence of such modification or marking, the SOFTWARE PRODUCT or DOCUMENTATION would not be infringing, (3) use of the SOFTWARE PRODUCT or the Page 5 of8 1/18/2006 End User ePublic Trustee End-User License Agreement DOCUMENTATION in combination with other software, DOCUMENTATION, hardware or data, if use without such software, DOCUMENTATION, hardware or data would not be infringing, (4) use of a superseded version of the SOFTWARE PRODUCT or the DOCUMENTATION if infringement could have been avoided by the use of the current version, (5) use of the SOFTWARE PRODUCT or the DOCUMENTATION in any infringing process, (6) use of the SOFTWARE PRODUCT in a manner for which it was not designed, (7) activities after INGEO has notified END USER that INGEO believes such activities may result in such infringement, (8) designs, specifications or instructions, or (9) use of any Marks other than INGEO's Marks pursuant to this EULA. b. THE PROVISIONS SET FORTH IN THIS SECTION SHALL BE END USER'S SOLE AND EXCLUSIVE REMEDIES AND INGEO'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST END USER BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INFRINGEMENT, INDEMNITY OR OTHERWISE. 10. TERM AND TERMINATION a. Term. The initial term of this EULA shall be the first anniversary of the Effective Date. Thereafter, this EULA shall be automatically renewed for successive one (1) year terms, unless either party provides written notice of termination not less than sixty (60) days prior to the end of the then-current term. b. Termination for Cause. Either party may terminate this EULA upon thirty (30) days' prior written notice describing a material breach by the other party of any term or condition of this EULA, which breach has not been cured by the breaching party during such thirty (30) days notice period. Without limiting the foregoing clause: i. INGEO may terminate this EULA effective immediately, upon notice to END USER in the event (1) of any material breach by END USER of the provisions of this EULA, or (2) END USER attempts to cause or causes the SOFTWARE PRODUCT or any related system to malfunction or suffer damage, or fails to take steps reasonably requested by INGEO to correct a malfunction or damage. ii. This EULA will automatically terminate if either party becomes insolvent or enters into bankruptcy, suspension of payments, moratorium, reorganization, or any other proceedings that relates to insolvency or protection of creditor's rights. c. Survival. Neither party shall have any continuing obligations to the other upon the effective date of termination except that (i) END USER shall pay INGEO all Fees accrued and owing prior to the date of termination and any late charges related thereto, and (ii) any provisions of this EULA that contemplate their continuing effectiveness shall survive any termination of this EULA, including without limitation Sections 2, 3, 4, 6, and 7 through 9. d. END USER Termination Obliaations. Upon termination of this EULA, END USER shall be obligated to (i) immediately cease use of and access to the related SOFTWARE PRODUCT, and (ii) destroy all copies of the SOFTWARE PRODUCT delivered or made available by INGEO to END USER. Upon request from INGEO, END USER shall provide INGEO with prompt written certification of its compliance with the foregoing, executed by a duly authorized officer of END USER'S company or organization. 11. GENERAL PROVISIONS a. Assianment. Neither this EULA nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however, that INGEO may assign this EULA and its rights and obligations hereunder without END USER'S consent in connection with the transfer or sale of all or substantially all of the business of INGEO to which this EULA relates to a third party, whether by merger, sale of stock, sale of assets or otherwise, or to any affiliate. The rights and obligations of the parties under this EULA shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties. Any assignment not in accordance with this EULA shall be void. b. Notices. Unless otherwise specified in this EULA, all notices, requests, demands, and other communications (other than routine operational or billing communications) required or permitted hereunder shall be in writing (with electronic mail) and shall be deemed to have been received by a party (i) when actually received in the case of hand delivery against a signed receipt, (ii) two (2) business days after being given to a reputable overnight courier with a reliable system for tracking delivery, (iii) when sent by confirmed facsimile, (iv) upon receipt, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, or (v) one (1) day after transmission by electronic mail with a copy sent by United States mail within 48 hours of such transmission, and (vi) with respect to Page 6 of8 1/18/2006 End User ePublic Trustee End-User