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REV: 03-17-23 MI 1.DEFINITIONS. Any capitalized terms used but not defined in these Dropcountr, Inc. Terms of Service (“Terms of Service) will have the meanings (if any) specified in the Order Form or SOW (each as defined below). In addition, the following definitions apply. 1.1.“Authorized User” means an individual employee of Utility who has been assigned unique credentials to access and use the Platform Services, whether or not that individual is accessing or using the Platform Services at any particular time. 1.2.“BUSINESS Application” means Dropcountr’s end-user facing application that provides water usage and other information to commercial customers of a water utility. 1.3.“CLEAR Platform” means the Dropcountr water analytics software platform designed for commercial use by water utilities. 1.4.“Customer” means a customer that has a water utility account serviced by Utility. 1.5.“Customer Data” means any data associated with a Customer, including as may be inputted or uploaded to the Platform Services. 1.6.“Fees” means the Set-up Fee and Subscription Fee. 1.7.“HOME Application” means Dropcountr’s end-user facing application that provides water usage and other information to residential customers of a water utility. 1.8.“Order Form” means Exhibit E of the Agreement.. 1.9.“Platform Services” means the BUSINESS Application, CLEAR Platform and HOME Application included in the Utility’s subscription plan, as specified in the Order Form and any SOW. 1.10.“SOW” means a statement of work or other service addendum that may be agreed upon by the parties in reference to the Agreement, including the SOW attached as Exhibit B of the Agreement. 1.11.“Utility” means the City. 1.12.“Utility Data” means (i) Utility’s proprietary data, if any, that its Authorized Users upload or input into the CLEAR Platform or HOME Application, and (ii) as applicable, Customer Data and other data obtained by Utility from third parties in connection with this Agreement. 1.13.PLATFORM SERVICES SUBSCRIPTION 1.14.Authorization. Subject to Utility’s compliance with the terms and conditions of this Agreement, including Utility’s obligation to pay all applicable Fees, Dropcountr will (i) permit Utility to access and use the CLEAR Platform, solely for Utility’s internal business purposes, and (ii) permit Utility to access and use the BUSINESS Application and the HOME Application, and to offer and make available the BUSINESS Application and the HOME Application to its Customers, in accordance with any SOW or relevant Dropcountr end-user documentation. 1.15.Authorized Users. Authorized Users may exercise the rights granted to Utility hereunder; provided, however, that Utility will ensure that all Authorized Users of the CLEAR Platform comply with the applicable terms and conditions of these Terms of Service, and Utility will be responsible for the Authorized Users’ acts or omissions in relation to the CLEAR Platform. Utility will not be responsible for the acts or omissions of Customers who are provided access to the HOME Application and the BUSINESS Application, provided, however, that Dropcountr will have the right to deny access to such applications to any Customer that violates the terms of use that are posted by Dropcountr within each application. Authorized Users may not share their access credentials with any other individuals. 1.16.Service Capacity. Utility’s and its Authorized Users’ use of the Platform Services, and Utility’s right to offer and make available the HOME Application and the BUSINESS Application to its Customers, is limited to that number of metered connections indicated on the Order Form (the “Service Capacity”), and is subject to ATTY/AGR.2023.056/Dropcountr, Inc. (Water Utility Customer Portal) (Page 20 of 32)