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Agmt20 Accela, Inc.
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Agmt20 Accela, Inc.
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Last modified
8/20/2021 9:26:58 AM
Creation date
2/13/2020 11:42:32 AM
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Template:
Agreement
Contractor Name
Accela, Inc.
PROJECT NAME
Accela Master Software As A Service (SaaS) Agreement 7-1-2019 to 6-30-2021
RMP File Number
304.5
Date
2/10/2020
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2.2.5. access or use the Subscription Services for the purpose of developing or operating products or services <br />intended to be offered to third parties in competition with the Subscription Services or allow access by <br />a direct competitor of Subscription Services; <br />2.2.6. obtain intellectual property rights to the use of any component of the Subscription Services (inclusive <br />of APIs); <br />2.2.7. Create derivative works based on the Subscription Service; <br />2.2.8. reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other <br />trade secrets from or about any of the Subscription Services or technologies, other than copying or <br />framing on Customer's own intranets or otherwise for Customer's internal business purposes in <br />accordance with Accela's applicable documentation; <br />2.2.9. interfere with or disrupt the integrity, operation, or performance of the Subscription Services or <br />interfere with the use or enjoyment of it by others by, among other things, using it to create, use, send, <br />store, or run viruses or other harmful computer code, files, scripts, agents, or other programs or <br />circumvent or disclose the user authentication or security of the Subscription Services or any host, <br />network, or account related thereto or use any aspect of the Subscription Service components other <br />than those specifically identified in an Order Form, even if technically possible. Accela assumes no <br />responsibility for any fraudulent or unauthorized use of the Software or any portion of the Subscription <br />Services. <br />2.2.10. Use or knowingly allow the use of, the Subscription Services by anyone located in, under the control <br />of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user <br />under Export Control Laws (as defined in Section 12.3). Notwithstanding the foregoing, Customer <br />may not have notice of what end user is using the Subscription Services and, as such, such use of <br />the Subscription Service shall not constitute a violation of this Agreement by Customer. <br />2.3 Data Usage and Storage. The Subscription Service is provided with a limit of two point five terabytes <br />(2.STB) of data storage for all cloud environments. Additional storage can be purchased from Accela by <br />Customer in blocks of five hundred gigabytes (500GB), with a price of one thousand dollars ($1,000) per year. <br />If the Subscription Service is nearing its expiration date or is otherwise terminated, Accela will initiate its data <br />retention processes, including the deletion of Customer Data from systems directly controlled by Accela. <br />Accela's Data Storage Policy can be accessed https://accela.box.com/y/DataStorarePolicv (which URL <br />location and content may be updated from time to time by Accela). <br />2.4 Accela's Resoonsibilities. Accela will: (i) make the Subscription Services available to Customer pursuant <br />to this Agreement and any applicable Order Forms; (ii) provide to Customer support related to the Subscription <br />Service in accordance with the Accela Support Terms accessible at httos.//accela.box.com/SaaSSupportPolicv <br />(which URL location and content may be updated from time to time by Accela); and (iii) provide the <br />Subscription Service only in accordance with applicable laws and government regulations. <br />2.5 Customer's Responsibilities. Customer will (i) be responsible for meeting Accela's applicable minimum <br />system requirements for use of the Subscription Service; (ii) be responsible for Authorized Users' compliance <br />with this Agreement and for any other activity (whether or not authorized by Customer) occurring under <br />Customer's account, (iii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data, <br />(iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Service <br />under its account, and notify Accela promptly of any such unauthorized access or use, and (v) use the <br />Subscription Service only in accordance with the applicable documentation, laws and government regulations, <br />and any written instructions provided by Accela to Customer. <br />3. PAYMENT TERMS. <br />REV: 02-10-20 PR <br />ATTY/AGR.2020.022/Accela, inc. (Page 3 of 18) <br />
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