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TERMS AND CONDITIONS
<br />1. SAAS SERVICES AND SUPPORT
<br />1.1 Subject to the terms of this Agreement, Company will use
<br />commercially reasonable efforts to provide Customer the Services
<br />in accordance with the Service Level Terms attached hereto as
<br />Exhibit B and as further delineated in Company's proposal to RFP
<br />No. 22-156 dated December 2, 2022 attached hereto as Exhibit C.
<br />As part of the registration process, Customer will identify an
<br />administrative user name and password for Customer's Company
<br />account. Company reserves the right to refuse registration of, or
<br />cancel passwords it deems inappropriate.
<br />1.2 Subject to the terms hereof, Company will provide
<br />Customer with reasonable technical support services in
<br />accordance with the terms set forth in Exhibit D.
<br />1.3 Company uses Amazon Web Services (AWS) as the
<br />default service provider for hosting software solutions. As such
<br />Company is subject to the terms of their services (available via the
<br />provided URLs) in Exhibit E.
<br />2. RESTRICTIONS AND RESPONSIBILITIES
<br />2.1 Customer will not, directly or indirectly: reverse
<br />engineer, decompile, disassemble or otherwise attempt to discover
<br />the source code, object code or underlying structure, ideas, know-
<br />how or algorithms relevant to the Services or any software,
<br />documentation or data related to the Services ("Software");
<br />modify, translate, or create derivative works based on the Services
<br />or any Software (except to the extent expressly permitted by
<br />Company or authorized within the Services); use the Services or
<br />any Software for timesharing or service bureau purposes or
<br />otherwise for the benefit of a third; or remove any proprietary
<br />notices or labels. With respect to any Software that is distributed
<br />or provided to Customer for use on Customer premises or devices,
<br />Company hereby grants Customer a non-exclusive, non-
<br />transferable, non -sub -licensable license to use such Software
<br />during the Term only in connection with the Services.
<br />2.2 Further, Customer may not remove or export from the
<br />United States or allow the export or re-export of the Services,
<br />Software or anything related thereto, or any direct product thereof
<br />in violation of any restrictions, laws or regulations of the United
<br />States Department of Commerce, the United States Department of
<br />Treasury Office of Foreign Assets Control, or any other United
<br />States or foreign agency or authority. As defined in FAR section
<br />2,101, the Software and documentation are "commercial items"
<br />and according to DFAR section 252.227-7014(a)(1) and (5) are
<br />deemed to be "commercial computer software" and "commercial
<br />computer software documentation." Consistent with DFAR
<br />section 227.7202 and FAR section 12.212, any use modification,
<br />reproduction, release, performance, display, or disclosure of such
<br />commercial software or commercial software documentation by
<br />the U.S. Government will be governed solely by the terms of this
<br />Agreement and will be prohibited except to the extent expressly
<br />permitted by the terms of this Agreement.
<br />2.3 Customer represents, covenants, and warrants that
<br />Customer will use the Services only in compliance with
<br />Company's standard published policies then in effect (the
<br />"Policy") and all applicable laws and regulations.
<br />2.4 Company shall own and retain all right, title and interest
<br />in and to (a) the Services and Software, all improvements,
<br />enhancements or modifications thereto, (b) any software,
<br />applications, inventions or other technology developed in
<br />connection with Implementation Services or support, and (c) all
<br />intellectual property rights related to any of the foregoing.
<br />2.5 Notwithstanding anything to the contrary, Company shall
<br />have the right to collect and analyze data and other information
<br />relating to the provision, use and performance of various aspects
<br />of the Services and related systems and technologies (including,
<br />without limitation, information concerning Customer Data and
<br />data derived therefrom), and Company will be free (during and
<br />after the term hereof) to (i) use such information and data to
<br />improve and enhance the Services and for other development,
<br />diagnostic and corrective purposes in connection with the Services
<br />and other Company offerings, and No rights or licenses are
<br />granted except as expressly set forth herein.
<br />Except for Company's Software and intellectual property,
<br />Customer shall own all data and other records and deliverables
<br />specific to Customer that are provided, created or maintained
<br />pursuant to this Agreement ("Customer Data"). Company shall
<br />take reasonable measures to protect, and prevent the loss of
<br />Customer Data within Company's custody or control.
<br />2.6 Customer acknowledges and agrees that the Company is
<br />not providing any consulting or advisory services to the Customer,
<br />legal or otherwise, in connection with the Services or Software or
<br />Application.
<br />3. PAYMENT OF FEES
<br />3.1 Customer will pay Company the then applicable fees
<br />described in the Agreement for the Services and Implementation
<br />Services in accordance with the terms therein (the "Fees"). If
<br />Customer's use of the Services exceeds the Service Capacity set
<br />forth on the Agreement or otherwise requires the payment of
<br />additional fees (per the terms of this Agreement), Customer shall
<br />be billed for such usage and Customer agrees to pay the additional
<br />fees in the manner provided herein. Company reserves the right
<br />to change the Fees or applicable charges and to institute new
<br />charges and Fees at the end of the Initial Service Term or
<br />then -current renewal term, upon thirty (30) days prior notice to
<br />Customer (which may be sent by email). If Customer believes that
<br />Company has billed Customer incorrectly, Customer must contact
<br />Company, in order to receive an adjustment or credit. Inquiries
<br />should be directed to Company's customer support department.
<br />The total amount to be expended during the term of this
<br />Agreement, including renewal periods, shall not exceed $305,895.
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