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51062.00005\41156529.1 <br />CITY OF REDWOOD CITY, CA – TECHNOLOGY SERVICE AGREEMENT <br />AGENCYCOUNTER FROM BUILDINGEYE, INC. <br />ACT Service Agreement XXII <br />REV: 02-06-24 SK <br />performance, and shall complete all required services no later than the <br />dates set forth in Exhibit “A”. Any services for which times for <br />performance are not specified in this Agreement shall be commenced and <br />completed by Consultant in a reasonably prompt and timely manner as <br />agreed with the Agency in writing. Consultant shall submit all requests <br />for extensions of time to the Agency in writing no later than ten (10) days <br />after the start of the condition which purportedly caused the delay, and <br />not later than the date on which performance is due. <br />4. HOSTED SERVICE. <br />4(A). Right to Use the Hosted Service, Software and Documentation. <br />In consideration of all obligations of the Agency hereunder, including, <br />without limitation, the payment by the Agency of any applicable fees, <br />Consultant hereby grants to the Agency, during the term of this <br />Agreement, a non-exclusive, non-transferable (except as otherwise <br />provided for herein), right and license to access and use the Software and <br />Hosted Service, and to make a reasonable number of copies of and use <br />the Documentation in connection with such use of the Hosted Service. <br />4(B). Use Restrictions. Agency shall not: (i) access and/or use the <br />Software or Hosted Service in order to design, create or build a service or <br />product that is competitive with the Software or Hosted Service; (ii) <br />license, sublicense, sell, resell, transfer, assign, distribute or otherwise <br />commercially exploit or make available to any third party, the Software <br />or Hosted Service, except as expressly permitted herein; and (iii) modify <br />or make derivative works based upon the Software or Hosted Service or <br />any part thereof, or directly or indirectly disassemble, decompile, or <br />otherwise reverse engineer the Software or Hosted Service or any portion <br />thereof. <br />4(C). Proprietary Rights. The Software, Hosted and Data Service, <br />including all intellectual property rights therein and thereto, and any <br />modification thereof, are and shall remain the exclusive property of <br />Consultant and its licensors. The Agency shall not take any action that <br />jeopardizes the proprietary rights of Consultant or its licensors or acquire <br />any right in the Software or Hosted Service except the limited rights <br />expressly granted in this Agreement. <br />4(D). Internet and Telecommunication Connections. Agency shall be <br />responsible for obtaining any and all Internet and/or telecommunication <br />connections used by the Agency to access the Hosted Service. Consultant <br />shall have no responsibility or liability for any interruption or delay in <br />accessing or using the Hosted Service arising out of such Internet or <br />telecommunications connections, unless such interruptions or delays <br />are caused by Consultant. <br />4(E). Security of Hosted Service. <br />(i) Consultant shall provide the Hosted Service on redundant <br />ATTY/AGR.2024.012/Buildingeye (AgencyCounter Service Agreement) (Page 3 of 26)