Common use of MODIFICATIONS TO LICENSOR DOCUMENTS Clause in Contracts

MODIFICATIONS TO LICENSOR DOCUMENTS. To the extent Contractor’s third party licensors (“Licensor”) are licensing or deemed to license Software products to the State of Vermont (the “State”) in connection with the State’s use of any product or service supplied by Contractor to the State under this agreement, no Licensor terms, including standard click through license or website terms or use of privacy policy (“Licensor Document”), shall apply to Purchasing Entities unless such terms are included in the Purchase Order to which this Rider is attached. This Rider shall in all cases take precedence over the Licensor Documents and any ambiguity, conflict or inconsistency in the Licensor Documents shall be resolved in accordance with this order of precedence. The State’s use of such product or service, including third party products embedded therein, shall constitute the Licensor’s acceptance of the following terms: (a) Any requirement that the State defend or indemnify Licensor or otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection costs or license verification costs of Licensor, is hereby deleted from the Licensor Document. (b) Any requirement that the State agree to binding arbitration or otherwise waive the State’s right to a jury trial is hereby deleted from Licensor Documents. (c) Licensor agrees that any the Licensor Documents shall be governed by and construed in accordance with the laws of the State of Vermont and that any action or proceeding brought by either the State or Licensor in connection with this Contract shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. (d) Nothing in the Licensor Documents shall constitute an implied or deemed waiver of the immunities, defenses, rights or actions arising out of State’s sovereign status or under the Eleventh Amendment to the United States Constitution. (e) Any provision which defines obligations of the State to maintain the confidentiality of Licensor shall be subject to the Vermont Public Records Act, 1 V.S.A. § 315 et seq. (f) Any provision establishing an aggregate limit or cap on liability for State claims is hereby deleted from the Licensor Document. Limitations or exclusions of liability shall not apply to State claims arising out of (i) Licensor’s obligation to indemnify the State for infringement; (ii) personal injury or damage to real or personal property; or (iii) gross negligence, fraud or intentional misconduct. Limits of liability shall not apply to third party claims arising from the acts or omissions of a party in the performance of this Agreement. (g) To the extent Licensor is a “data collector” for purposes of 9 V.S.A. §2430, Licensor shall comply with all applicable requirements of 9 V.S.A. §2435. (h) Licensor shall have no right to access State systems to audit the State use of Licensor’s product. Upon request, the State shall provide Licensor with a certified report concerning the State’s use of any software licensed for State use. Settlement payment shall be the exclusive remedy for any non-compliance. (i) Fair Employment Practices and Americans with Disabilities Act: Licensor agrees to comply with the requirement of Title 21V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Licensor shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by Licensor under this Agreement. Licensor further agrees to include this provision in all subcontracts for services performed in the State of Vermont.

MODIFICATIONS TO LICENSOR DOCUMENTS. To the extent the Master Agreement expressly requires a State Purchaser to execute a software license agreement or any one or more document, agreement or other instrument, regardless of format, as required by Contractor or Contractor’s third party licensors (“Licensor”) are licensing or deemed to license Software products to the State of Vermont (the “State”) in connection with the Statea State Purchaser’s use of any product or service supplied by Contractor to the State under this agreement, no Licensor terms, including standard click through license or website terms or use of privacy policy agreement (“Licensor Document”)) , shall apply to Purchasing Entities unless such terms are included in the Purchase Order to which this Rider is attached. This Rider shall in all cases take precedence over the Licensor Documents are hereby modified and any ambiguity, conflict or inconsistency in the Licensor Documents shall be resolved in accordance with this order of precedence. The State’s use of such product or service, including third party products embedded therein, shall constitute the Licensor’s acceptance of the following termssuperseded as follows: (a) a. Any requirement that the State defend or indemnify Licensor or otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection costs or license verification costs of Licensor, is hereby deleted from the Licensor Document. (b) b. Any requirement that the State agree to binding arbitration or otherwise waive the State’s right to a jury trial is hereby deleted from Licensor Documents. (c) c. Licensor agrees that any the Licensor Documents shall be governed by and construed in accordance with the laws of the State of Vermont and that any action or proceeding brought by either the State or Licensor in connection with this Contract shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. (d) d. Nothing in the Licensor Documents shall constitute an implied or deemed waiver of the immunities, defenses, rights or actions arising out of State’s sovereign status or under the Eleventh Amendment to the United States Constitution. (e) e. Any provision which defines obligations of the State to maintain the confidentiality of Licensor shall be subject to the Vermont Public Records Act, 1 V.S.A. § 315 et seqlaws of the State of Vermont. (f) Any provision establishing an aggregate limit or cap on liability for State claims is hereby deleted from the Licensor Document. f. Limitations or exclusions of liability shall not apply to State claims arising out of (i) Licensor’s obligation to indemnify the State for infringement; (ii) personal injury or damage to real or personal propertytangible property to the extent resulting from Licensor’s negligence; or (iii) gross negligence, fraud or intentional misconductmisconduct of Licensor. Limits The parties acknowledge and agree that limits of liability shall not apply to third party claims arising from the acts or omissions of a party in the performance of this Agreement. (g) To the extent Licensor is a “data collector” for purposes of 9 V.S.A. §2430, Licensor shall comply with all applicable requirements of 9 V.S.A. §2435. (h) g. Licensor shall have no right to access State systems to audit the State use of Licensor’s product. Upon request, and not more frequently than annually, the State shall provide Licensor with a certified report concerning the State’s use of any software licensed for State use. Settlement payment shall be the exclusive remedy for any non-compliance. h. The State retains full right and title to data provided by the State and any State Purchaser and any data derived therefrom, including metadata (i) Fair Employment Practices and Americans with Disabilities Act: Licensor agrees to comply with collectively, the requirement of Title 21V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable“Customer Data”). Licensor shall also ensurenot collect, access, or use user- specific Customer Data except as strictly necessary to fulfil Licensor’s obligations to the full extent State Purchaser. No information regarding a State Purchaser’s use of the licensed product or service may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. This obligation shall survive in perpetuity. This Participating Addendum and the Americans Master Agreement shall in all cases take precedence over the Licensor Documents. Any ambiguity, conflict or inconsistency between the Licensor Documents and the terms of this Participating Addendum, or the Master Agreement, shall be resolved in accordance with Disabilities Act this order of 1990precedence. Notwithstanding any other provision or other unilateral license terms which may be issued by Licensor after the dated date of this Agreement, and irrespective of whether any such provisions have been proposed prior to or after the issuance of an order for the products and services being purchased by the State, the components of which are licensed under the Licensor Documents, or the fact that such other agreement may be affixed to or accompany the products and services being purchased by the State, as amendedapplicable, that qualified individuals with disabilities receive equitable access to upon delivery (“shrink wrap”), the services, programs, terms and activities provided by Licensor under this Agreement. Licensor further agrees to include this provision in conditions set forth herein shall supersede and govern licensing and delivery of all subcontracts for products and services performed in the State of Vermonthereunder.