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EXHIBIT "C" <br />Software as a Service Subscription Terms and Conditions <br />These Software as a Service Subscription Terms and Conditions (these "Terms and Conditions') <br />are attached to the Professional Services Agreement (the "Agreement") dated as of <br />(the "Effective Date') by and between Smart Utility Systems, Inc. ("Consultant"), and the City of <br />Redwood City ("City'). <br />RECITALS <br />Consultant offers software applications known as SCM®, SiQ�', and SWi0sm (the "Software"), and <br />the parties have agreed that Consultant will make the cloud -hosted Software available for and to <br />City and City's customers. Therefore, in consideration of the mutual covenants, terms, and <br />conditions set forth below and in any relevant exhibits or documents, the adequacy of which is <br />hereby acknowledged, the parties agree as follows: <br />TERMS AND CONDITIONS <br />1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever <br />used in these Terms and Conditions. <br />1.1. "Documentation" means the Software's standard user manuals and any other accompanying <br />documents related to the Software delivered to City during Implementation. <br />1.2. "Implementation" means the process for gathering requirements, configuring, testing, <br />training, and integrating the Software for City's use, as set forth in a Statement of Work. <br />1.3. "Software" means Consultant's SCM®, SiQs" and SWiQ` software, in source code and object <br />code format. <br />1.4. "Specifications' means Consultant's specifications for the Software, as set forth in an <br />applicable Statement of Work. <br />1.5. "Term" means the terms as set forth in Section 3 of the Agreement. <br />1.6. "Upgrades" is defined in Section 3.1 below. <br />2. SOFTWARE DELIVERY. <br />2.1. Right to Access and Use Software. Consultant hereby grants City a nonexclusive right to use <br />and make available the Software to City's utility users and/or employees during the Term, <br />subject to Section 2.2 below. <br />2.2. Restrictions on Software Use. These Terms and Conditions grant the City a limited right to <br />access and use the Software. Therefore, the Software is not sold, and City receives no title to <br />Page 25 of 38 <br />AM/AGR/2017.104/SMART ENERGY SYSTEMS—CUSTOMER WATER USE PORTAL <br />REV: 05-15-17 MI <br />