License Agreement INGEO, addressed to "INGEO" at the address, facsimile number or electronic mail address set forth on the signature page to this EULA, and (vii) with respect to END USER, addressed to END USER'S point of contact, address, facsimile number or electronic mail address set forth on signature page to this EULA. A party may from time to time change its address, facsimile number or electronic mail address or designee for notification purposes by giving the other party prior written notice thereof and the date upon which such change will become effective. c. Governina Law: Severabilitv. This EULA shall be governed by and construed solely and exclusively in accordance with the laws of the Utah, without reference to or application of its conflicts of law principles. In the event that any provision of this EULA conflicts with the law under which this EULA is to be construed or if any such provision is held invalid, void or unenforceable by a court with jurisdiction over the parties to this EULA, such provision shall be deemed to be restated to reflect as nearly as possible the original intention of the parties in accordance with applicable law, and the remainder of this EULA shall remain in full force and effect. d. Force Maieure. Neither party shall be responsible for delays or failure of performance (other than the payment of money) resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, failure of Third Party Providers to perform, governmental regulations, power failures, shortages, brownouts or blackouts, earthquakes, or other disasters. e. Headings. The titles and headings of the various sections and paragraphs in this EULA are intended solely for convenience of reference and are not intended to explain, modify or place any construction or limitation upon any of the provisions of this EULA. f. Amendments. Except as set forth in this Section, of this EULA may be amended solely by a writing expressly purporting to create an amendment or supplement to this EULA and executed by a duly authorized representative of each party to be bound thereby. g. Entire Aareement. Except as expressly provided in this EULA, no representations or statements of any kind made by either party that are not expressly stated herein or in any amendment, Schedule or Exhibit hereto shall be binding on such party. The parties agree that this EULA (including the Exhibits and Schedules hereto) shall constitute the complete and exclusive statement of the EULA between them, and supersedes all prior or contemporaneous communications, proposals or EULAs, oral or written, relating to the subject matter hereof. Without limiting the foregoing, this EULA replaces and supercedes in its entirety any other EULA now in effect between INGEO and END USER. h. Jurisdiction. Any and all disputes between the parties that cannot be settled by mutual EULA shall be resolved solely and exclusively in the courts located within the State of Colorado, and END USER hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including without limitation, on the basis of improper venue or forum non conveniens. i. No Implied Waiver. No term, provision or clause of this EULA shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and executed by a duly authorized representative of the party to be bound thereby. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach. IN WITNESS WHEREOF, the parties have executed this EULA as of the date set forth above. Ingeo Systems, Inc. Title: Date: EMail: eMail: Fax: _(435) 755-9625 Fax: Ingeo Page 7 of8 1/18/2006 End User ePublic Trustee End-User License Agreement Exhibit A Fee Schedule Cost Element Phase [ Configuration! Installation! Testing, Training, one time $5,000. setup fee for Eagle County Public Trustee, __.~___~__.__n__._'_" .__~_,. Annual Maintenance $1,000 ---_. ~~------ _.._-~._-"---_._~----- Hardware and related software Ingeo to Provide Connector Server - County to provide Workstation _~'~_"_~"_"'_"_M_~~__~__Hn___'__""'_~"""__"__'_""_ '"'~~"~~_"_'"""_""'_h_'_'____~__m_'_'_.__..___..m~'_."_.~. Digital Certificates Provided under separate arrangements with Certificate Authority _..__.._..__...M.____._...._.._._.."~._ ._._. .____.__.M..~."_..n_"M....__._____.M..___H_._._.._.__.____.. Payment for One time set-up fee will be: 50% upon signature of agreement ($2,500) Final payment upon completion of installation and training. Annual Maintenance will be billed annually based on Signature date of agreement It should be understood that document submitters will make separate arrangements with Ingeo for the use ofthe Ingeo ePrepare product. These arrangements will be separate from any contracts with the County. Ingeo Page 80f8 1/18/2006 End User Ingeo Systems Inc By: Board of County Commissioners County of Eagle, Colorado By: Attest: By: Teak J. Simo ton Eagle County Clerk & Recorder