|
7. PROPRIETARY RIGHTS
<br />7.1 Reservation of Ri ghts. Customer acknowledges and agrees that the design of the Products , and any and all related patents,
<br />copyrights , trademarks , service marks , trade names, documents, logos, software , microcode, firmware, information, ideas ,
<br />concepts, know-how , data processing techniques , documentation , diagrams, schematics, equipment architecture , improvements,
<br />code, updates, trade secrets and material are the property of Hart and its licensors . Customer agrees that the sale of the
<br />Hardware and license of the Software does not, other than as expressly set forth herein, grant to or vest in Customer any rig ht,
<br />title, or interest in such proprietary property. All patents, trademarks, copyrights, trade secrets, and other intellectual property
<br />rights, whether now owned or acquired by Hart with respect to the Products, are the sole and absolute property of Hart and its
<br />licensors . Customer shall not, under any circumstances, cause or permit the adaptation , conversion , reverse engineering ,
<br />disassembly, or de-compilation of any Product(s), or copy , reproduce , modify , sell, license, or otherwise transfer any rights in any
<br />proprietary property of Hart. Further Customer shall not remove any trademark, copyright, or other proprietary or restrictive
<br />notices contained on any Hart user documentation, operator's manuals, and environmental specifications, and all copies will
<br />contain such notices as are on the original electronic media. Intellectual Properties . All ideas, concepts, know-how, data
<br />processing techniques , documentation, diagrams , schematics, firmware, equipment architecture, software, improvements , code,
<br />updates , and trade secrets developed by Hart personnel (alone or jOintly with others, including Customer) in connection with
<br />Confidential Information , Verity system, and Hart Proprietary Software will be the exclusive property of Hart .
<br />7.2 . Customer Suggestions and Recommendations. Customer may propose, suggest, or recommend changes to the Products at
<br />any time. Such proposals, suggestions, or recommendations will become Hart's property and are hereby assigned to Hart . Hart
<br />may include any such proposals , suggestions, or recommendations , solely at Hart's option, in subsequent periodic Product
<br />updates, without restriction or obligation . Hart is under no obligation to change , alter, or otherwise revise the Products according
<br />to Customer's proposals, suggestions, or recommendations.
<br />7.3 . Licens e Back If Customer possesses or comes to possess a licensable or sub-licensable interest in any issued patent with
<br />claims that read upon the Verity system, its method of operation, or any component thereof, Customer hereby grants and
<br />promises to grant a perpetual, irrevocable, royalty-free, paid-up license, with right to sublicense , of such interest to Hart
<br />permitting Hart to make , have made , use, and sell materials or services within the scope of the patent claims .
<br />8. SOFTWARE SUPPORT SERVICES
<br />8.1. Description of Software Su p po rt Services. Subject to the terms and conditions of this Agreement and for so long as
<br />Customer has the requisite number of License and Support SubSCriptions in effect, Hart will provide Customer the Software
<br />Support Services described below. Software Support Services under this Section do not cover any of the exclusions from
<br />warranty and support coverage as described under Section 9. If Hart, in its discretion , prov ides Software Support Services in
<br />addition to the services described under this Section , Customer will pay Hart for such services on a t ime-and-materials basis at
<br />Hart's then-prevailing rates, plus expenses, and for replacements at Hart's list prices, unless otherwise agreed in writing by Hart
<br />and Customer.
<br />8.1.1. Software Support Services . Software Support Services will consist of assisting the Customer in the use of software for
<br />purposes of election administration , including functions related to pre-election and post-election testing and general operation
<br />of the Verity system . Assistance is available via phone and email through the Hart Customer Support Center. See Exhibit B
<br />for Hart Customer Support contact information and hours .
<br />Software Support Services may consist of periodic updates to Hart Proprietary Software, at Hart's discretion . Because not all
<br />errors or defects can or need to be corrected, Hart does not warrant that all errors or defects will be corrected . Software errors
<br />or defects must be reported in writing and be accompanied with sufficient detail to enable Hart staff to reproduce the error and
<br />provide a remedy or suitable corrective action . The exclusions from warranty coverage under Section 9.5 also are exclusions
<br />from Software Support Services under this Section. There may be consumable, shipping and on-site service charges for
<br />update releases of software and there may be feature charges for update or enhancement releases of software.
<br />9. WARRANTY AND EXTENDED WARRRANTY
<br />9.1. Certification . Where applicable, Verity system components that require certification will meet the certification requirements in
<br />place on the effective date of the Master Agreement.
<br />9.2. Hart Hardware Limited Warranty. Hart warrants that during the warranty period , the Hart Hardware purchased by Customer
<br />will be free from defects in materials and workmanship and will substantially conform to the performance specifications stated in
<br />the Verity Operator's Manuals for the Hart Hardware applicable at the time of the installation of the Hardware . The warranty
<br />period for new Hart Hardware is one (1) year , beginning ten (10) days after the shipping date . The warranty period for used
<br />and/or refurbished hardware is ninety (90) days , beginning ten (10) days after the shipping date . Hart will, at Hart's sole
<br />discretion, replace or repair any Hart Hardware that does not comply with this warranty, at no additional charge to Customer. To
<br />request warranty service, Customer must contact Hart in writing within the warranty period. Hart may elect to conduct any
<br />repairs at Customer's site, Hart's facility , or any other location speCified by Hart. Any replacement Hart Hardware provided to
<br />Customer under this warranty may be new or reconditioned . Hart may use new and reconditioned parts in performing warranty
<br />Verity Master Agreement _1 01 92016f 5
|