Open Solutions Software 鈥 Additional Terms
1. SOFTWARE LICENSE.
(a) Software System. The Software components listed in the applicable fee exhibit related to tMagic, OpenCheck, Financial Account Suite, and/or DNAdocument and any other DNA core processing ancillary software systems are licensed to Client in exchange for Client鈥檚 payment of the corresponding license fees, subject to the additional limitations set forth in the applicable fee exhibit. The Software will be delivered to Client by overnight delivery or electronic transfer on the effective date of the Agreement or the applicable purchase order or amendment adding such Software to the Agreement.
(b) Third Party Software. For any third party Software or portions of Software that is provided by or licensed from a third party, such software and other third party programs or components (collectively, 鈥Third Party Programs鈥) are licensed solely in connection with the associated portion of the Software licensed hereunder and are subject to the additional third party provider terms and conditions of the licensor of the Third Party Programs. If there is a conflict between such additional terms and conditions and these terms or the Agreement, the additional terms and conditions for Third Party Programs shall control. If any of 51吃瓜网今日吃瓜鈥檚 obligations under these terms of use or the Agreement with respect to the Third Party Programs are directly or indirectly dependent on entering into or having an agreement with a third party, or otherwise directly or indirectly dependent on the actions or omissions of a third party, 51吃瓜网今日吃瓜 shall use commercially reasonable efforts to enter into such agreement on reasonable terms and conditions, or use commercially reasonable efforts to obtain such action, and provided that 51吃瓜网今日吃瓜 has complied with the terms hereof and if 51吃瓜网今日吃瓜 is unable to enter into an agreement with such third party or obtain such action, 51吃瓜网今日吃瓜鈥檚 obligations hereunder shall immediately terminate and 51吃瓜网今日吃瓜 shall not be liable for its inability to perform such obligations and shall be relieved of any such obligations hereunder. If any such termination resulting from Third Party Programs is to occur, 51吃瓜网今日吃瓜 will notify Client of any such termination as soon as commercially practicable, and 51吃瓜网今日吃瓜 will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.
(c) Interfaces. Software licensed hereunder include the interfaces or extract files identified in the applicable fee exhibit for sharing information from or to the Software (鈥Interfaces鈥). For Interfaces developed and maintained by 51吃瓜网今日吃瓜, 51吃瓜网今日吃瓜 shall only be responsible for maintaining such Interface to meet the specifications provided to 51吃瓜网今日吃瓜 in writing. Any changes to or new Interfaces will be subject to additional charge. For Interfaces to be developed and maintained by Client or its third party vendor, 51吃瓜网今日吃瓜鈥檚 sole obligation will be to provide interface specifications and if such specifications are to be provided to a third party they will not be shared until such third party agrees to 51吃瓜网今日吃瓜鈥檚 written agreement to protect the confidentiality of such specifications. Access to and use of any Interface is subject to 51吃瓜网今日吃瓜 entering into or having a reasonable agreement with such third party and such agreement remaining in full force and effect. 51吃瓜网今日吃瓜 shall not be liable for any delay or failure to receive access to or use such interfaces maintained by Client or third party vendors, or any 51吃瓜网今日吃瓜 provided Interface for which the third party system is not accessible for reasons outside of 51吃瓜网今日吃瓜鈥檚 control or due to third party interface specification changes made without reasonable prior notice to 51吃瓜网今日吃瓜 for development and testing of any updates for use of such specifications.
(d) Computer System. The computer system for the Software shall be the minimum specifications required to run the Software as set forth in the applicable documentation, as may be updated by 51吃瓜网今日吃瓜 from time to time.
(e) Additional License Terms. The following additional terms apply to the Software licensed under these terms:
(i) Upon cancellation, completion, expiration or termination of the license or the Maintenance Services for any reason, all monies paid or due and owing under from Client for the Software shall be deemed non-refundable.
(ii) Client shall not remove or modify any markings, identification, copyright or other notices of 51吃瓜网今日吃瓜, its Affiliates or any third party from the Software or applicable documentation.
(iii) Client shall not disclose results of any performance information, analysis, or program benchmark tests of the Software or any portion thereof without 51吃瓜网今日吃瓜鈥檚 prior written consent.
2. SOFTWARE SERVICES.
(a) Implementation Services. 51吃瓜网今日吃瓜 shall, to the extent possible, convert machine readable Client files provided by Client or its third party vendor to make them compatible with the Software.
(i) Project Planning. The parties will meet at a mutually agreeable time to review required implementation tasks, set dates for such tasks, and establish a mutually agreeable implementation and conversion plan in accordance with 51吃瓜网今日吃瓜鈥檚 then current guidelines for installation and implementation of the Software. After such project planning meeting, 51吃瓜网今日吃瓜 will prepare a project plan specific for Client鈥檚 conversion to the Software. Upon receipt of such plan, Client agrees to assign the necessary personnel resources to the tasks identified in such plan. Client agrees to install, configure and make fully operational any computer hardware and software by the scheduled date(s) specified in the plan.
(ii) Conversion Services. Client agrees that limited account history will be converted as part of the conversion process and that not all information in Client鈥檚 existing database will be converted. Client agrees to complete multiple and thorough reviews of the data that 51吃瓜网今日吃瓜 converts based on information that is provided by Client (itself or through its current account processing vendor). With respect to any additional account history or data that Client desires 51吃瓜网今日吃瓜 to convert from programs not provided by 51吃瓜网今日吃瓜 and expressly agreed by 51吃瓜网今日吃瓜 in the Agreement, 51吃瓜网今日吃瓜 will charge Client for such services at 51吃瓜网今日吃瓜鈥檚 then current fees for such services.
(iii) Data. Client will provide 51吃瓜网今日吃瓜 with all information necessary for 51吃瓜网今日吃瓜 to convert Client鈥檚 data as set forth in the plan including, without limitation, the following: (A) current copies of all data files containing information to be converted on established industry media; (B) electronically formatted file descriptions defining the contents of the data files; and (C) copies of all printed reports pertaining to the information contained within the data files. Client is responsible for the accuracy and completeness of all Client files provided to 51吃瓜网今日吃瓜 during the conversion. 51吃瓜网今日吃瓜 is not responsible for any damages incurred as a result of any data provided by Client or Client鈥檚 third party vendors.
(b) Maintenance Services. Maintenance services for the Software licensed in connection with these terms will be provided for the term as identified in the Agreement
(c) Maintenance of Third Party Software. Client acknowledges that Client will obtain maintenance services with respect to all Third Party Programs with 51吃瓜网今日吃瓜 or with the respective third party supplier(s), as applicable, and Client agrees to contract for such maintenance as long as maintenance services are in effect. Client will pay any applicable maintenance fees, including those specified in the applicable fee exhibit. Where 51吃瓜网今日吃瓜 agrees to provide maintenance on Third Party Programs, 51吃瓜网今日吃瓜 shall provide first tier support and pass through any additional maintenance provided by the third party at the time of shipment of the Third Party Program.
Notwithstanding any other provision hereof, to the extent 51吃瓜网今日吃瓜鈥檚 performance hereunder is dependent, in whole or in part, on the proper performance of Client, 51吃瓜网今日吃瓜 shall be released, discharged and exonerated from its performance hereunder if Client has not performed. To the extent these terms conflict with terms set forth in the Agreement or an Exhibit, these terms shall control.