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<br />of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious
<br />code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or
<br />otherwise attempt to derive source code or other trade secrets from or about any of the Subscription
<br />Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt
<br />the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or
<br />provide access or use to the Subscription Services or Documentation for the purposes of competitive
<br />analysis or the development, provision, or use of a competing software, SaaS or product or any other
<br />purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the
<br />Subscription Services to competitors of Accela; (viii) access or use components of the Subscription
<br />Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone
<br />located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory
<br />or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with
<br />Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers,
<br />or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any
<br />Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design,
<br />construction, maintenance, or operation of any hazardous environments, systems or applications, any
<br />safety response systems or other safety-critical applications, or any other use or application in which the
<br />use or failure of the Subscription Services could lead to personal injury or severe physical or property
<br />damage.
<br />2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the
<br />Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate
<br />Data, any related work product of the foregoing and all derivative works thereof by whomever
<br />produced; provided however, that to the extent such materials are delivered to Customer as part of the
<br />Subscription Services, Consulting Services or Support Services then Customer shall receive a limited
<br />license consistent with the terms of Section 2 to use such materials during the Subscription Period.
<br />2.6 Customer’s Responsibilities. Customer will: (i) be responsible for meeting Accela’s applicable
<br />minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii)
<br />be responsible for Authorized Users’ compliance with this Agreement and for any other activity
<br />(whether or not authorized by Customer) occurring under Customer’s account; (iii) be solely responsible
<br />for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable
<br />efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under
<br />its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the
<br />Subscription Services only in accordance with the applicable Documentation, laws and government
<br />regulations.
<br />3. PAYMENT TERMS.
<br />3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be
<br />invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription
<br />and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable
<br />net thirty (30) from the date of the applicable invoice. All amounts payable to Accela under this
<br />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
<br />the maximum permitted by law. All Subscription Services fees are exclusive of any taxes, levies, duties,
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