|
City of Santa Ana
<br />public data provided by Customer to Company to enable the provision of the Services
<br />("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect. such
<br />Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise
<br />permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing
<br />Party agrees that the foregoing shall not apply with respect to any information after five (5) years
<br />following the disclosure thereof or any information that the Receiving Party can document (a) is
<br />or becomes generally available to the public, without any action by, or involvement of, the
<br />Receiving Party or (b) was in its possession or known by it prior to receipt from the Disclosing
<br />Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was
<br />independently developed without use of any Proprietary Information of the Disclosing Party or
<br />(e) is required to be disclosed by law. The Receiving Party acknowledges that in the event of a
<br />breach of Section 3.1 by the Receiving Party, substantial injury could result to the Disclosing
<br />Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event
<br />that the Receiving Party engages in, or threatens to engage in any act which violates Section 3. 1,
<br />the Disclosing Party will be entitled, in addition to all other remedies which may be available to it
<br />under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or
<br />preliminary or permanent injunctions) and specific enforcement of the terms of Section 3.1. The
<br />Disclosing Party will not be required to post a bond or other security in connection with the
<br />granting of any such relief.
<br />3.2 Company shall own and retain all right, title and interest in and to (a) the Services and Software,
<br />together with all improvements, enhancements, modifications, changes, translations, compilation,
<br />and derivative works thereto, (b) any software, applications, inventions or other technology
<br />developed in connection with Implementation Services or support, (c) any analytics generated
<br />through Customer's use of the Services, including but not limited to, any data, materials,
<br />information, and reports ("Analytics") and (d) all intellectual property rights related to any of the
<br />foregoing. Company hereby grants Customer a perpetual, royalty -free, non-exclusive, non-
<br />transferable and non sublicensable license to access and use the Analytics.
<br />3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data
<br />and other information relating to the provision, use and performance of various aspects of the
<br />Services and related.systems and technologies (including, without limitation, information
<br />concerning Customer Data and data derived therefrom), and Company will be free (during and
<br />after the term Inereof) to (i) use such information and data to improve and enhance the Services
<br />and for other development, diagnostic and corrective purposes in connection with the Services
<br />and other Company offerings, (ii) disclose such data solely in aggregate or other de -identified
<br />form in connection with its business, and (iii) disclose, share, license, or resell Analytics to third
<br />parties for consideration. No rights or licenses are granted except as expressly set forth herein.
<br />4. PAYMENT OF FEES
<br />4.1 Customer will pay Company the then applicable fees described in the Order Form for the
<br />Services and Implementation Services in accordance with the terns therein (the "Fees"). If
<br />Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or
<br />otherwise requires the payment of additional fees (per the terms of this Agreement), Customer
<br />shall be billed for such usage and Customer agrees to pay the additional fees in the manner
<br />provided herein. Company reserves the right to change the Fees or applicable charges and to
<br />institute new charges and Fees at the end of the Initial Term or then current Renewal Term, upon
<br />thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that
<br />Company has billed Customer incorrectly, Customer must contact Company no later than 90 days
<br />after the closing date on the first billing statement in which the error or problem appeared, in order
<br />to receive an adjustment or credit. Inquiries should be directed to Company's customer support
<br />department.
<br />Actuarial Services and Technology r
<br />LicensingAgreenvent Govt nvest
<br />Irni�F1: b yow linanua fulme
<br />Page 4
<br />
|