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C itywo rks r Azlem Systems, LLC, 11075 South Slate, Smile 24 • TEL 801.5232751 • FAX 801.523.3734
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<br />CITYWORKSO
<br />LICENSE AND MAINTENANCE AGREEMENT
<br />This Software License and Maintenance Agreement made by and betweemAzteca System's, LLC.("Aztecs Systems') a
<br />Delaware limited liability company, with a place of business at 11075 South Slate, Suite 24, Sandy, Utah 84070 USA
<br />and the City of Santa Ana, a charter city and municipal corporation organized and exiting under the Constitution of the
<br />laws of the state of California, using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee."
<br />This Agreement is effective immediately upon delivery of Licensed Products (the "Effective Date").
<br />Aztecs Systems Products are licensed under the terms and conditions of the Agreement. This agreement, when executed
<br />by the licensee named below e'Licensee") and Azteca Systems, LLC (Aztecs Systems), as licensor of the Software,
<br />Online, Services, and Documentation licensed under the License Agreement, will supersede any previous Agreements
<br />including the License Agreement presented in the installation process requiring acceptance by electronic
<br />acknowledgement and will constitute a signed License Agreement.
<br />This signed Agreement includes (i) this License and Maintenance Agreement, (ii) Addendum #1— Product Licensing,
<br />(iii) Addendum #2 — Standard Maintenance and Support and (iv) Addendum #3 — Third Party Contractor
<br />Acknowledgment.
<br />This signed Agreement may be executed in duplicate by the Parties. An executed Agreement, modification, amendment,
<br />or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or email,
<br />and reflects the signing of the document by any Party. Duplicates are valid and binding even if an original paper
<br />document bearing each Party's original signature is not delivered.
<br />ARTICLE I—DEFINITIONS
<br />1.1 Definitions. The terns used are defined as follows:
<br />a. "Agreement" means this Software License Agreement between Aztecs Systems and Licensee, inclusive of
<br />all schedules, exhibits, attachments, addenda and other documents incorporated by reference.
<br />b. "Authorization Code(s)" means any key, authorization number, enablement code, login credential,
<br />activation code, token, account user name and password, or other mechanism required for use of a
<br />Product.
<br />C. "Authorized User" or "User" shall mean: (i) a direct user of the Licensed Products, including but not
<br />limited to Licensee's employees; (ii) Licensee's consultants who have agreed to maintain the Licensed
<br />Property in confidence and use it only for the benefit of Licensee, or (iii) members of the public gaining
<br />access to, and only limited use of, the Licensed Products via the Software's public web portal (if
<br />applicable), Other than limited use of the Products through the software's web, portal, the public is not
<br />considered an authorized user.
<br />it. "Client Data" means the data provided or inputted by or on behalf of Licensee, including personally
<br />identifiable information, for use with the Software.
<br />e. "Covered Software" shall mean the particular Cityworks Software, scripts, interfaces and custom code
<br />identified in Addendum 01.
<br />f. "Deployment Server License" means a license that, in addition to providing staging server License rights,
<br />authorizes Licensee to install and use the Software for deployment in Licensee's internal use.
<br />g. "Testing Server License" means a license that authorizes Licensee to install and use the Software on a
<br />server in Licensee's internal use to provide testing License rights prior to deployment.
<br />h. "Documentation" means all user reference documentation that is delivered with the Software.
<br />i. "Internal Use" means use of the Licensed Products by employees of Licensee in Licensee's internal
<br />operations but does not include access of the Licensed Products by, or use of the Licensed Products in the
<br />provisions of services to, Licensee's clients or customers. Internal Use also includes use of the Licensed
<br />Products by contractors of Licensee, including contractors providing outsourcing or hosting services, as
<br />long as Licensee assumes full responsibility for the compliance with this Agreement in such use. Use of
<br />the Licensed Products (or any part thereof) for the benefit of others, whether by means of a software as a
<br />service offering, service bureau application, application service provider, outsourcing or other means of
<br />providing service to any third party shall not be considered Internal Use.
<br />Standard License & Maintenance Agreement Page I of 14
<br />10116 ed.
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