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Except as expressly permitted herein, You shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products
<br />other than to Your rightful successors or assigns by means of a merger or sale of all or substantially all of Your business.
<br />You shall have no right to resell, redistribute, or relicense any aspect of the Licensed Products. Any resale, Redistribute, or relicense
<br />rights specifically require a completed Content Solutions Resale Sublicense Agreement separate and distinct from this agreement.
<br />Your contractors, consultants, and agents that You engage for the Intended Use may use the Licensed Products in digital format as
<br />long as (a) these third parties' use is only for the Intended Use, (b) these third parties do not sell, license, or otherwise distribute
<br />Licensed Products or any portion thereof, (c) these third parties must destroy any copies of the Licensed Products or portions thereof
<br />immediately upon termination or completion of their scope of work as related to the Intended Use, (d) these third parties are not
<br />competitors of Ours or of the Contributors, and (e) these third parties must abide by the terms of this Agreement.
<br />Without limiting the foregoing, You agree that You shall in no event use any aspect of the Licensed Products other than for the
<br />Intended Use.
<br />3. OUR RESPONSIBILITIES
<br />3.1. Delivery Formats and Schedules. We shall make delivery of the Licensed Products to You pursuant to the formats and
<br />schedules designated on the Consultant Agreement. Unless indicated otherwise, We will only make one (1) data delivery.
<br />4. YOUR RESPONSIBILITIES
<br />4.1. Compliance and Protection from Unauthorized Access and Use. You will be responsible for (a) compliance with the terms
<br />of this agreement by any parties to whom you grant access to the Licensed Products or Derivative Products, (b) securing and
<br />protecting the Licensed Products and Derivatives from unauthorized distribution and access, (c) preventing any use of the Licensed
<br />Products or Derivatives outside of the Intended Use, (d) preventing access from any of Our competitors or those of our Contributors
<br />to any portions of the Licensed Products, Derivatives, or any related information; (e) ensuring that no aspect of the Licensed Products
<br />is used in any way that (1) violates any law, statute, ordinance, or regulation; (2) infringes a third party's copyright, patent, trademark,
<br />trade secret, or other proprietary rights of publicity or privacy; or (3) is defamatory, trade libelous, unlawfully threatening or harassing.
<br />5. FEES, PAYMENT, AND TERM
<br />5.1. Fees and Payment. In consideration of the license rights granted in Section 2, You shall pay all fees as set forth in the
<br />Consultant Agreement, plus all applicable taxes, levies, duties, or similar governmental assessments of any nature. Except as
<br />otherwise specified herein or in an Consultant Agreement, (a) fees are based on Licensed Products purchased and not
<br />contingent upon Your actual usage, (b) payment obligations are non -cancelable and fees paid are non-refundable, (c) fees shall be
<br />made in advance at the beginning of each contract year unless specified otherwise in the Consultant Agreement, and (d) You shall
<br />be invoiced in full upon delivery and You will be pay the invoiced amount to Us in full within fifteen (15) days from date of invoice.
<br />5.2. Non -Payment or Failure to Pay. A charge of 1.5% per month may be assessed on any outstanding and past due invoices until
<br />paid in full. You will be charged for any cost of collections including, but not limited to, agent fees, legal fees and costs, and other
<br />associated expenses. If Your access and use is terminated or suspended due to nonpayment or non-compliance, You shall
<br />nonetheless still be responsible for any fees as set forth in this Agreement. If We do not receive from You payment for the invoiced
<br />amount within thirty (30) days of its due date, We may suspend Your access and use of the Services and Content, until You bring
<br />Your account current.
<br />5.3. Term of Agreement. This Agreement will continue for the period defined in the Consultant Agreement as the "Initial Term". The
<br />agreement can be renewed for an additional two (2) years upon approval from the City Manager. Upon termination, any non -
<br />perpetual licenses granted by DMP under this agreement are immediately revoked.
<br />6. PROPRIETARY RIGHTS, ADDITIONAL LICENSE LIMITATIONS, AND CONFIDENTIALITY
<br />6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our Contributors reserve all of
<br />Our/their rights, titles, and interests in and to the Licensed Products and Contributed Databases, including all of Our/their related
<br />intellectual property rights. You understand that We may at our sole discretion replace Contributors at any time without notice. You
<br />agree that any works commissioned or undertaken by Us pursuant to or in supplement to this Agreement shall be and remain Our
<br />property unless indicated otherwise. No rights are granted to You hereunder other than as expressly set forth herein.
<br />Content Solutions Sublicense Terms and Conditions Page 2 of 3
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