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to Customer,such as implementation services,then these professional services <br />(“Professional Services”)will be described in an applicable statement of work (“SOW”) <br />agreed to by the parties.Unless otherwise specified in the SOW,any pre-paid <br />Professional Services must be utilized within one year from the Effective Date. <br />2.3.2.Relevant travel expenses are provided in the SOW.Any other travel expenses related <br />to the performance of the Professional Ser vices shall be pre-approved by and <br />reimbursed by Customer. <br />3.Restrictions and Responsibilities <br />3.1.Restrictions.Customer may not use the Software Ser vices in any manner or for any <br />purpose other than as expressly permitted by the Agreement and Documentation.In <br />addition,Customer shall not,and shall not permit or enable any third party to:(a)use or <br />access any of the Software Services to build a competitive product or service;(b) <br />modify,disassemble,decompile,reverse engineer or other wise make any derivative use <br />of the Software Ser vices (except to the extent applicable laws specifically prohibit such <br />restriction);(c)sell,license,rent,lease,assign,distribute,display,host,disclose, <br />outsource,copy or other wise commercially exploit the Software Services;(d)perform or <br />disclose any benchmarking or performance testing of the Software Services;(e)remove <br />any proprietary notices included with the Software Services;(f)use the Software <br />Ser vices in violation of applicable law;or (g)transfer any confidential personally <br />identifiable information to OpenGov or the Software Services platform. <br />3.2.Responsibilities.Customer shall be responsible for obtaining and maintaining computers <br />and third party software systems of record (such as Customer ’s ERP systems)needed to <br />connect to,access or otherwise use the Software Ser vices.Customer also shall be <br />responsible for:(a)ensuring that such equipment is compatible with the Software <br />Ser vices,(b)maintaining the security of such equipment,user accounts,passwords and <br />files,and (c)all uses of Customer user accounts by any party other than OpenGov. <br />4.Intellectual Property Rights;License Grants;Access to Customer Data <br />4.1.Software Services.OpenGov owns all interests and Intellectual Property Rights in the <br />Software Services.The look and feel of the Software Services,including any custom <br />fonts,graphics and button icons,are the property of OpenGov.Customer may not copy, <br />imitate,or use them,in whole or in part,without OpenGov ’s prior written consent. <br />Subject to Customer ’s obligations under this Agreement,OpenGov grants Customer a <br />non-exclusive,royalty-free license during the Term to use the Software Ser vices. <br />4.2.Customer Data.Customer Data and the Intellectual Property Rights therein belong to the <br />Customer.Customer grants OpenGov and its partners (such as hosting providers)a <br />non-exclusive,royalty-free license to use,store,edit,and reformat the Customer Data <br />for the purpose of providing the Software Ser vices.Customer further agrees that <br />OpenGov and its partners may use aggregated,anonymized Customer Data for purposes <br />of sales,marketing,business development,product enhancement,customer service, <br />and data analysis.Insights gleaned from aggregated,anonymized Customer Data will <br />2 <br />OpenGov Master Services Agreement Revised June 1,2023 <br />DocuSign Envelope ID: B15D270E-E3B1-4F57-8C92-589FF8DAFA15DocuSign Envelope ID: 2B2F7267-322F-4A10-85EF-ADB56278A499