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Application or third -party data, (e) copy the Web Application or any part, feature, function, or user interface thereof, (f) copy,
<br />extract, or store Content except as expressly permitted, (g) frame or mirror any part of the Web Application, other than framing
<br />on Your own intranets or otherwise for Your own internal business purposes, (h) process, extract, conduct load testing on, or
<br />place undue load on any part of the Web Application except as expressly permitted, (i) use the Web Application for marketing
<br />or telemarketing purposes; or 0) access the Web Application in order to build or enhance a competitive product or service.
<br />2.4. Future Functionality, Updates, and Beta Services. You agree that Your purchase of use of the Web Application is not
<br />contingent on the delivery of any future functionality or content, nor dependent on any oral or written public comments made by
<br />Us regarding future functionality or content. You agree that We may make changes to the Web Application over time for any
<br />reason, without limitation, and that We may not continue to provide or support older versions of the Web Application. We may
<br />invite You to try other Web Applications and options to Web Applications. Any such additional Web Applications and options
<br />may be subject to additional or separate terms and fees. In the event that such other Web Applications and options are trials or
<br />beta products, we will have no liability for any harm or damage arising out of Your use of such.
<br />3. FEES, PAYMENT, AND TERM
<br />3.1. Fees and Payment. You will pay all fees specified in the Consultant Agreement plus any applicable taxes, levies, duties,
<br />or similar governmental assessments of any nature. Except as otherwise specified herein or in an Consultant Agreement, (a)
<br />fees are based on the purchased use and not actual incremental usage, (b) payment obligations are non -cancelable and fees
<br />paid are non-refundable,(c) fees shall be made in advance in accordance with the frequency stated in the Consultant Agreement,
<br />(d) quantities or add-ons purchased cannot be decreased during the relevant subscription term, and (e) unless otherwise stated
<br />in the Consultant Agreement, invoiced charges are due net 30 days from the invoice date. You are responsible for
<br />providing complete and accurate billing and contact information and notifying Us of any changes to such information.
<br />3.2. Non -Payment or Failure to Pay. A charge of 1.5% per month may be assessed on any outstanding and past due invoices
<br />until paid in full. You will be charged for any cost of collections including, but not limited to, agent fees, legal fees and costs, and
<br />other associated expenses. If Your access and use is terminated or suspended due to nonpayment or noncompliance, You
<br />shall nonetheless still be responsible for any fees as set forth in this Agreement. If We do not receive from You payment for
<br />the invoiced amount within thirty (30) days of its due date, We may suspend Your access and use of the Web Application, until
<br />You bring Your account current.
<br />3.3. Term of Agreement. This Agreement will continue for the period defined in the Consultant Agreement as the 'Initial
<br />Term". The Agreement can be renewed for an additional two years upon approval from the City Manager. Upon termination, any
<br />non -perpetual licenses granted by DMP under this Agreement are immediately revoked.
<br />4. PROPRIETARY RIGHTS, LICENSES, AND CONFIDENTIALITY
<br />4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of
<br />Our/their rights, titres, and interests in and to the Web Application, including all of Ouritheir related intellectual property rights.
<br />You understand that We may at our sole discretion replace vendors or suppliers related to Content or Web Application
<br />functionality at any time without notice. You agree that any works commissioned or undertaken by Us pursuant to or in
<br />supplement to this Agreement shall be and remain Our property. No rights are granted to You hereunder other than as expressly
<br />set forth herein.
<br />4.2. Preservation of Notices. You agree to include, and not to remove or obscure, any copyright, trademark, patent, or other
<br />notices appearing within our Web Application including any visual or printed depictions of the same.
<br />4.3. License to Host Your Data. You grant Us a limited -term license to host, copy, adapt, modify, transmit, and display Your
<br />Data, as necessary for Us to provide the Web Application to You. You reserve all title, interest and intellectual property rights
<br />to Your Data.
<br />4.4. License to Collect Data and Use Feedback. You agree that We may collect and use information gathered as part of the
<br />Web Application to improve Our technology, products, and internal processes. You grant Us a worldwide, perpetual, irrevocable,
<br />royalty -free license to use and incorporate into the Web Application any suggestion, enhancement request, recommendation,
<br />correction, or other feedback provided by You or Your Users.
<br />5. CONFIDENTIALITY
<br />5.1. Trade Secrets and Confidential Information. The Web Application is based on and includes Our proprietary trade secrets
<br />and confidential information. You will not modify, adapt, translate, reverse engineer, decompile, attempt unauthorized access
<br />Web Application Subscription Terms and Conditions Page 2 of 3
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