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