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REV: 10-03-24 MI
<br />EXHIBIT C
<br />TERMS OF SERVICE ADDENDUM
<br />1. DEFINITIONS.
<br />a. “Authorized User” or “User” means those individuals designated and authorized by the Customer
<br />to use one of the purchased subscriptions to access the Software and Services, using such
<br />individual’s login credentials (email address and password), which may only be used by that
<br />single, named user.
<br />b. “Confidential Information” means all information, in any other form, that either Party discloses
<br />(“Discloser”) to the other (“Recipient”) relating to the business of Discloser, whether furnished
<br />before or after the Effective Date of this Agreement, including, without limitation, information
<br />related to pricing, products, services, security, and any implementing regulations or guidelines,
<br />proprietary business practices, policies, finances, procedures, sales, costs, liabilities, markets,
<br />strategies, concepts, methods or employees, that is not generally ascertainable from public or
<br />published information or sources, and all analysis, compilations, data, studies, notes, memoranda
<br />or other documents prepared by Discloser based on such Confidential Information.
<br />c. “Customer Data” has the same meaning as City Data and shall be treated as Confidential
<br />Information.
<br />d. “Documentation” means the applicable training materials, user guides, publicly available
<br />marketing and/or proposal materials, and other similar information, or other documents
<br />disseminated under or governed by confidentiality obligations which pertain to the Software or
<br />Services provided by Company, which may be updated by Company at any time without notice to
<br />include information about new features and incorporate feedback to help Company’s customers
<br />understand how to use the Software and Services. Documentation requiring a Username and
<br />Password to access, is considered Company’s Confidential Information.
<br />e. “Professional Services” means non-standard customization and services available at an additional
<br />fee, including, but not limited to, data migration services, in-person trainings, Power BI services,
<br />geographical data services, non-standard professional developer services, etc.
<br />f. “Services” means standard implementation services, configuration of stated program(s) to allow
<br />for enrollment, qualification, administration and reporting, access to the Software, technical
<br />support services, hosting and security services, data storage, backup, recovery, and other services
<br />provided by the Company as described in the Order Form or this Agreement.
<br />g. “Software” means the proprietary web-based products, including, but not limited to, the source
<br />code, object code or underlying structure, ideas, know-how or algorithms, documentation, or data
<br />related to the Services provided by Company, or its licensors identified on an Order Form and
<br />subsequently made available to Customer by Company in accordance with an Order Form or this
<br />Agreement.
<br />2. SOFTWARE AND SERVICES.
<br />a. During the Term of this Agreement, Company will provide Customer access to, and use of, the
<br />Software, Services, and Documentation by enabling a portal for Customer to access through a
<br />web browser (the “Portal”).
<br />ATTY/AGR.2024.180/Neighborly Software (Page 17 of 26)
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