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PRIMEGOV SERVICE AGREEMENT (“Agreement”) <br /> <br />THIS AGREEMENT is made on the 1st day of June 2021 BETWEEN <br />1. PRIME GOVERNMENT SOLUTIONS Inc, having its principal office at 3429 Derry <br />Street, Harrisburg, PA 17111 (the “Supplier”); and <br />2. City of Santa Ana, whose registered office is at 20 Civic Center Plaza, P.O. Box <br />1988, Santa Ana, CA 92701 (the “Customer”) <br />(and at times referred to in this Agreement as a “party” or “parties”) <br /> <br />BACKGROUND <br />A. The Supplier has developed and owns the Service (as defined in clause 1) and has granted <br />to the Customer a non-exclusive license to use such Service solely for Customer’s internal <br />operations and in accordance with the terms and conditions of this Agreement. The terms of <br />this Agreement shall also apply to any updates and upgrades subsequently provided by <br />Supplier to Customer for the Service. Supplier may update the functionality of or make <br />modifications to the Service and user interface of the Service from time to time in its sole <br />discretion and shall not be liable to Customer or to any third party for any modification of the <br />Service. Supplier will use commercially reasonable efforts to notify Customer of any material <br />modifications. <br />B. The Customer wishes the Supplier to provide certain support services in respect of the <br />Service in accordance with the provisions set out in Schedule 1 of this Agreement (“Support <br />Services”). <br /> <br />OPERATIVE PROVISIONS <br />1 DEFINITIONS <br />In this Agreement the following expressions will have the following meanings unless <br />inconsistent with the context: <br />“Affiliate” <br /> <br /> <br /> <br /> <br /> <br /> <br />“Application Password” <br /> <br /> <br /> <br /> <br />“Business Day” <br /> <br />means any company or non-corporate entity that <br />controls, is controlled by, or is under common control <br />with a party. An entity shall be regarded as in control of <br />another company or entity if it owns or directly or <br />indirectly controls more than 50 per cent. of the voting <br />rights of the other company or entity <br />means any encryption keys, certificates, passwords, <br />access codes, user IDs or other login information <br />provided to or used by Customer for the purpose of <br />accessing and using the Service. <br />a day that is not a Saturday, Sunday, or public holiday. <br />“Client Environment” <br /> <br />means the Customer hardware and software system <br />containing the minimum specification, which the <br />Customer, as advised by Supplier, is required to have to <br />enable the Customer to connect with the PRIMEGOV <br />Cloud Environment as defined in Schedule 2, part C. <br />“Customer Data” means data, information or material provided or <br />submitted by Customer or any User to the Supplier in <br />the course of utilizing the Service.