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on the signature page of this Agreement and only on the hardware or other computer systems authorized by Hart in writing.
<br />Customer's use of the Software will be limited to the number of licenses specified in the applicable quotation. Only Customer
<br />and its authorized employees, agents or contractors may use or access the Software. For applicable components, Voters are
<br />also authorized to interact with the Software, in a manner consistent with user instructions, for the sole purpose of producing a
<br />Cast Vote Record during the course of an election . To the extent Hart Proprietary Software contains embedded third party
<br />software, third party licenses may apply . More information concerning embedded third party software can be found in the
<br />application's "Help->About" and is available upon written request. Such embedded third party software is distinguished from
<br />"Sublicensed Software" which is stand-alone software not part of Hart Proprietary Software that may be included under this
<br />Agreement. See Exhibit D for a listing of Hart Proprietary Software and Sublicensed Software.
<br />5.2. Records and Audit. Customer shall keep clear, complete and accurate books of account and records with respect to the usage
<br />of Software and access to the Software licensed hereunder, including without limitation with respect to access thereto. Licensee
<br />shall retain such books and records for a period of five (5) years from the date of cessation of any such usage, notwithstanding
<br />any expiration or termination of this Agreement. Customer agrees that during the term of this Agreement and such period, Hart,
<br />the licensors of any Sublicensed Software, and their representatives may periodically inspect, conduct, and/or direct an
<br />independent accounting firm to conduct an audit, at mutually agreed-upon times during normal business hours, of the computer
<br />site, computer systems, and appropriate records of Customer to verify Customer's compliance with the terms of the licenses and
<br />sublicenses granted to Customer. If any such examination discloses unauthorized usage, then Customer, in addition to paying
<br />such payment then due and without limiting Hart's remedies, shall pay the reasonable fees for the audit.
<br />5.3 . Restrictions '
<br />5.3 .1. The Hart Hardware and Hart Proprietary Software are designed to be used only with each other and/or the agreed-upon
<br />Sublicensed Software (if any) and Third Party Hardware. To protect the integrity and security of the Verity system, Customer
<br />shall comply with the following practices and shall not deviate from them without the express written consent of Hart: (i)
<br />Customer shall use the Software and Hardware only in connection with the Verity system, and Customer may only use Hart
<br />branded or approved peripherals and consumables with the Verity system .; (ii) Customer shall not install or use other software
<br />on or with the Hardware or Software or network the Hardware or Software with any other hardware, software. equipment, or
<br />computer systems; and (iii) Customer shall not modify the Hardware or Software . If Customer does not comply with any
<br />provisions of this Section 5.3, then (i) the Limited Warranties under Section 9 and the licenses and sublicenses granted under
<br />Section 5.1 will automatically terminate; (ii) Hart may terminate its obligation to provide Software Support Services under
<br />Section 8; (iii) Hart will have no further installation obligations , Furthermore, if Customer uses the Software and Hardware in
<br />combination with other software and equipment (other software or equipment being those not provided by Hart or its
<br />designees), and the combination infringes Hart proprietary patent claims outside the scope of the software license granted to
<br />Customer under Section 5.1, Hart reserves its rights to enforce its patents with respect to those claims.
<br />5.3.2 . Customer shall not, under any circumstances, cause or permit the adaptation, conversion, reverse engineering, disassembly,
<br />or de-compilation of any Software. Customer shall not use any Software for application development, modification, or
<br />customization purposes, except through Hart .
<br />5.3.3. Customer shall not assign, transfer, sublicense , time-share, or rent the Software or use it for facility management or as a
<br />service bureau serving others outside of the jurisdiction. This restriction does not preclude or restrict Customer from
<br />contracting for election services for other local governments located within Customer's jurisdictional boundaries . Customer
<br />shall not modify, copy, or duplicate the Software. All use of software and hardware on which the software resides shall take
<br />place and be for activities within Customer's jurisdictional boundaries, except for in cases of joint elections conducted
<br />cooperatively with neighboring jurisdictions . All copies of the Software, in whole or in part, must contain all of Hart's or the
<br />third-party licensor's titles, trademarks, copyright notices, and other restrictive and proprietary notices and legends (including
<br />government-restricted rights) as they appear on the copies of the Software provided to Customer. Customer shall notify Hart
<br />of the following: (i) the location of all Software and all copies thereof and (ii) any circumstances known to Customer regarding
<br />any unauthorized possession or use of the Software.
<br />5.3.4 . Customer shall not publish any results of benchmark tests run on any Software.
<br />5.3.5. The Software is not developed or licensed for use in any nuclear , aviation, mass transit, or medical application or in any other
<br />inherently dangerous applications . Customer shall not use the Software in any inherently dangerous application and agrees
<br />that Hart and any third-party licensor will not be liable for any claims or damages ariSing from such use.
<br />6. DOCUMENTATION
<br />Hart will provide Customer with one (1) electronic copy of the standard user-level documentation and operator's manuals and
<br />where applicable, environmental specifications for the Product installed at the Customer's location before the first election for
<br />which the Product will be used, following installation.
<br />Verity Master Agreement _1 0192016f 4
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