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REV: 05-29-26 MI
<br />Authorized User Conditions to Use. As a condition to access and use of a Platform
<br />i) each Authorized User shall agree to abide by the terms of Consultant’s enduser
<br />terms of use which it may adopt from time to time, and ( ii) the
<br />Department/Customer Users shall agree to abide by the terms of this Agreement.
<br />The City shall immediately notify Consultant of any violation of the terms of any of
<br />the foregoing by any Authorized User upon becoming aware of such violation.
<br />Account Responsibility. With respect to Consultant only, the City will be
<br />responsible for (i) all uses of any account provided pursuant to this Agreement,
<br />and (ii) securing its Sharp Performance account, passwords (including but not
<br />limited to administrative and user passwords) and files. Subject to the
<br />indemnification provision above, Consultant is not responsible for any losses,
<br />damages, costs, expenses or claims that result from stolen or lost passwords.
<br />Use Restrictions. The City shall not use the Services for any purposes beyond the
<br />scope of the access granted in this Agreement. The City shall not at any time,
<br />directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify,
<br />or create derivative works of the Services or Platform, in whole or in part; (ii) rent,
<br />lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or
<br />otherwise make available the Services or Platform; ( iii) reverse engineer,
<br />disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain
<br />access to any software component of the Services, in whole or in part; (iv) remove
<br />any proprietary notices from the Services or Platform; ( v) use the Services or
<br />Platform in any manner or for any purpose that infringes, misappropriates, or
<br />otherwise violates any intellectual property right or other right of any person, or
<br />that violates any applicable law, or (vi) input, upload, transmit, or otherwise provide
<br />any information or materials that are unlawful or injurious, or contain, transmit, or
<br />activate any harmful code.
<br />Reservation of Rights. Consultant reserves all rights not expressly granted to the
<br />Department/Customer in this Agreement. Except for the limited rights and licenses
<br />expressly granted under this Agreement, nothing in this Agreement grants, by
<br />implication, waiver, estoppel, or otherwise, to the Department/Customer or any
<br />third party any intellectual property rights or other right, title, or interest in or to the
<br />intellectual property of Consultant.
<br />RESTRICTIONS AND RESPONSIBILITIES
<br />Software Restrictions. The City will not, nor permit or encourage any third party to,
<br />directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise
<br />attempt to discover or derive the source code, object code or underlying structure,
<br />ideas, know-how or algorithms relevant to a Platform or any software,
<br />documentation or data related to a Platform (“Software”); (ii) modify, translate, or
<br />create derivative works based on a Platform or any Software; (iii) use a Platform
<br />or any Software for timesharing or service bureau purposes or other computer
<br />service to a third party; (iv) modify, remove or obstruct any proprietary notices or
<br />ATTY/AGR.2026.136/Sharp Performance Inc. (Sharp Performance Coaching Services) (Page 13 of 14)
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