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DIGITAL SERVICES TERMS AND CONDITIONS <br />These Digital Services Terms and Conditions (the "Terms") are hereby incorporated into any Order <br />Form (defined below) that references the Terms (the Terms together with the Order Form, the <br />"Agreement"), and sets forth the terms and conditions pursuant to which the City of Santa Ana, also <br />referred to as Santa Ana, (herein referred to as the "Customer") receives the services and materials <br />set forth in an Order Form (collectively, the "Services") by Kaizen Laboratories Inc. (herein referred to <br />as the "Company"). If there is a conflict between the Terms and an Order Form, the terms of the Order <br />Form will control. <br />1. DEFINITIONS <br />1.1. "Authorized User(s)" means any <br />employee or contractor of Customer that is <br />authorized by Customer to use the Services <br />on its behalf and has created an account in <br />accordance with Section 2.3. <br />the Services and is in aggregated or <br />de -identified form only. <br />1.9. "User(s)" means any individual who uses <br />the Services. <br />2. SERVICES <br />1.2. "Company Platform" means Company's 21 <br />proprietary, web -based platform, which <br />provides certain features and functionality <br />relating to administration of municipal <br />spaces. <br />1.3. "Customer Data" means any data, <br />content, or information that is uploaded, <br />transmitted, submitted, provided, or <br />otherwise made available on the Company <br />Platform by or on behalf of Customer. <br />1.4. "Documentation" means any user <br />documentation, in all forms (e.g., user <br />manuals, on-line help files) provided by <br />Company which relate to the Services. <br />1.5. "Order Form" means an order form, quote <br />or other similar document that: (a) sets forth <br />the Services, the pricing therefore, and the <br />Initial Service Term; (b) references these <br />Terms; and (c) is executed by the parties. <br />1.6. "Scope Limitations" means the <br />limitations on Customer's use of the Services <br />specified in the Order Form. <br />1.7. "Services" means the services and <br />materials set forth in an Order Form. <br />1.8. "Usage Data " means any performance, <br />analytical, or usage information relating to <br />Customer's and Users' use of the Services <br />which is generated or otherwise collected by <br />Use of the Services. Subject to the terms <br />and conditions of this Agreement, Company <br />grants to Customer and its Authorized Users a <br />limited, worldwide, non-exclusive, <br />non -transferable (except as permitted in <br />Section 12.4) right during the Term (defined <br />below) to use the Services solely in <br />connection with Customer's internal business <br />operations. Customer's and its Authorized <br />Users' right to use the Services is subject to <br />the Scope Limitations and contingent upon <br />their compliance with the Scope Limitations. <br />2.2. Use of the Documentation. Subject to the <br />terms and conditions of this Agreement, <br />Company grants to Customer and its <br />Authorized Users a limited, worldwide, <br />non-exclusive, non -transferable (except as <br />permitted in Section 12.4) license, without <br />right of sublicense, during the Term to <br />reproduce, without modification, and <br />internally use a reasonable number of copies <br />of the Documentation solely in connection <br />with their use of the Services in accordance <br />with this Agreement. <br />2.3. Authorized Users. To access the Services, <br />Customer and its Authorized Users will be <br />required to register for an account. When <br />registering for an account, Customer and its <br />Authorized Users will be required to provide <br />Company with certain registration <br />