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. ?yn?a K??ly OCT 1 1 2011 MobiiApp, Inc Subscription Agreement N-2011-122 This Agreement (the °Agreement") Ia made and entered into by and between MobllAop. Inc. ("MobiiApp"), having Its principal place of business al 23 Peters Canyon Rd. Irvine. CA 92!306, and The City of Santa Ana ("Client"), having its principal place of business el 20 Civic Center Plaza. Sanle Ane. CA 92701, with respect to the following facts. 1. GENERAL THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") GOVERNS PURCHASE AND ONGOING USE OF SERVICES. BV ACCEPTING THIS AGREEMENT, YOV AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOV DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. You may not access the Services If You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes- 2. DEFINITIONS "We," "Us" or "Our" or •'MOb11App" means MobiiApp, Inc. described In Section 12 (Govertting Law, Jurisdiction, and Notlces)_ "You" or "YOUY' or "Client" means the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity. "Your Data" means all electronic tlala or information submitted by You to the Purchased Services. "AHIliate" means any entity which directly or indirectly controls, Is controlled by, or Is under common control with fhe sub)ect entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 60 % of the voting interests of the subject entity. "Malicious Code" means viruses, worms, Ilme bombs, Trojan horses and other harmful or malicious code,-files, scripts, agents or programs. "Order Form" means the ordering documents for purchases hereunder, Including addenda thereto, that are entered into between You end Us from time to time. Order Forma shall be deemed Incorporated herein by reference. "Purchased 8ervlces" means Services that You or Your Affiliates purchase under an Order Forth. "Services" means the online, Web-based and/or mobile appllcallons and platform provided by Us, as detailed in an Order Forth. "Third-Party Appllcetlons" means online or offline appllcatlons entl software products that are provided by third parties, Interopera le with the Servlcea, and are identified as third-parry appllcallons. "Users" mean Individuals who are aulhonzed by You to use the Services. for whom subscriptions to a Service have been purchased 3. PURCHASED SERVICES 3.1. Provision of Purchased Sarvldes.. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features 3.2. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Servlcea are purchased as User subscriptions and may ba accessed by no more than the specified number of Users. (ii) additional User subscriptions may be atlded during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscdpllon term In affect al the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to haw Users replacing former Users who no longer require ongoing use of the Services.