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InfoSend MSA
<br />Version 3.4 1 | Page
<br />InfoSend Master Service Agreement
<br />This Master Service Agreement (“Agreement”) is entered into on __July 01, 2024______ (the “Effective Date”) by and between
<br />the City of Pleasanton, CA, a municipal corporation, having its main office at P.O. Box 520, Pleasanton, CA 94566 (“Client”) and
<br />InfoSend, Inc., a California Corporation, having its main office at 4240 E. La Palma Avenue, Anaheim, California 92807 (“InfoSend”).
<br />Client and InfoSend are collectively referred to herein as the “parties” and individually as a “party.”
<br />In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
<br />1 Definitions
<br />For the purposes of this Agreement, the following terms and
<br />words shall have the meaning ascribed to them, unless the
<br />context clearly indicates otherwise.
<br />1.1 “Affiliate” means, with respect to a party, any entity
<br />or person that, directly or indirectly, owns or is owned by
<br />(whether in whole or in part), controls or is controlled by,
<br />or is under common control with, such party.
<br />1.2 “Agreement” shall refer to this Agreement, as
<br />amended from time to time, which shall constitute an
<br />authorization for the term of this Agreement for InfoSend
<br />to provide the Services, described herein, to the Client.
<br />1.3 “User(s)” shall mean a customer or employee of
<br />Client accessing InfoSend hosted applications via the
<br />Internet. Users of the System will agree to accept all the
<br />terms and conditions herein, and may be issued a unique
<br />User ID and/or password by InfoSend or Client.
<br />1.4 “Services” shall include the performance of the
<br />Services outlined in Section 2 and detailed in Exhibits A
<br />and C of this Agreement.
<br />1.5 “System” shall include all InfoSend hosted data and
<br />software applications.
<br />1.6 “Client Data” shall refer to all Client-supplied
<br />computer data files that contain personally identifiable
<br />information.
<br />2 Services Provided by InfoSend
<br />2.1 Scope of Services
<br />Subject to the terms and conditions of this Agreement,
<br />InfoSend, itself and/or through its Affiliate(s), shall
<br />provide to Client, and Client shall purchase from InfoSend,
<br />the services listed in Exhibit A (“Scope of Primary
<br />Services”) to this Agreement at the price set forth in
<br />Exhibit B (“InfoSend Fees”). In the event Client requires
<br />other consulting, installation, development and/or
<br />customization services, InfoSend shall perform and Client
<br />shall purchase such services in accordance with the
<br />provisions of Exhibit C (“Professional Services”) of this
<br />Agreement.
<br />2.2 Professionalism
<br />InfoSend and Client shall operate in a professional manner
<br />under this Agreement: in providing and receiving Services
<br />under this Agreement, the parties will perform in a
<br />manner consistent with that degree of care and skill
<br />ordinarily exercised by members of the same profession
<br />under similar circumstances.
<br />2.3 Time of Performance of Services
<br />InfoSend and Client acknowledge and agree that each
<br />party will use reasonable diligence to perform their
<br />respective obligations under this Agreement in a timely
<br />manner.
<br />3 License Grant and Restrictions
<br />3.1 Grant of License
<br />InfoSend agrees to provide to Users the right to use
<br />software and the provision of Services, but in all cases only
<br />in full and complete compliance with all of the terms and
<br />conditions of this Agreement. Subject to the terms of this
<br />Agreement, InfoSend hereby grants, and Client hereby
<br />accepts, for the Term (as defined herein) of this
<br />Agreement, a non-exclusive, non-transferable license to
<br />access and use and to permit its Users to access and use
<br />the System via the Internet (the “License”).
<br />3.2 License Restrictions
<br />Client hereby agrees not to: (i) reproduce, download,
<br />modify, create derivative works from, distribute, or
<br />attempt to reverse engineer, decompile, disassemble, or
<br />access the source or object code for, the System; (ii) use
<br />the System, or any component thereof, in any manner
<br />contrary to applicable laws or government regulations; or
<br />(iii)otherwise affect or attempt to enable the
<br />unauthorized use (with or without User ID and/or
<br />password) of the System.
<br />DocuSign Envelope ID: 43E02F51-7A2C-4361-B8BB-6A57EFD149CD
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