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ACCELA SUBSCRIPTION SERVICES AGREEMENT <br />This Accela Subscription Services Agreement (this "Agreement") is entered into as of the date of the <br />applicable Order, as defined below, that incorporates these terms (the "Effective Date") by and <br />between Accela, Inc. and the entity identified in such Order ("Customer"). <br />1. DEFINITIONS. <br />1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in <br />performing the Subscriptions Services, including all computers, software (including but not limited to <br />Accela Software), hardware, databases, electronic systems (including database management systems), <br />and networks, whether operated directly by Accela or its third party suppliers. <br />1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription <br />Services, including anonymized analysis of all data processed in the Subscription Services, that is used by <br />Accela in an aggregate and anonymized manner, including compiling statistical and performance <br />information related to the provision and operation of the Services, <br />1.3 "Authorized User" means one named employee, contractor or agent of Customer (each identified <br />by a unique email address) for whom Customer has purchased a subscription to the Subscription <br />Services and who is authorized by Customer to access and use the Services under the rights granted to <br />Customer pursuant to this Agreement. <br />1.4 "Consulting Services" means packaged or time and materials consulting, review, training or other <br />services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an <br />Order. The current Consulting Services Policy is available at www.accela.com/terms/. <br />1.5 "Customer Data" means the content, materials, and data that Customer, Authorized Users, and <br />External Users enter into the Subscription Services. Customer Data does not include any component of <br />the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data. <br />1.6 "Documentation" means the then -current technical and functional user documentation in any form <br />made generally available by Accela for the Subscription Services. <br />1.7 "External Users" means third party users of the Subscription Services that access the public -facing <br />interfaces of the Subscription Services to submit queries and requests to facilitate communications <br />between such third party and Customer. <br />1.8 "intellectual Property Rights" means any patent rights (including, without limitation, patent <br />applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property <br />rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction <br />in the world. <br />1.9 "Order" means an Accela order form or other mutually acceptable document, including <br />purchase orders (PO), fully executed between Customer and Accela that incorporates this <br />Agreement. <br />20201023 <br />