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ATTACHMENT 1 Accela ACCELA SOFTWARE LICENSE AGREEMENT This Accela Software License Agreement (the "Agreement") is entered into as of the date of the applicable Order, as defined below, that incorporates these terms (the "Effective Date") by and between Accela, Inc. and the entity identified in such Order("Customer"). 1. DEFINITIONS 1.1 "Authorized User" means one named employee (identified by a unique email address), contractor or agent of Customer for whom Customer has purchased a license to the Software and who is authorized by Customer to access and use the Software under the rights granted to Customer pursuant to this Agreement. 1.2 "Consulting Services" means packaged or time and materials consulting, review, training or other services (but excluding Software and Support Services)delivered by Accela to Customer pursuant an Order, a current description of the currently available Consulting Services Policy is available at www.accela.com/terms. 1.3 "Customer Data" means the content, materials, and data that Customer, Authorized Users, and External Users enter in conjunction of their use of the Software. Customer Data does not include any component of the Software or material provided by or on behalf of Accela. 1.4 "Documentation" means the then-current technical and functional user documentation made generally available by Accela for Software. 1.5 "External Users" means third party users of the Software that access the public facing interfaces of the Software to submit queries and requests to facilitate communications between such third party and Customer. 1.6 "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.7 "License Period" means the duration of Customer's authorized use of the Software as designated in the Order, unless terminated earlier as set forth in this Agreement. 1.8 "Order" means an Accela order form or other mutually acceptable document fully executed between Customer and Accela that incorporates this Agreement. 1.9 "Software" means any software and Documentation that Accela uses or makes available as pursuant to an Order. 1.10 "Support Services"means those technical and help services provided by Accela in accordance with the Support Services Policy located at www.accela.com/terms. 1.11 "Support Period"means the period for which Customer has purchased Support Services,as set forth in the applicable Order Form. 1.12 "Third Party Software" means any software supplied to Accela by any party other than Accela included in the Software and may be available without charge for use,modification or distribution. 2. SOFTWARE LICENSE AND PROPRIETARY RIGHTS 2.1 License Grant. Subject to Customers compliance with the terms and conditions of this Agreement, Accela grants to Customer a limited, nonexclusive, nontransferable, non-sublicensable, revocable right and license to use the Software for internal business purposes only during the License Term and for the quantity of units as designated in the Order Form,to permit: (i) Authorized Users to access and use the internal and administrative interfaces of the Software in accordance with the Documentation to support Customer's internal business purposes and (ii) its External Users the ability to access and use the publicly available interfaces to submit requests and information to Customer. 2.2 Support Services. During the Support Period,Accela shall provide to Customer the Support Services specified in the Order and shall make all commercially efforts to attain the service levels as specified in the applicable policies. Customer grants Accela a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions or other feedback provided by Customer or Authorized Users. 2.3 Consulting Services. Customer may purchase Consulting Services from Accela by executing an Order for such services. All prices are exclusive of travel and expenses, which will be invoiced at actual cost, without markup, and will comply with the Consulting Services Policy or as otherwise agreed in the applicable Order. If applicable, one Consulting Services day shall be equal to eight(8)hours. 2.4 Restrictions on Use. Except as otherwise expressly provided in this Agreement, Customer shall not and shall not permit others to; (i) use or access the Software and Documentation in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Software available for access by third parties except as otherwise expressly provided herein; (iii) use the