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City of Santa Ana
<br />TERMS AND CONDITIONS
<br />1. SAAS SERVICES AND SUPPORT
<br />1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to
<br />provide Customer the Services in accordance with the Service Level Terms attached hereto as
<br />Exhibit A. As part of the registration process, Customer will identify an administrative user name
<br />and password for Customer's Company account. Company reserves the right to refuse
<br />registration of, or cancel passwords it deems inappropriate.
<br />1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support
<br />services in accordance with the terms set forth in Exhibit B.
<br />2. RESTRICTIONS AND RESPONSIBILITIES
<br />2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise
<br />attempt to discover the source code, object code or underlying structure, ideas, know-how or
<br />algorithms relevant to the Services or any software, documentation or data related to or used to
<br />provide the Services ("Software"); modify, translate, or create derivative works based on the
<br />Services or any Software (except to the extent expressly permitted in writing by Company or
<br />authorized within the Services); use the Services or any Software for timesharing or service
<br />bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or
<br />labels.
<br />2.2 Further, Customer shall not export or re-export, either directly or indirectly, the Software or any
<br />copies thereof in such manner as to violate the export laws and regulations of the United States or
<br />any other applicable jurisdiction in effect from time to time (including, without limitation, when
<br />such export or re-export requires an export license or other governmental approval without first
<br />obtaining such license or approval). Without limiting the foregoing, Customer shall not permit
<br />any third parties to access or use the Services in violation of any United States export embargo,
<br />prohibition, or restriction.
<br />2.3 Customer hereby agrees to indemnify and bold harmless Company against any damages, losses,
<br />liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in
<br />connection with any claim or action that arises from Customer's failure to comply with the terms
<br />of this Agreement or otherwise from Customer's use of Services, except if attributable to
<br />negligence or willful misconduct by Company. Although Company has no obligation to monitor
<br />Customer's use of the Services, Company may do so. Company reserves the right, in its sole
<br />discretion, and with reasonable notice to Customer, to prohibit or suspend Customer's use of the
<br />Services, at any time Company believes such use to be in violation of this Agreement or otherwise
<br />harmful to the Service.
<br />2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services
<br />needed to connect to, access or otherwise use the Services, including, without limitation,
<br />moderns, hardware, servers, software, operating systems, networking, web servers and the like
<br />(collectively, "Equipment"). Customer shall also be responsible for maintaining the security of
<br />the Equipment, Customer account, passwords (including but not limited to administrative and
<br />user passwords) and tiles, and for all uses of Customer account or the Equipment with or without
<br />Customer's knowledge or consent.
<br />3. CONFIDENTIALITY; PROPRIETARY RIGHTS
<br />3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has
<br />disclosed or may disclose business, technical or financial information relating to the Disclosing
<br />Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party),
<br />Proprietary Information of Company includes non-public information regarding features,
<br />fimctionality and performance of the Service. Proprietary Information of Customer includes non -
<br />Actuarial Services and Technology
<br />Licensing Agreement
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