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3.4 Lk:ense. To the extent Butldingeye provides I►�tegratfon Code to Mun#cipality hereunder, Buiidingeye
<br /> hereby grants ta Municipality a limited, no�-exdusive, roya�ty-free, non-transferable licsnse during the Term to use and
<br /> reproduce the Intsgration Code as reasonably necessary to perform the Integration. Municipafity shall not create
<br /> derfvative works of, distribute, scrbfivertse w transteer tt� frttegratior► Code, or ot�nanaise use t�re Integration Code in any
<br /> manner or for any purpose.
<br /> 3.5 Qp�ration of Cu�t4m Platform. Buiidingeye will use commercially reasonab�efforts to operate the Custom Platfarm
<br /> such that it is cor►t+nuassty avaitiable, prov+ded that Buti4�i�eye may su�spend suc.k� opesati�r► from time ta time tor
<br /> purposes of c�nducting maiMenance, updates, or repairs. Buiidingeye shail use reasonabie efforts to pertorm
<br /> main#er�ance, updates or repairs between hours of 10:00 pm and 6:00 am. In �ldition, the Custom Platform, may be
<br /> unavailable from time to time due to ever�ts � force majeure (as described in Se�tio�n 10.4), Buildingeye makes rro
<br /> representffiion or wanranty that the Custom Platfonn shall be continuously availabie.
<br /> 3.6 Proiect Manager. Municipality shall appoint one of its emplayees as the primary point of c�n#act for
<br /> Buildingeye with respect to all matters relating to this Agreement(the"Project Manager"). Municipaiity shall ensure that
<br /> the Project Manager is available fior cummunications with Buil�ngeye regardirtg the Services and Data, as reasonably
<br /> requested by Buiklingeye. Buiidingeye will be entitled to rely on instruct�ons and c�nsents provi�d by the Project
<br /> Maraager.
<br /> 3.7 Non-Exctusive RetationshiQ 'fhe retationship created Aere�y is non-exctusive. Municipaiity
<br /> acknowledges and agrees that Buildingeye may provide similar services for others.
<br /> 4. PAYMENT.
<br /> 4.1 F�s. Municipality shall pay Buildingeye the fees as set farth in Exh" i# C hereto for the Services and
<br /> Integrated Plafform.
<br /> 4.2 Pavmertt Terms. Except to the e�ctent atherwise set fo�th in Ejchibit C, Buiidingeye shall ir�vace
<br /> Municipaliiy at the end of each calendar y8ar for all annual fees as set forth in Exhibit C, with such fees covering the
<br /> subsequent calendar yea�. The annual fee for the calendar year in which the Effective Date occurs shall be due and
<br /> payable on a pro-rated basis upon delivery of the Private Release (as derfined in Exhibtt B) to the Municipality.
<br /> Municipality agrees ta psy atl invoioes within th+tty t30)days of teceipt. Aa paymet�ts witt be made in U.S. do4las's. Any
<br /> amounts due to Buildingeye under this Agreement not received by the date due witl be subject to a late fee of 1.5% �r
<br /> month, or the maximum charge permitted by law,whict►ever is less. Municipality shail pay the amounts due under each
<br /> invoice without deducting any taues that may be applica6ae to such pa�ts. Municipality is responsible for payi�any
<br /> and all w�hho(ding, sates, va(ue added or other taxes, duties or charges appticabte to this Agreement, other than taxes
<br /> based on Buildingeye's income.
<br /> 5. OWNERSHIP. As between the parties, Buildingeye owns all right, title and interest (including ail
<br /> tntellectual Property Rights) in and to me Ptatform, Services, tntegratiai Code and any sofriv�re, technoiogy, materiais
<br /> and information owned by Buildingeye prior to the Effective Dats or created, auttwred, devebped,conceived or reduced
<br /> to practice by 6uildingeye after the Effective Date,wheth►er alone ar jaintiy wi#h others. Nothing herein shall be canstrued
<br /> to transfer any rights, title or ownership of the Platfam, Services. Integration Code or any Buildingeye sflftware,
<br /> technology, materials, information or 1nteAectual Property Rights to Municipality. Municipality is not required to provide
<br /> any ideas, feedback or suggestions regarding any of Buildingeye's products or services ("Feedbadc")to Bui�ingeye. To
<br /> the extent Municipality does provide�y Feedbadc to Buildingeye, Municipality agrees to assign and hereby does assign
<br /> �!f right, title and 'snterest in and to such Fesdback to Bu�fdisx,�eye artid adcno�rn+fedgss that Suildir�geye may freely use,
<br /> reproduce, modify, distribute, make, have made, sell, ofFer for sale, import and othervuise expioit in any manner such
<br /> Feedback without payment of any royatties or other considerat�on to Municipa�ty.
<br /> 6. 7ERM;TERl�!lNATlOM.
<br /> 6.1 Term. This Agresment shall be effective as of the Effective Date, and shall continue in full force and
<br /> effect until the tweNe (12) month anniversary thereof (the"Initial Term"). At the end of the Initiai Term, this l�qreemerrt
<br /> shalt automaticaUy renew for successive peciods of tw�elve (12) months each untess e�er pariy gives the other party
<br /> written r�otice of nan-renewal at least thirty{30)days prior to the rertewai date(such renewal perrads and the Initial Term,
<br /> collectively the"Term").
<br /> 62 Termination. Eitt�er party may terminate this Agreement,for any re�aso�or#or no reason, upon thirty(30)
<br /> days prior written notice to the other party. In the event of tem�ination of the Agreement by either party under the
<br /> foregaing sentence after paymerrt of an Annual Fee but prlor to completion of the applicable annual term, Buildingeys will
<br /> refund a pro rata amount of the Annual Fee for the unused portion of the term. Either party may teRninate this Agr�ment
<br /> effective immediatety�f the Qther party is in materiat breach of arry obti�gati�n, represerrtation or warrarrty hereunder and
<br /> REV:Q7-23-251/R
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<br /> ATTY/AGR.2015.145/BuildingEye/Planning Application Web Map Service
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