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Accela
<br /> Software in a way that; (a) violates or infringes upon the rights of a third party; or (b) store or transmit of libelous,
<br /> tortious, or otherwise unlawful material or malicious code or viruses; (vi) create derivative works, reverse engineer,
<br /> decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the
<br /> Software (except to and only to the extent such rights are proscribed by law); (vii) interfere with or disrupt the security,
<br /> integrity, operation, or performance of the Software; (viii) access, use or provide access or use to the Software or
<br /> Documentation for the purposes of competitive analysis, the development, provision, or use of a competing software,
<br /> SaaS or product or any other purpose that is to Accela's detriment or commercial disadvantage, (ix) provide access to the
<br /> Software to competitors of Accela, (x) access or use components of the Software not licensed by Customer; (xi) use or
<br /> allow the use of, the Software by anyone located in, under the control of, or that is a national or resident of a U.S.
<br /> embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3); (xi)
<br /> remove, delete, alter, or obscure any trademarks, Documentation ,warranties, or disclaimers, or any copyright,
<br /> trademark, patent, or other intellectual property or proprietary rights notices from any Software; or(xii)access or use the
<br /> Software in, or in association with, the design, construction, maintenance, or operation of any hazardous environments,
<br /> systems, or applications, any safety response systems or other safety-critical applications, or any other use or application
<br /> in which the use or failure of the Software could lead to personal injury or severe physical or property damage.
<br /> 2.5 Ownership and Proprietary Rights. Accela retains all Intellectual Property Rights, including all rights, title and
<br /> license to the Software, Support Services, and Consulting Services, any related work product of the foregoing and all
<br /> derivative works thereof by whomever produced. Except for the limited rights and licenses expressly granted under this
<br /> Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third
<br /> party any intellectual property rights or other right,title, or interest in or to the Software,Support Services and Consulting
<br /> Services.
<br /> 2.6 Customer's Responsibilities. Customer will solely responsible for (i) minimum systems requirements as set forth in
<br /> the Documentation, (ii) for meeting, at a minimum, all industry standard and legal security requirements to prevent
<br /> unauthorized access to the Software and Customer Data; (iii) Authorized Users' compliance with this Agreement and for
<br /> any other activity (whether or not authorized by Customer); (iii) the accuracy, quality, integrity and legality of Customer
<br /> Data and External Users use of the Software interface, and (v) use of the Software, Support and Maintenance and
<br /> Consulting Services only in accordance with the applicable Documentation, laws and government regulations.
<br /> 3. PAYMENT TERMS
<br /> 3.1 Purchases Directly from Accela. Customer will be invoiced for those amounts and at prices set forth in an Order(an
<br /> "Invoice"). All invoices are due and payable net 30 from the date of the applicable invoice.All amounts payable to Accela
<br /> under this Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any
<br /> reason. Any late payments shall be subject to an additional charge of the lesser of 1.5% per month or the maximum
<br /> permitted by law. All fees are exclusive of any taxes, levies, duties, withholding or similar governmental assessments of
<br /> any nature (collectively, "Taxes"). If any such Taxes are owed or payable for such transactions, they shall be paid
<br /> separately by Customer without set-off to the fees due Accela.
<br /> 3.2 Purchases from Authorized Resellers. Where Customer has purchased any products or services through a reseller,
<br /> subject to these terms, any separate payment arrangements and terms shall be exclusively through such reseller and
<br /> Accela is not a party to such transactions. Accela's sole obligations are set forth herein and Customer acknowledges that
<br /> its rights hereunder may be terminated for non-payment to such third party.
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