25B - AGMT - PD TRAINING SOFTWARE

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• nivasive of personal privacy; • subject to mandatory public disclosure by Contractor except in accordance with City's written instructions to Contractor; • protected by the flealth Insurance Portability Accountability Act (HIPAA); • Restricted Data, as that term is defined in Title 28, Part 20, Code of Federal Regrda6ons; or • Personally Identifiable Information (I'll), other than the PIt respecting each User required for such User to be able to log into and utilize the Subscription Services. e) City shall comply with all applicable taws in using the Contractor Services. f) Contractor tray, from time to time, adopt and update rules for permitted and appropriate use of the Contractor Services. Upon delivery to City, or publication on the Contractor Site, of any such piles or updates, any further use of the Subscription Services by City and City's Users shall be subject to such rules. g) Contractor reserves the right, in addition to any other remedies available to it, to suspend any User account or User activity if Contractor believes such account or activity (i) is the source of disruption of the Contractor Services or harm to the systems or infrastructure of Contractor or any third party, (ii) is being used to conduct illegal activity or activity that could potentially expose Contractor to legal liability, or (iii) has been used to submit Restricted Materials to the Contractor Services, or (iv) otherwise violates the terms and conditions set forth in this Agreement or any rules adopted by Contractor with respect to the use of the Contractor Services. It) The Contractor Services are subject to modification from time to time at Contractor's sole discretion; provided that any such modification will not degrade the functionality of the Subscription Services in any material manner, except as required by applicable law. Contractor will use reasonable efforts to give City prior written notice of any material modification. 2. City Content. a) As between City and Contractor, all City Content submitted to the Contractor Services by City or by City's Users will remain the sole property of City or such Users. Subject to the terns and conditions of this Agreement, City grants to Contractor a non - exclusive license to use, copy, store, transmit and display City Content to the extent reasonably necessary (i) to provide, maintain and improve the Contractor Services and (ii) to confirm compliance with the terms of this Agreement. b) During the Term of this Agreement, City may extract City Content at any time through the Subscription Services. For a period of ninety (90) days after the end of the Term, City Content will be furnished to City upon written request. Thereafter, Contractor shall have no further obligation to retain any City Content. c) Except as authorized by City (in this Agreement or otherwise) or required under applicable law, Contractor shall not disclose any City Content to anyone other than Contractor's to 25B -12