Common use of Software License and Maintenance Agreements Clause in Contracts

Software License and Maintenance Agreements. A. Shrink/Click-wrap License Agreement Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Conflicting or Additional Terms 1) In the event that conflicting or additional terms in Successful Respondent Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. 2) In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this Contract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Successful Respondent product or service offering after the effective date of the update; and, provided further, that, if Successful Respondent has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Successful Respondent’s initial response shall apply to that purchase unless Successful Respondent directly informs Customer of the update before the purchase is consummated. 3) In the event that different or additional terms or conditions would otherwise result from accessing a linked document, Customer’s agreement to said linked document shall not be effective until reviewed and approved in writing by Customer’s authorized signatory. 4) Successful Respondent shall not, without prior written agreement from Customer’s authorized signatory, require any document that: i) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. 5) If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract between DIR and Successful Respondent or the contract between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Successful Respondent. 6) The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a Reseller (as defined in Appendix A, Standard Terms and Conditions for Products and Related Services Contracts) who attempts to pass through documents and obligations from its manufacturer or publisher.

Software License and Maintenance Agreements. A. Shrink/Click-wrap License Agreement Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Conflicting or Additional Terms 1) In the event that conflicting or additional terms in Successful Respondent Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. 2) In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this Contractcontract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Successful Respondent Vendor product or service offering after the effective date of the update; and, provided further, that, if Successful Respondent Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Successful RespondentVendor’s initial response shall apply to that purchase unless Successful Respondent Vendor directly informs Customer of the update before the purchase is consummated. 3) In the event that different or additional terms or conditions would otherwise result from accessing a linked document, Customer’s agreement to said linked document shall not be effective until reviewed and approved in writing by Customer’s authorized signatory. 4) Successful Respondent Vendor shall not, not [without prior written agreement from Customer’s authorized signatory, ,] require any document that: i1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or ii2) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. 5) If Successful Respondent Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract the contract between DIR and Successful Respondent Vendor or the contract between Successful Respondent Vendor and Customer, and Successful Respondent Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Successful RespondentVendor. 6) The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a Reseller (as defined in Appendix A, Standard Terms and Conditions for Products and Related Services Contracts) reseller who attempts to pass through documents and obligations from its manufacturer or publisherManufacturer of Publisher.

Software License and Maintenance Agreements. A. Shrink/Click-wrap License Agreement Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher.Agreement B. Conflicting or Additional Terms 1) In the event that conflicting or additional terms in Successful Respondent Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. 2) In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this Contract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Successful Respondent product or service offering after the effective date of the update; and, provided further, that, if Successful Respondent has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Successful Respondent’s initial response shall apply to that purchase unless Successful Respondent directly informs Customer of the update before the purchase is consummated. 3) In the event that different or additional terms or conditions would otherwise result from accessing a linked document, Customer’s agreement to said linked document shall not be effective until reviewed and approved in writing by Customer’s authorized signatory. 4) Successful Respondent shall not, without prior written agreement from Customer’s authorized signatory, not require any document that: i) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. 5) If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract between DIR and Successful Respondent or the contract between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Successful Respondent. 6) The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a Reseller (as defined in Appendix A, Standard Terms and Conditions for Products and Related Services Contracts) who attempts to pass through documents and obligations from its manufacturer or publisher.

Software License and Maintenance Agreements. A. Shrink/Click-wrap License Agreement Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Conflicting or Additional Terms 1) In the event that conflicting or additional terms in Successful Respondent Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. 2) In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this Contractcontract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Successful Respondent Vendor product or service offering after the effective date of the update; and, provided further, that, if Successful Respondent Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Successful RespondentVendor’s initial response shall apply to that purchase unless Successful Respondent Vendor directly informs Customer of the update before the purchase is consummated. 3) In the event that different or additional terms or conditions would otherwise result from accessing a linked document, Customer’s agreement to said linked document shall not be effective until reviewed and approved in writing by Customer’s authorized signatory. 4) Successful Respondent Vendor shall not, not [without prior written agreement from Customer’s authorized signatory, ,] require any document that: i1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or ii2) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. 5) If Successful Respondent Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract the contract between DIR and Successful Respondent Vendor or the contract between Successful Respondent Vendor and Customer, and Successful Respondent Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Successful RespondentVendor. 6) The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a Reseller (as defined in Appendix A, Standard Terms and Conditions for Products and Related Services Contracts) reseller who attempts to pass through documents and obligations from its manufacturer or publisherManufacturer of Publisher.

Software License and Maintenance Agreements. A. Shrink/Click-wrap License Agreement Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Conflicting or Additional Terms 1) In the event that conflicting or additional terms in Successful Respondent Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. 2) In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this Contract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Successful Respondent product or service offering after the effective date of the update; and, provided further, that, if Successful Respondent has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Successful Respondent’s initial response shall apply to that purchase unless Successful Respondent directly informs Customer of the update before the purchase is consummated. 3) In the event that different or additional terms or conditions would otherwise result from accessing a linked document, Customer’s agreement to said linked document shall not be effective until reviewed and approved in writing by Customer’s authorized signatory. 4) Successful Respondent shall not, without prior written agreement from Customer’s authorized signatory, not require any document that: i) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. 5) If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract between DIR and Successful Respondent or the contract between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Successful Respondent. 6) The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a Reseller (as defined in Appendix A, Standard Terms and Conditions for Products and Related Services Contracts) who attempts to pass through documents and obligations from its manufacturer or publisher.