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iv. Use of Hosted Service by Permit Applicants. OpenCounter hereby agrees to allow Permit Applicants to use <br /> the Hosted Service,solely to the extent necessary to provide information to City regarding applications for <br /> permits the issuance of which are with City's jurisdiction, provided that Permit Applicants shall be required to <br /> consent to OpenCounter's Terms of Service presented to Permit Applicants when they register with the <br /> Hosted Service("Terms of Service"). City understands and agrees that if any Permit Applicant declines to <br /> agree to the Terms of Service, OpenCounter has no obligation to permit such Permit Applicant to access or <br /> use the Hosted Service <br /> v. Use Restrictions.City shall not:(0 access and/or use the Hosted Service in order to design,create or build a <br /> service or product that is competitive with the Hosted Service,or which uses ideas,features or functions that <br /> are similar to the Hosted Service;(ii)license,sublicense, sell, resell,transfer,assign,distribute or otherwise <br /> commercially exploit or make available to any third party the Hosted Service,except as expressly permitted <br /> herein;(iii)modify or make derivative works based upon the Hosted Service or any part thereof,or directly or <br /> indirectly disassemble,decompile, or otherwise reverse engineer the Hosted Service or any portion thereof. <br /> vi. Suspension of Access to Hosted Service. OpenCounter may suspend City's access to the Hosted Service at <br /> any time in order to:(i)prevent damages to, or degradation of, OpenCounter's network integrity;(ii)comply <br /> with any law, regulation,court order,or other governmental request or order which requires immediate <br /> action;or(iii)otherwise protect OpenCounter from potential legal liability;provided, however, OpenCounter <br /> will use commercially reasonable efforts to provide City with a minimum of five(5)business days'prior <br /> written notice of any such suspension. In addition, if City fails to pay, within ten(10)days of receiving written <br /> notice,when due any amounts owed hereunder, OpenCounter may suspend City's access to the Hosted <br /> Service. If suspended, OpenCounter will promptly restore use of the Hosted Service to the City after the <br /> event giving rise to the suspension has been resolved to OpenCounter'reasonable satisfaction. <br /> vii. Proprietary Rights. The Hosted Service, including all Intellectual Property Rights therein and thereto, and any <br /> modification thereof, are and shall remain the exclusive property of OpenCounter. City shall not take any <br /> action that jeopardizes the proprietary rights of OpenCounter or its licensors or acquire any right in the <br /> Hosted Service or OpenCounter Confidential Information,except the limited rights expressly granted in this <br /> Agreement. <br /> viii. Internet and Telecommunications Connections. City shall be responsible for obtaining any and all Internet <br /> and/or telecommunication connections used by City to access the Hosted Service. OpenCounter shall have <br /> no responsibility or liability for any interruption or delay in accessing or using the Hosted Service arising out of <br /> such Internet or telecommunications connections. <br /> ix. Licenses to OpenCounter: <br /> a) City Content. City hereby grants to OpenCounter a limited right and license,without the right to grant or <br /> authorize sub-licenses,during the Term of this Agreement to use and reproduce City Content,solely for <br /> the purpose of facilitating the performance of OpenCounter's obligations under this Agreement. <br /> b) Data Captured by the Hosted Service. City agrees that, subject to OpenCounter's confidentiality <br /> • obligations below,OpenCounter may aggregate data captured by the Hosted Service in connection with <br /> the use of the Hosted Service by City and Permit Applicants("Captured Data")with data captured by the <br /> Hosted Service from its use by other parties(collectively,"Aggregated Data"). <br /> c) City agrees that solely as part of the Aggregated Data, OpenCounter may use, reproduce,distribute, <br /> prepare derivative works from the Captured Data, provided that under no circumstances will <br /> OpenCounter use the Captured Data in a way that identifies City or individual Permit Applicants as the <br /> OpenCounter+Pleasanton,California Master Services Agreement 2 <br />