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SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT
<br /> THIS AGREEMENT is dated June 7,2016
<br /> BY AND BETWEEN:
<br /> PerfectMind Inc. ("PerfectMlND"), a AND The City of Pleasanton
<br /> British Columbia corporation having an ("Customer"), a
<br /> office at: corporation having an office at:
<br /> 110-980 West First Street
<br /> North Vancouver, British Columbia Pleasanton, California, 94566
<br /> V7P 3N4
<br /> WHEREAS PerfectMlND wishes to license to Customer, and Customer wishes to use and
<br /> license from PerfectMIND, the Platform (as defined herein) on the terms and conditions set out
<br /> in this Agreement;
<br /> NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
<br /> the parties agree as follows:
<br /> PART 1—DEFINITIONS AND INTERPRETATION
<br /> 1.1 Definitions. In this Agreement, unless the context otherwise requires, capitalized
<br /> terms will have the meaning assigned to them herein, including the following:
<br /> (a) "Account"has the meaning set out in §5.6;
<br /> (b) "Account-holder" means an individual designated by Customer to whom an Account is
<br /> issued;
<br /> (c) "Applicable Laws" means all applicable laws and regulations, including all applicable
<br /> local, provincial, state, national and foreign laws, treaties and regulations as well as orders of
<br /> courts or laws, regulations, by-laws or ordinances of applicable governmental agencies;
<br /> (d) "Claims" means liabilities, actions, proceedings, claims, causes of action, demands, debts,
<br /> losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle �
<br /> any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred
<br /> in connection therewith;
<br /> (e) "Confidential Information"has the meaning set out in §8.1;
<br /> (1) "Content" means all materials and content, including designs, editorials, text, graphics,
<br /> audiovisual materials, multimedia elements, photographs, videos, music, sound recordings,
<br /> reports, documents, software, information, formulae, patterns, data and any other work, and
<br />
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