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<br />O: Z.T®(1 t14 , ft,nw) ( A Wasabi Technologies Customer Agreement
<br />This Customer Agreement (this "Agreement") is effective on10/8/2021 ("Effective Date") between Wasabi
<br />Technologies LLC, with offices at 111 Huntington Ave, 29th Floor, Boston, MA 021I0 ("Wasabi", "we", "us" or
<br />"our") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the
<br />Constitution and laws of the State of California ("Customer" or "you"). This Agreement contains the ternis and
<br />conditions that govern Customer's access to and use of the Wasabi data storage platform (the "Wasabi Service").
<br />Customer's signature below indicates its acceptance of the terms and conditions of this Agreement, its Exhibits and
<br />any Wasabi policies (the "Policies"), found at www.wasabi.com/legal prior to the registration process. In the event of
<br />any conflict between the terms and conditions of this Agreement and any Exhibit or Policy, the terms of the applicable
<br />Exhibit or Policy shall prevail.
<br />YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO
<br />ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS AND CONDITIONS SET FORTH
<br />HEREIN, AND THAT THE WASABI SERVICE WILL BE USED ONLY IN ACCORDANCE WITH THIS
<br />AGREEMENT AND WITH ALL APPLICABLE LAWS. IF AN INDIVIDUAL IS REGISTERING OR USING THE
<br />WASABI SERVICE ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT INDIVIDUAL WARRANTS,
<br />REPRESENTS, AND COVENANTS TO WASABI THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO
<br />AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION AND TO BIND THE
<br />ORGANIZATION TO THEM.
<br />1. Use of the Wasabi Service
<br />1.1 Access. Subject to the terms and conditions of this Agreement, Wasabi hereby grants you and your Authorized
<br />Users (as defined below), for your internal business purposes and for so long as you maintain a Customer Account (as
<br />defined in Section 1.2) in good standing, a non-exclusive, non -transferable, non-sublicensable right to access and use
<br />the Wasabi Service (including any customer portals which may also be made available to you in as part of or through
<br />with the Wasabi Service) in accordance with the Documentation. "Documentation" means the user, technical and
<br />adtnin guides for the Wasabi Service located at wasabi.com/help/docs (and any successor or related locations
<br />designated by Wasabi), as such Documentation may be updated by Wasabi from time to time.
<br />1.2 Registration of Customer Accounts. (a) You must register an account with us (a "Customer Account') in order to
<br />use the Wasabi Service. We will use your account information in accordance with our Privacy Policy (found at
<br />https://wasabi.com/legal/privacy-policy/), and you consent to such usage, where "account information" means
<br />information about you that you provide to us in connection with the creation or administration of your Customer
<br />Account. For example, account information includes names, usernames, phone numbers, email addresses and billing
<br />information associated with your Customer Account.
<br />(b) Unless explicitly permitted by this Agreement, you will only create one Customer Account per email address. You
<br />agree to provide accurate and complete information in the creation of your Customer Account, and you acknowledge
<br />and agree you will update this information with any changes. You may authorize others (collectively, "Authorized
<br />Users") to use the Wasabi Service on your behalf. Each Authorized User will establish or be provided with a username
<br />and password. You are responsible for the acts and omissions of your Authorized Users. Authorized Users may also
<br />be required to use other access credentials, such as an encryption key (collectively, "User Credentials"). We reserve
<br />the right to suspend or terminate the Customer Account, or the access of any Authorized User, in accordance with
<br />Sections 7.2(c) or 7.4, or if any registration information is inaccurate, untrue or incomplete, or if you or any of your
<br />Authorized Users fail to maintain the security of any User Credentials . If the Customer Account is suspended or
<br />terminated, Wasabi will provide Customer with access or the ability to retrieve its Content prior to any deletion of the
<br />Customer Account.
<br />(c) You and your Authorized Users are responsible for ensuring that User Credentials are kept confidential and are
<br />not disclosed to any third party. You are fully responsible for all activity that occurs under your Customer Account
<br />using the User Credentials, including any loss or deletion of Your Content (as defined in Section 1.7 below),
<br />regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party
<br />(including your contractors, agents or End Users). Wasabi and its Affiliates are not responsible for unauthorized
<br />access to your Customer Account, unless the unauthorized access to the Customer Account was caused by Wasabi's
<br />negligence or willful misconduct.
<br />"Affiliate" means any corporation, partnership or other entity now existing or hereafter organized that directly or
<br />indirectly controls, is controlled by or under common control with Wasabi. For purposes of this definition "control"
<br />means the direct possession of a majority of the outstanding voting securities of an entity.
<br />July 2021
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