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Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this
<br /> agreement shall be forwarded to the County's project manager.
<br /> AA. Intentionally left blank
<br /> BB. Contingency of Funds: Contractor acknowledges that fielding or portions of funding for this
<br /> Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of
<br /> funds by, the state of California to County; and inclusion of sufficient funding for the services
<br /> hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by
<br /> this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise
<br /> limited,County may immediately terminate or modify this Contract without penalty.
<br /> CC. Licensing Terms and Conditions;
<br /> 1. County Responsibilities
<br /> 1.1 Client Data. County shall retain all ownership rights in all Contact data and all electronic data
<br /> County transmits to Contractor to or through the Solutions("County Data").County represents that it
<br /> has the right to authorize and hereby does authorize Contractor to collect,store and process Cotuity
<br /> Data subject to the terms of this Agreement. County shall maintain a copy of all Contact data it
<br /> provides to Contractor,
<br /> 1.2 Use of Solutions. County is responsible for all activity occurring under County's account(s) and
<br /> shall comply with all applicable laws and regulations in connection with County's use of the Services,
<br /> including its provision of County Data to Contractor. County shall be responsible for ensuring that
<br /> there is a lawful basis for sending communications through the Solutions to Contacts including,where
<br /> applicable,obtaining the required consent of Contacts.County shall promptly notify Contractor of any
<br /> unauthorized use of any password or account of which County becomes aware.County acknowledges
<br /> that the Solutions are a passive conduit for the transmission of County Data, and Contractor has no
<br /> obligation to screen,preview or monitor content,and shall have no liability for any errors or omissions
<br /> or for any defamatory, libelous, offensive or otherwise unlawful content in any County Data, or for
<br /> any losses, damages, claims, or other actions arising out of or in connection with any data sent,
<br /> accessed, posted or otherwise transmitted via the Solutions by County, Users or Contacts, except to
<br /> the extent such losses are caused directly by the acts or omissions of Contractor personnel.
<br /> 2.Proprietory Rithtc
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<br /> 2.1 Grant of License.Subject to the terms and conditions of this Agreement,Contractor hereby grants
<br /> to County, during the term of this Agreement, a limited, non-exclusive, non-transferable, non-
<br /> sublicensable right to use the Solutions. i
<br /> 2.2 Restrictions, County shall use the Solution solely for its internal business purposes. In particular,
<br /> County's use of the Solutions shall not include service bureau use, outsourcing, renting, reselling,
<br /> sublicensing, or time-sharing, County shall not (i) sell, transfer, assign, distribute or otherwise
<br /> commercially exploit or make the Solution available to any third party except as expressly set forth
<br /> herein; (it) modify or make derivative works based upon the Solution; (M) reverse engineer the
<br /> Solution; (iv) remove, obscure or alter any proprietary notices or labels on the Solution or any
<br /> materials made available by Contractor; (v) use, post, transmit or introduce any device, software or
<br /> routine(including viruses,worms or other harmful code)which interferes or attempts to interfere with
<br /> the operation of the Solution; or (vi) defeat or attempt to defeat any security mechanism of any
<br /> Solution.
<br /> 23 Reservation of Rights. The Solutions (including all associated computer software (whether in
<br /> source code, object code, or other form), databases, indexing, search, and retrieval methods and
<br /> routines,HTML,active server pages,intranet pages,and similar materials)and all intellectual property
<br /> and other rights,title,and interest therein(collectively,"IP Rights"),whether conceived by Contractor j
<br /> County of Orange MR-060--25010178 File No.2424402 �
<br /> Shera-CoronerlPurchastng Services Bureau Pubho Mass Not cation System Page 12 of'57
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