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<br /> 2. INDEPENDENT CONTRACTOR.
<br /> PublicStufP s relationship to ihe CLIENT shall be that of an independertt contrador.PublicStuff shall have no
<br /> authority, express or implied, to ac� on behafF of the CLIENT as an ageM, or to bind the CLIENT to any
<br /> obligation whatsoever, unless specific�Ily authorized in writing by the CLIENT. PublicStuff shall be sotety
<br /> responsible for the perfortnance of any of its employees, agents, ar subooritradors under this AgreemeM.
<br /> PublicStutf shall repon to the CLIENT any and aIl employees, sgents, and consultants performing work in
<br /> oonnedion with this pr+oject,and all shail be subjed to the approval of the CUENT.
<br /> 3. PURCHASED SERVICES
<br /> 3.1.Provtslon of Purchased 3ervices.We shall make the Purchased Services availabie to the CLIENT
<br /> pursuant to this Agreement as provided in the attached Invoice Form-Projed Statemerrt of Work for a
<br /> subscription term. CLIENT agrees that the purchases hereunder are neither contingent on the delivery of
<br /> any futu�e fundionality or features nor dependerrt on any oral or written public comments made by
<br /> PublicStufF regarding future functionality or features.
<br /> 3.2.User Subsc�iptions.Unless otherwise specfied in Invoice Form,(i)Services are purchased as User
<br /> subscriptions and may be accessed by no more than the specifed number of Users, (ii) additional User
<br /> subscriptlons may be added during the subscription term at the same pricing as that for the pre-existing
<br /> subscriptions, prorated for the remainder of the subscription tertn in effect at the time the additionai User
<br /> subscriptions ar+e added, and (iii) the added User subscriptions shall terminate on the same date as the
<br /> pre-existing subscriptions. User subscriptions are for clesignated Users and cannot be shared or used by
<br /> more than one User but may be reassigned to new Users replacing forme�Users who no longer require
<br /> ongoing use of the Services.
<br /> 3.3.Compe�satlon.Publicstuffs aompensation for all work performed and usersubsc►ip�ons in acxordance
<br /> with this Agreement shall not exceed the total contract price of 526,460 for three(3)years.No work shall
<br /> be performed by PublicStufF in excess of the totai contract price without prio�written approval of the
<br /> CLIENT representative. PublicStuff shall obtain approval by the CLIENT representative prior to
<br /> pertortning any work,which results in incidental expenses to CUENT.
<br /> 4. USE OF THE SERVICES
<br /> 4.1 Ou�Responstbilities.We shall: (i)provide to the CLIENT basic support for the Purchased Services
<br /> at no addi�onal charge, andJor upgraded support tf purchased separately, (ii) use commercially
<br /> reasonable eifotts to make the Purchased Servic�s available 24 hours a day, 7 days a week,except for.
<br /> (a)planned dowMtme(of which PublicStuff shali give at least 8 hours notice via the Purchased Services
<br /> and which PublicStuff shall schedule to the extent practicable during the weekend hours from 6:00 p.m.
<br /> Eastem Standard time Friday to 3:00 a.m. Eastem Standard time Monday), or (b) any unavailability
<br /> caused by circumstances beyond Our reasonable control, including without limitation, ads of God,acts of
<br /> govemmeM,flood,flre,earthquakes,civil unrest,acts of terror,strikes or other labor problems(other than
<br /> those invoMng Our employees), or Intemet senrice provider failures or delays, and (iii) provide the
<br /> Purchased Services only in accordance with applicable laws and govemment regulations.
<br /> 4.2. CUENTs Responsibilitles. CLIENT shall (i) be responsible for Users' compliance with this
<br /> Agreement, (ii) be solely responsible for the accuracy, qualityr, integrirty and legaliqr of Your Data and of
<br /> the means by which the CLIENT acquired Your Data, (iii) use commercially reasonable efforts to pr�eveM
<br /> unauthorized access to or use of the Services, and notify PublicStuff promptly of any such unauthorized
<br /> access or use, artd (iv) use the Services only in accordance with the Site and applicable laws artd
<br /> govemment regulations. CLIENT shall not (a) make the Services available to anyone other than Users,
<br /> (b) seil, resell, reM or lease the Services, (c) use the Services to store or transmit infringing, libelous, or
<br /> otherwise unlawful or tortious material, or to store or transmit material in viotation of third-party privacy
<br /> rights, (d)use the Services to store or transmit Malicious Code,(e)interFere with or disrupt the integrity or
<br /> performance of the Services or third-party data contained therein, or (fl attempt to gain unauthorized
<br /> access to the Services or their related systems or networks.
<br /> ATTY/AGR/2012.205/PUBLICSfUFF SUBSCRIPTION AGREHMENT
<br /> REV:12-20-12 MLG
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