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DocuSign Envelope ID:BF158607-039B-45C7-BF4E-235E368E5BDF
<br /> other server or wireless or internet-based device that may allow third party entities, other than Client,to use the Services; (iv)
<br /> reverse engineer,decompile,disassemble or otherwise attempt to obtain the source code to all or any portion of the Services; or
<br /> (v)access any CivicPlus Property in order to(a)build a competitive product or service,(b)build a product using similar ideas,
<br /> features,functions or graphics of any CivicPlus Property,or(c)copy any ideas,features,functions or graphics of any CivicPlus
<br /> Property.The CivicPlus name,the CivicPlus logo,and the product and module names associated with any CivicPlus Property are
<br /> trademarks of CivicPlus,and no right or license is granted to use them outside of the licenses set forth in this Agreement.
<br /> 11. Provided Client complies with the terms and conditions herein,the relevant SOW,and license restrictions set forth in§10,
<br /> CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property
<br /> associated with any valid and effective SOW,for the term of the respective SOW.
<br /> 12. All CivicPlus helpful information and user's guides for the Services ("Documentation") are maintained and updated
<br /> electronically by CivicPlus and can be accessed through the CivicPlus "Help Center". CivicPlus does not provide paper copies
<br /> of its Documentation.Client and its Users are granted a limited license to access Documentation as needed.Client shall not copy,
<br /> download,distribute,or make derivatives of the Documentation.
<br /> 13. Client acknowledges that CivicPlus may continually develop, alter,deliver, and provide to the Client ongoing innovation
<br /> to the Services, in the form of new features,functionality,and efficiencies.Accordingly,CivicPlus reserves the right to modify
<br /> the Services from time to time.Any modifications or improvements to the Services listed on the SOW will be provided to the
<br /> Client at no additional charge.In the event that CivicPlus creates new products or enhancements to the Services("New Services"),
<br /> and Client desires these New Services,then Client will have to pay CivicPlus the appropriate fee for the access to and use of the
<br /> New Services.
<br /> 14. CivicPlus in its sole discretion,may utilize all comments and suggestions,whether written or oral, furnished by Client to
<br /> CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Client
<br /> hereunder constitute,collectively,the"Feedback"). Client hereby grants to CivicPlus a worldwide,non-exclusive, irrevocable,
<br /> perpetual,royalty-free right and license to incorporate the Feedback in the CivicPlus products and services.
<br /> Indemnification
<br /> 15. Unless prohibited by the law of Client's state, the Parties shall defend, indemnify and hold the other Party, its partners,
<br /> employees, and agents harmless from and against any and all third party lawsuits, claims, demands, penalties, losses, fines,
<br /> liabilities,damages,and expenses,including attorney's fees,of any kind,without limitation,arising out of the negligent actions
<br /> and omissions,or intentionally malicious actions or omissions of the indemnifying Party or its affiliates,partners, employees,
<br /> and agents,directly associated with this Agreement and the installation and ongoing operations of Services contemplated by the
<br /> SOW.This section shall not apply to the extent that any lawsuits,claims,demands,penalties,losses,fines,liabilities,damages,
<br /> and expenses is caused by the negligence or willful misconduct on the part of the indemnified Party.
<br /> Responsibilities of the Parties
<br /> 16. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying
<br /> carrier,licensor or other third-party service provider whose facilities or services are used in furnishing any portion of the Service
<br /> received by the Client.
<br /> 17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or
<br /> any entity employed/contracted on the Client's behalf. During Project Development, Client will be responsive and cooperative
<br /> with CivicPlus to ensure the Project Development is completed in a timely manner.
<br /> 18. Client agrees that it is solely responsible for any solicitation,collection,storage,or other use of end-user's personal data on
<br /> any Service provided by CivicPlus.Client further agrees that CivicPlus has no responsibility for the use or storage of end-users'
<br /> personal data in connection with the Services or the consequences of the solicitation,collection,storage,or other use by Client
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