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EXHIBIT A <br />Service Description <br />See attached Statement of Work, <br />Provisions Applicable to City's Use of Software: <br />Contractor provides services ( "Contractor Services ") using Contractor's software ( "Contractor <br />Software ") and access- controlled website ("Contractor Site ") which City desires to use for the <br />management of City's documents, records and data (collectively, "City Content "); and <br />City desires to obtain a subscription ("City Subscription ") for certain Contractor Services in <br />accordance with the provisions of this Agreement <br />Use of Subscription Services. <br />a) Subject to the terms and conditions of this Agreement, Contractor grants City and <br />City's designated users ( "Users ") the nonexclusive right to use the Subscription Services during <br />the Subscription Terri. <br />b) Neither City nor any User will (i) modify, translate, or create derivative works of the <br />Contractor Services, Contractor Software or Contractor Site (collectively, "Contractor <br />Technology "); (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any <br />of the Contractor Software's source code or any other technology used by Contractor to provide <br />the Contractor Service; (iii) sublicense, resell or distribute any Contractor Technology in any <br />manner or form; (iv) share login credentials for the Subscription Services with other parties; (v) <br />"frame" or "mirror" the Contractor Services or Contractor Site; or (vi) use or permit. any User to <br />use the Contractor Technology from any location outside of the United States, <br />c) City is responsible for maintaining the security and confidentiality of all User <br />usemames and passwords and for all activities that occur under City's User accounts. City agrees <br />to notify Contractor immediately of any unauthorized use of any username or password or <br />account or other known or suspected breach of security, <br />d) City will have sole responsibility, and Contractor assumes no responsibility, for the <br />City Content. Without limiting the foregoing, City will not submit, or permit any of its Users to <br />submit, to the Contractor Services any City Content or other materials (collectively "Restricted <br />Materials ") that are <br />• Illegal or illegally created or obtained; <br />• false or misleading; <br />• defamatory; <br />• indecent or obscene; <br />• threatening; <br />• infringing of any third party rights; <br />25B -11 <br />