RES 120 Draft 01 2018-2020 - Laserfiche WebLink

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Prefinal 3/1/19 5) , If the Software is to be installed on a larger quantity of County computers than the HDOT designated quantity of two licenses,then the licenses should be set up on a County server so that individuals may check out a license when starting a session that utilizes the Software,then check the license back in when the session is finished so that no more than two individuals can access the Software at the same time. 6) Data sharing between HDOT and the County shall be encouraged and periodic exchange of data and electronic files between HDOT and the County shall be mutually determined. 7) The County may utilize the Software for its own internal purposes beyond scoring for the accessibility performance measure. However, access to the Software shall not be given to third parties, such as consultants. The County shall not assign any of the rights or obligations hereunder, whether by operation of law or otherwise,without prior written consent of the State. 8) This MOA may be amended or terminated at any time by written consent of the parties of this agreement. • '9) If there is a conflict between the MOA and the Software Agreement,the Software Agreement shall govern and control. 10) The MOA shall bind and inure to the benefit of the parties,their respective successors and permitted assigns. 11) In the event that any provisions of this MOA are declared invalid and unenforceable by a court, such invalidation or unenforceability shall not affect the validity or enforceability or the remaining terms of this MOA. 12) The County and State agree that no party shall be deemed to be the drafter of this MOA and that in the event that this MOA is ever construed by a court of law, such court shall not construe this MOA or any provisions of this MOA against any party as the drafter. 13) The failure of the State to insist upon strict compliance with any term,provision, or condition of this MOA shall not constitute or be deemed to constitute a waiver of relinquishment of the State's right to enforce the same in accordance of this MOA. 14) This MOA shall be governed and construed in accordance with the laws of the State of Hawaii. 15) This MOA constitutes the entire agreement of the parties with respect to the matters set forth herein, and, except as specifically provided otherwise herein,there are no agreements,understandings, warranties, or representations between parties except as set forth herein. This MOA cannot be modified except by an instrument, in writing, signed by each of the parties. 16) Disclaimer: HDOT does not make warranties of any kind,implied, expressed or statutory, of fitness for a particular purpose of the Software or data or analytical results produced by the Software. Interpretation of analytical results, conclusions drawn, and agency actions undertaken through the use of the Software are the responsibility of the user. 17) Disclaimer: HDOT makes no claims,promises or guarantees about the accuracy, completeness or adequacy of the Software and expressly disclaims liability for errors and omissions of the Software, data and analytical results. No liability of any kind is transferred to users of the Software external to -2 -