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Exhibit A
<br />Terms and Conditions
<br />Any capitalized terms not defined in these Terms and Conditions shall have the meaning assigned to it in that certain Agreement to
<br />which this Exhibit A is attached hereto by and between Brycer, LLC and Client (the "Agreement).
<br />Res irlctioLL9 on Use. Client shall not copy, dastribule, create derivative
<br />works of or modify the Solution in any way. Client agrees that: (a) it
<br />shall only permit its officers and employees (collectively, the
<br />"Authorized Uscrs'7 to use the Solution for the benefit of Client; (b) it
<br />shall use con)mcrcialiy reasonable efforts to prevent the unauthorized
<br />use or disclosure of the So luti❑ n; (c) it shall not sell, resell, rent or lease
<br />the Solution; (d) it shall not use the Solution to store or transnvt
<br />infringing or otherwise unlawful or tortious material, or to store or
<br />transmit material in violation of third party rights; (e) it shall not
<br />interfere with or disrupt the in+egri:y or performance o£the Solution or
<br />third party data contained therein; (f) it shall not reverse engineer,
<br />translate, disassemble, dee❑mpile or otherwise attempt to create any
<br />source code which is derived from the Solution (g) it shall not permit
<br />anyone other than the Authorized Users to view or use the Solution and
<br />any screen shots of the Solution and (h) it shall not disclose the features
<br />of the Solution to anyone other than the Awhorined Users. Client is
<br />responsible for all actions taken by the Authorized Users in connection
<br />with the Solution.
<br />Prep] etary Rich . All right, title and interest in and to the Solution,
<br />the features of the Solution and images of the Solution as well any and
<br />all darivativeworks ormodificaEons thereof (the "Derivative Works',
<br />and any accompanying documentation, manuals or other materials
<br />used or supplied under this Agreement or with respect to the Solution
<br />or Derivative Works (the "Documentation"), and any reproductions
<br />works made thereof, remain with Drycer. Client shall not remove any
<br />product identification or notices of such propriclaty rights from the
<br />Solution Client acknowledges and agrees that, except for the limited
<br />use rights establiAcd hereunder, Client has no right, title or interest in
<br />the Solution, the Derivative Works or the Documenla Lion.
<br />3. IudMmdmt Contractp. Nothing in the Agreement may be construed
<br />or interpreted as coustitu(mg cithtr party hereto as the agent, principal,
<br />empioyce orjomt venturer or the other. cacti of 0tent and ttrycer is
<br />an indepctrdent contractor. Neither may assume, either directly or
<br />indirectly, any liability of or for the other party. Neither party has the
<br />authority to bind or obligate the other parry and neither patty may
<br />represent that it has such authority.
<br />4. Resarvntion of Rishts. Brycer reserves the right, in its sole discretion
<br />and with prior notice to Client, to discontinue, add, adapt, or otherwise
<br />modify any design or specification of the Solution. and/or Brycer's
<br />policies, procedures, and requirements specified or related hereto. All
<br />rights not expressly granted to Client are reserved to Brycer, including
<br />the right to provide all or any part of the Solution to other parties.
<br />S. [Iscof Loeoa. During the term of this Agreement, Brycer shall have
<br />the right to use Client's logos for the purpose of providing the Solution
<br />to Client, subject to approval by the City Maneger or her designee.
