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4.17. "Personal Information" means any information that does or can identify a specific individual or by or
<br />from which a specific individual may be identified, contacted, or located. Personal Information includes
<br />all "nonpublic personal information" as defined under the Gramm -Leach -Bliley Act, "protected health
<br />information" as defined under the Health and Insurance Portability and Accountability Act of 1996,
<br />"Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal
<br />Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and
<br />regulations issued under any of the foregoing.
<br />4.18. "Professional Services" means installation, implementation, development work, training or consulting
<br />services including custom modification programming, support relating to custom modifications, on-site
<br />support services, assistance with data transfers, system restarts and reinstallations provided by
<br />CentralSquare.
<br />4.19. "Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents,
<br />subcontractors, and legal advisors.
<br />4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and
<br />Professional Services as employees, agents, Subcontractors or independent contractors of
<br />CentralSquare.
<br />4.21. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work,
<br />CentralSquare Systems and any and all other information, data, documents, materials, works, and other
<br />content, devices, methods, processes, hardware, software, technologies and inventions, including any
<br />deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by
<br />CentralSquare or any Subcontractor in connection with Professional Services or Support Services
<br />rendered under this Agreement.
<br />4.22. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of
<br />CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic
<br />systems (including database management systems), and networks, whether operated directly by
<br />CentralSquare or through the use of third -party services.
<br />4.23. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and
<br />general support efforts to respond to incidents reported by Customer in accordance with the detailed
<br />Support Standards outlined in Exhibit 2.
<br />4.24. "Third -Party Materials" means materials and information, in any form or medium, including any software,
<br />documents, data, content, specifications, products, related services, equipment, or components of or
<br />relating to the Solutions that are not proprietary to CentralSquare.
<br />5. License, Access & Services and Audit.
<br />5.1. Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users'
<br />compliance with the terms and conditions of this Agreement, CentralSquare hereby grants Customer a
<br />non-exclusive, non -transferable right to access and use the Solutions, solely by Authorized Users. Such
<br />use is limited to Customer's internal use.
<br />5.2. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicenseable,
<br />non -transferable license to use the Documentation during the Term solely for Customer's internal
<br />business purposes in connection with its use of the Solutions.
<br />5.3. Audit.
<br />5.3.1.Customer shall maintain for a reasonable period of time, but not less than three (3) years after
<br />expiration or termination of this Agreement, the systems, books, and records necessary to
<br />accurately reflect compliance with software licenses and the use thereof under this Agreement.
<br />Upon request, Customer shall permit CentralSquare and its directors, officers, employees, and
<br />agents to have on-site access at Customer's premises (or remote access as the case may be)
<br />during normal business hours to such systems, books, and records for the purpose of verifying
<br />such licensed use the performance of such obligations and amounts. Customer shall render
<br />reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection
<br />CentralSquare substantiates a deficiency or non-compliance, Customer shall promptly reimburse
<br />CentralSquare for all its costs and expenses incurred to conduct such audit or inspection and be
<br />required to pay for any delinquencies in compliance with software licenses.
<br />5.3.2.CentralSquare shall maintain any and all ledgers, books of account, invoices, vouchers, canceled
<br />checks, and other records or documents evidencing or relating to changes for services or
<br />expenditures and disbursements charged to the City under this Agreement for a minimum of three
<br />REV: 12-22-2020 PR
<br />ATTY/AGR.2020.307/Central Square (Page 3 of 26)
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