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Acceta
<br /> of a third party;or(b)stores or transmits libelous,tortious, or otherwise unlawful material or malicious
<br /> code or viruses;(iv)create derivative works,reverse engineer,decompile, disassemble,copy,or
<br /> otherwise attempt to derive source code or other trade secrets from or about any of the Subscription
<br /> Services(except to and only to the extent such rights are proscribed by law); (v)interfere with or disrupt
<br /> the security, integrity,operation,or performance of the Subscription Services; (vi)access,use, or
<br /> provide access or use to the Subscription Services or Documentation for the purposes of competitive
<br /> analysis or the development, provision,or use of a competing software,SaaS or product or any other
<br /> purpose that is to Accela's detriment or commercial disadvantage; (vii) provide access to the
<br /> Subscription Services to competitors of Accela; (viil)access or use components of the Subscription
<br /> Service not licensed by Customer; (ix)use or allow the use of the Subscription Services by anyone
<br /> located in, under the control of,or that is a national or resident of a U.S.embargoed country or territory
<br /> or by a prohibited end user under Export Control Laws(as defined In Section 12.3, Compliance with
<br /> Laws); (x) remove, delete,alter or obscure any trademarks, Documentation,warranties, or disclaimers,
<br /> or any copyright,trademark, patent or other Intellectual property or proprietary rights notices from any
<br /> Subscription Services;or(xi)access or use the Subscription Services in,or in association with,the design,
<br /> construction,maintenance,or operation of any hazardous environments,systems or applications,any
<br /> safety response systems or other safety-critical applications,or any other use or application in which the
<br /> use or failure of the Subscription Services could lead to personal injury or severe physical or property
<br /> damage.
<br /> 2.5 Ownership.Accela retains all Intellectual Property Rights,including all rights,title and license to the
<br /> Subscription Service,Software,Accela System,Support Services,Consulting Services, and Aggregate
<br /> Data,any related work product of the foregoing and all derivative works thereof by whomever
<br /> produced; provided however,that to the extent such materials are delivered to Customer as part of the
<br /> Subscription Services, Consulting Services or Support Services then Customer shall receive a limited
<br /> license consistent with the terms of Section 2 to use such materials during the Subscription Period.
<br /> 2,6 Customer's Responsibilities. Customer will: (i)be responsible for meeting Accela's applicable
<br /> minimum system requirements for use of the Subscription Services set forth in the Documentation;(ii)
<br /> be responsible for Authorized Users'compliance with this Agreement and for any other activity
<br /> (whether or not authorized by Customer)occurring under Customer's account;(iii)be solely responsible
<br /> for the accuracy, quality,integrity and legality of Customer Data; (iv) use commercially reasonable
<br /> efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under
<br /> its account,and notify Accela promptly of any such unauthorized access or use, and; (v)use the
<br /> Subscription Services only in accordance with the applicable Documentation, laws and government
<br /> regulations.
<br /> 3. PAYMENT TERMS.
<br /> 3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order,Subscription fees shall be
<br /> invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription
<br /> and on each anniversary thereafter for each renewal, if any.All other invoices shall be due and payable
<br /> net thirty(45)from the date of the applicable Invoice.All amounts payable to Accela under this
<br /> Agreement shall be paid by Customer in full without any setoff,deduction,debit,or withholding for any
<br /> reason.Any late payments shall be subject to an additional charge of the lesser of 1.5%per month or
<br /> the maximum permitted by law.All Subscription Services fees are exclusive of any taxes, levies, duties,
<br /> 20201023
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