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OpenGov Terms and Conditions for the City of Santa Ana CA
<br />1. SOFTWARE SERVICES
<br />1.1 Subject to the terms and conditions of these OpenGov Terms and Conditions (the "Agreement "), OpenGov will use
<br />commercially reasonable efforts to perform the software services (the "Software Services ") identified in the applicable
<br />Software Agreement entered into by OpenGov and Customer ( "Software Agreement ").
<br />1.2 Customer understands that OpenGov's performance depends on Customer timely providing OpenGov with a copy of
<br />the city's chart of accounts in .csv or .xls format. In addition, Customer agrees to provide OpenGov with five or more years of
<br />general ledger data, also in .csv or As format, including budget data for the current year and actual expense and revenue
<br />data for past years. Any dates or time periods relevant to OpenGov's performance will be extended appropriately and
<br />equitably to reflect any delays caused by Customer's failure to timely deliver any such materials. OpenGov shall not be liable
<br />for any delays in performance under this Agreement resulting from Customer's failure to meet these obligations.
<br />2. RESTRICTIONS AND RESPONSIBILITIES
<br />2.1 This is a contract for access to the Software Services and Customer agrees not to, directly or indirectly: reverse
<br />engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure,
<br />ideas, or algorithms of the Software Services, documentation or data related to the Software Services, except to the extent
<br />such a restriction is limited by applicable law; modify, translate, or create derivative works based on the Software Services;
<br />or copy, rent, lease, distribute, assign, sell, or otherwise commercially exploit, transfer, or encumber rights to the Software
<br />Services; or remove any proprietary notices.
<br />2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations (including, but not
<br />limited to, any export restrictions).
<br />2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to,
<br />access or otherwise use the Software Services and Customer shall also be responsible for (a) ensuring that such equipment
<br />is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and
<br />files, and (c) for all uses of Customer user accounts with or without Customer's knowledge or consent.
<br />3. OWNERSHIP. OpenGov retains all right, title, and interest in the Software Services and all intellectual property rights
<br />(including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights,
<br />copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any
<br />other proprietary rights in intellectual property of every kind and nature) therein.
<br />4. CONFIDENTIALITY. Each party (the "Receiving Party') agrees not to disclose (except as permitted herein) any
<br />Confidential Information of the other party (the "Disclosing Party ") without the Disclosing Party's prior written consent,
<br />"Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is
<br />marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the
<br />nature of the information and /or the circumstances surrounding the disclosure (including the terms of the applicable
<br />Software Agreement). OpenGov's Confidential Information includes, without limitation, the software underlying the Software
<br />Services and all documentation relating to the Software Services. "Confidential Information" does not include "Public Data,"
<br />which is data that the city has previously released or would be required to release according to applicable federal, state, or
<br />local public records laws. The Receiving Party agrees: (i) to use and disclose the Confidential Information only in connection
<br />with this Agreement; and (ii) to protect such Confidential Information using the measures that Receiving Party employs with
<br />respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care.
<br />Notwithstanding the foregoing, Confidential Information does not include information that: (i) has become publicly known
<br />through no breach by the receiving party; (ii) was rightfully received by the receiving party from a third party without
<br />restriction on use or disclosure; or (iii) is independently developed by the Receiving Party without access to such
<br />Confidential Information. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent
<br />required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or
<br />limit disclosure is given to the Disclosing Party.
<br />5. DATA LICENSE. Customer grants OpenGov a non - exclusive, transferable, perpetual, worldwide, and royalty -free
<br />license to copy, modify, and make derivative works of any data or information submitted by Customer to OpenGov for the
<br />development of new software or the provision of the Software Services.
<br />G. PAYMENT OF FEES. The fees for the Software Services ( "Fees ") are set forth in the applicable Software Agreement.
<br />Customer shall pay all Fees within thirty (30) days after the date of Open Gov's invoice (which OpenGov typically sends 45
<br />days after the Effective Date). Unpaid invoices may be subject to a finance charge of 1.5% per month on any outstanding
<br />balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
<br />7. TERM & TERMINATION
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