Agmt23 Dropcountr, Inc - Laserfiche WebLink

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REV: 03-17-23 MI performance of its obligations hereunder, within the scope of its regular business operations, including developing or operating data sets, algorithms or other analytical tools, or testing, implementing, integrating, developing or improving its products and services, and distributing or otherwise making available Dropcountr products and services to its customers. Notwithstanding the foregoing, Dropcountr shall not utilize Customer Data or Utility Data in any data sets that will be made available to any third party or customers of Dropcountr without fully deidentifying and aggregating such data so that no characteristics remain that could be used to reidentify such data to Utility or any Customer. 1.41.Feedback. To the extent that Utility provides Dropcountr with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Platform Services (collectively, “Feedback”), Utility hereby assigns and agrees to assign to Dropcountr all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agrees that Dropcountr will be free to use such Feedback in any manner, including by implementing such Feedback in the Platform Services and/or Dropcountr’s other technologies, products and services, without compensation or other obligations to Utility. 1.42.CONFIDENTIALITY 1.43.Obligations. “Confidential Information” means (subject to the exclusions below) any non-public information relating to or disclosed in the course of the Agreement that should be reasonably understood to be confidential. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, will not disclose Confidential Information to any third party without prior written authorization, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly granted under this Agreement. Except as otherwise provided herein, including with respect to Dropcountr’s use of Utility Data and Customer Data consistent with Section 7.4, the receiving party will promptly return or destroy the other party’s Confidential Information upon request. 1.44.Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; or (iii) was independently developed by the receiving party without violation of this Section 8. If a receiving party is required to disclose Confidential Information by law, the receiving party will promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure but will otherwise not be in violation of this Section on account of making the required disclosure. Dropcountr acknowledges that Utility is subject to the disclosure requirements of the California Public Records Act. 1.45.SERVICE LEVEL AGREEMENT. If Utility’s subscription includes service-level commitments as set forth in the Service Level Agreement which is included in Exhibit G of this Agreement. The remedies expressly provided in the Service Level Agreement are Utility’s sole and exclusive remedy, and Dropcountr’s entire obligation, with respect to any service-level violation. 1.46.DISCLAIMER. 1.47.Data Accuracy. The parties acknowledge and agree that the quality, accuracy and completeness of results obtained from the use of the Platform Services is dependent upon the quality, accuracy and completeness of available data, including Utility Data and Customer Data and other data that may be provided by third parties. Unless otherwise agreed to in the Order Form or SOW, Utility shall be solely responsible for providing or otherwise securing from third parties (including AMI Vendors, as defined in Exhibit D) all data necessary for the proper operation of the Platform Services. Notwithstanding the ATTY/AGR.2023.056/Dropcountr, Inc. (Water Utility Customer Portal) (Page 24 of 32)