ACCELA, INC. (CARAHSOFT TECHNOLOGY CORP.)

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A-2024-151 Acceta INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK OCT 2024 ACCELA SUBSCRIPTION SERVICES AGREEMENT DATE: This Accela Subscription Services Agreement(this"Agreement")is entered into as of the date of the applicable Order,as defined below,that incorporates these terms(the"Effective Date") by and between Accela, Inc.and the entity identified in such Order("Customer"). o. IT(0) Jc�uc Ciullu(kF) 1. DEFINITIONS. 1.1 "Accela System"means the information technology infrastructure used by or on behalf of Accela in performing the Subscriptions Services, including all computers,software (including but not limited to Accela Software),hardware, databases, electronic systems(including database management systems), and networks,whether operated directly by Accela or its third party suppliers. 1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription Services,including anonymized analysis of all data processed in the Subscription Services,that is used by Accela in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services. 1.3 "Authorized User" means one named employee, contractor or agent of Customer(each identified by a unique email address)for whom Customer has purchased a subscription to the Subscription Services and who is authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement. 1.4 "Consulting Services" means packaged or time and materials consulting, review,training or other services(but excluding Subscription and Support Services)delivered by Accela to Customer pursuant an Order.The current Consulting Services Policy is available at www.accela.com/terms/. 1.5 "Customer Data" means the content, materials,and data that Customer,Authorized Users,and External Users enter into the Subscription Services. Customer Data does not include any component of the Subscription Services,material provided by or on behalf of Accela,or Aggregate Data. 1.6 "Documentation"means the then-current technical and functional user documentation in any form made generally available by Accela for the Subscription Services. 1.7 "External Users"means third party users of the Subscription Services that access the public-facing interfaces of the Subscription Services to submit queries and requests to facilitate communications between such third party and Customer. 1.8 "Intellectual Property Rights" means any patent rights(including,without limitation, patent applications and disclosures), copyrights,trade secrets, know-how,and any other intellectual property rights,in all cases whether or not registered or registrable and recognized in any country or jurisdiction in the world. 1.9 "Order"means an Accela order form or other mutually acceptable document, including purchase orders (PO),fully executed between Customer and Accela that incorporates this Agreement. 2020102.3