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06
City of Pleasanton
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CITY CLERK
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AGENDA PACKETS
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2022
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011822
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06
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1/13/2022 9:49:59 AM
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1/13/2022 9:49:49 AM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
1/18/2022
DESTRUCT DATE
15Y
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Attachment 1 <br /> INNOVATIVE INTERFACES INCORPORATED <br /> SUBSCRIPTION LICENSE AGREEMENT <br /> This Subscription License Agreement ("License Agreement") is entered into by and between Innovative <br /> Interfaces Incorporated, a California corporation ("Innovative"), and the party identified as Client below("Client"), as <br /> of the"Effective Date" also set forth below. <br /> Client City of Pleasanton <br /> Address 400 Old Bernal Ave. <br /> Pleasanton CA 94566 <br /> Customer No. CU0785 <br /> Effective Date January 7, 2022 <br /> Initial Term 60 Months <br /> 1. Definitions. <br /> "Go-Live Date" means the Client's first use of the Software in a production environment. <br /> "GTCs" means the Innovative Interfaces Incorporated Subscription License Agreement General Terms and <br /> Conditions in Exhibit B. <br /> "Support Terms"means the Innovative Interfaces Incorporated Maintenance and Support Terms and Conditions <br /> in Exhibit C. <br /> "Hosting Terms" means the Innovative Interfaces Incorporated Hosting Terms and Conditions in Exhibit D. <br /> 2. General. Innovative and Client agree that this License Agreement is a binding agreement between the <br /> parties and is governed by the GTCs, Support Terms and, if the attached Pricing Exhibit indicates that Client has <br /> purchased hosting services, then the Hosting Terms, all of which are made a part hereof. This License Agreement, <br /> the GTCs, Support Terms, Hosting Terms, if applicable, and all other exhibits, schedules and terms and conditions <br /> referenced by or in this License Agreement, the GTCs, Support Terms or Hosting Terms together constitute the <br /> "Agreement." Client acknowledges and agrees that it has had the opportunity to review the Agreement, including <br /> without limitation, the GTCs, Support Terms and Hosting Terms, prior to the execution of this License Agreement. <br /> Unless otherwise specified, capitalized terms in this License Agreement have the same meaning as those in the <br /> GTCs.This Agreement is governed by and interpreted in accordance with the internal substantive laws of the State <br /> of California, without regard to any other laws that would require the application of the laws of another jurisdiction. <br /> Application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded. <br /> In consideration of Innovative's grant to Client of a subscription license to the Software as described within Exhibit <br /> A and its continued grant to Client of subscription licenses to the software identified as Currently Licensed Software <br /> in Exhibit A, Client acknowledges, and the parties agree, that contemporaneously with Client's first use of the <br /> Software identified in Exhibit A in a production environment, all other existing software subscription agreements <br /> and associated purchase orders between the parties for the software identified as Currently Licensed Software in <br /> Exhibit A("Prior Subscription Agreement(s)"), (i)will be deemed to be immediately terminated by the parties' mutual <br /> written agreement and all such software subscriptions under the Prior Subscription Agreement(s) and associated <br /> purchase orders will be deemed Software(as defined in the GTCs) licensed and supported under the terms of this <br /> License Agreement. <br /> Page 1 of 17 <br />
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