<br />b. Confidential Information. Brycer and Client acknowledge and agree
<br />that in providing the Solution, Bryoer and Client, as the case may be,
<br />may disclose to the other party certain confidential, proprietary trade
<br />secret information ("Confidential Information"). Confidential
<br />Information may include, but is not limited to, the Solution, computer
<br />programs, flowcharts, diagrams, manuals, schematics, development
<br />tools, specifications, design documents, marketing information,
<br />financial information or business plans. Each party agrees that it will
<br />not, without the express prior written consent of the other party,
<br />disclose any Confidential Information or any part thereof to any third
<br />party. Notwithstanding anything to the contrary in this Agreement,
<br />Brycer acknowledges that Client is a public agency subject to
<br />disclosure requirements on the California Public Records Act
<br />("CPRA"). In the event of a request for information under the CPRA
<br />marked by Brycar as "Confidential information," Client will make
<br />REV: 02-12-21 PR
<br />reasonable efforts to provide notice to Brycer prior to such disclosure,
<br />allowing enough time for Brycer to seek a protective order, injunctive
<br />relief, or other appropriate remedy. If Brycer contends that any
<br />docurnsna are exempt from the CPRA and wishes to prevent
<br />disclosure, it is required, at its own, cost, ability, and expense to
<br />obtain a protective order, injunctive relief or other appropriate remedy
<br />from a court having jurisdiction over the matter at least two (2) days
<br />before City's deadline to respond to the CPRA request. If Brycer fails
<br />to obtain such a remedy before the deadline for City's response to the
<br />CPRA request, City will disclose the requested information and shall
<br />not be liable or responsible for such disclosure. Confidential
<br />Information excludes information: (a) that is or becomes generally
<br />available to the public through no fault of the receiving party; (b) that
<br />is rightfully received by the receiving party from a third patty without
<br />limitation as to its use; or (c) that is indepcadently developed by
<br />receiving party without use of any Confidential Information. At the
<br />temEnation of this Agr-,catent, each party will return the other party all
<br />ConfidmdalTnformaEon oftheother party. Each party also agrees that
<br />it shall not duplicate, translate, modify, copy, printout, disassemble,
<br />decompile or otherwise tamper with any Confidential Information of
<br />the other party or any firmware, circuit board or software provided
<br />therewith.
<br />7. Bac orWArrnnty. Brycerrepresents and warrants toClient that Brycer
<br />has all rights necessary in and to any patent, copyright, trademark,
<br />service marls or other intellectual property right used in, or associated
<br />with, the Solution, and that Bryson is duly authorized to enter into this
<br />Agreement and provide the Solution to Client pursuant to this
<br />Agreement.
<br />Digclaimer. All information entered into Brycer's database is produced
<br />by third party inspectors and their agents. Client acknowledges that
<br />Brycer does not create any of the data and info rmati on included in the
<br />Solution and is not responsible for and does not assess or make any
<br />suggestions or reconsmendaEons with respect to any such data or
<br />information. TH1.IREFORE, BRYCER SPECIFICALLY
<br />DISCLAIM5 ANY REPRESENTATION OR WARRANTY AS
<br />TO THE ACCURACY OR COMPLETENESS OF ANY
<br />INFORMATION ENTERED INTO BRYCER'S DATABASE BY
<br />EITHER CLIENT OR THIRD PARTY INSPECTORS. EXCEPT
<br />A8 SET FORTH IN SECTION 7. BRYCER MAKES NO OTHER
<br />WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
<br />THE SOLUTION OR ANY OTHER INFORMATION AND ALL
<br />OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
<br />ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT
<br />LIMITATION, THE IMPLIED WARRANTIES OF
<br />1v ERCOANTAIRL1TY AND FI'T'NESS FOR A PARTICULAR
<br />PURPOSE. BRYCER'S SOLE LIABILITY FOR BREACH OF
<br />THE REPRESENTATION AND WARRANTY SET FORTH IN
<br />SECTION 7. AND CLIENT'S SOLE REMEDY, SHALL BE
<br />THAT BRYCER SHALL INDEMNIFY AND HOLD
<br />RECIPIENT HARMLESS FROM AND AGAINST ANY LOSS,
<br />SUIT, DAMAGE, CLAIM OR DEFENSE ARISING OUT OF
<br />BREACH OF TIRE REPRESENTATION AND WARRANTY.
<br />LIMITATIM ON' DAMAGES. BRYCER SHALL ONLY BE
<br />LIABLE TO CLIENT FOR DIRECT DAMAGES PURSUANT
<br />TO THE AGREEMENT. EXCEPT AS OTHERWISE
<br />PROVIDED IN SECTION 7. IN NO EVENT SHALL BRYCER
<br />BE LIABLE FOR OR OBLIGATED IN ANY MANNER FOR
<br />SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES,
<br />INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS
<br />OF PROFITS OR SYSTEM DOWNTIME. CLIENT
<br />ACKNOWLEDGES AND AGREES THAT IN NO CASE SHALL
<br />BRYCER IS LIABILITY FOR ANY LOSS OF DATA OR DATA
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