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which currently are 8am to 6pm Pacific Time, Mon -Fri, excluding holidays. Customer may report issues any time.
<br />However, OpenGov will address issues during business hours.
<br />2.3 Professional Services.
<br />(a) OpenGov will provide the professional services (the "Professional Services") to Customer, such as
<br />implementation services, as described in Exhibit A, Statement of Work ("SOW"). For Professional Services
<br />performed on a time and materials basis, any pre -paid Professional Services Fees must be utilized within the
<br />Term. Any unused pre -paid Professional Services Fees not utilized within the Term shall be forfeited
<br />(b) All Professional Services shall be performed by OpenGov in Redwood City. No travel outside of
<br />Redwood City shall be required.
<br />3. RESTRICTIONS AND RESPONSIBILITIES
<br />3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as
<br />expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: (a)
<br />use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble,
<br />decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent
<br />applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host,
<br />disclose, outsource or otherwise commercially exploit the copy, rent, lease, distribute, assign, sell, or otherwise
<br />commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of
<br />the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the
<br />Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information
<br />to OpenGov or the Software Services platform.
<br />4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA
<br />4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual
<br />Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts,
<br />graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in
<br />whole or in part, without OpenGov's prior written consent unless provided to OpenGov by Customer, such as
<br />Customer logo. Subject to Customer's obligations under this Agreement, OpenGov hereby grants to Customer a
<br />non-exclusive, royalty -free license during the Term to use the Software Services.
<br />4.2 Customer Data. City will own all right, title and interest in Customer Data that is used with the Software
<br />Services provided under this Agreement. OpenGov shall not access Customer user accounts or Customer Data,
<br />except (1) as necessary to provide the Software Services and Professional Services, (2) in response to Software
<br />Service technical issues, (3) as required by the express terms of this Agreement or (4) at City's written request.
<br />4.3 Data Location. OpenGov shall provide its Software Services to the City and its end users solely from data
<br />centers in the U.S. City Data at rest shall be stored solely in data centers and corporate locations in the U.S.
<br />OpenGov shall not allow its personnel or contractors to store Customer Data on portable devices, including
<br />personal computers, except for devices that are used and kept only at its U.S. data centers and corporate
<br />locations in the U.S., and any U.S. data centers of OpenGov's technology partners (e.g. for data ingestion
<br />pipelines, monitoring/alerting, and other data platforms OpenGov uses to deliver its Software and Professional
<br />Services). OpenGov shall permit its personnel and contractors to access Customer Data remotely only as
<br />required to provide the Software Services and Professional Services or to provide technical support so long as
<br />any remote access occurs in the U.S.
<br />4.4 Access to Customer Data. Customer may download the Customer Data from the Software Services at any
<br />time during the Term, other than during routine software maintenance periods. In the event of termination of the
<br />Software Services, OpenGov will assist Customer in downloading Customer Data, in a then mutually agreed upon
<br />format, allowing a reasonable period of time in which to do so.
<br />4.5 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty -free, irrevocable, perpetual,
<br />worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback.
<br />OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation
<br />based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the
<br />improvements and modifications.
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<br />REV: 03-25-19 PR
<br />ATTY/AGR.2019.068/OpenGov Software Suite
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