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OPENGOV SOFTWARE SERVICES AGREEMENT
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<br />Confidential OpenGov
<br />Rev. 2018.01_180525
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<br />3. RESTRICTIONS AND RESPONSIBILITIES
<br />3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as
<br />expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: (a)
<br />use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble,
<br />decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent
<br />applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host,
<br />disclose, outsource or otherwise commercially exploit the copy, rent, lease, distribute, assign, sell, or otherwise
<br />commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of
<br />the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software
<br />Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov
<br />or the Software Services platform.
<br />3.2 Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party
<br />software systems of record (such as Customer’s ERP systems) needed to connect to, access or otherwise use the
<br />Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the
<br />Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all
<br />uses of Customer user accounts by any party other than OpenGov.
<br />4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA
<br />4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual
<br />Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts,
<br />graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in whole
<br />or in part, without OpenGov’s prior written consent. Subject to Customer’s obligations under this Agreement,
<br />OpenGov hereby grants to Customer a non-exclusive, royalty-free license during the Term to use the Software
<br />Services.
<br />4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual Property
<br />Rights therein. Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit its partners
<br />to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing,
<br />business development, product enhancement, customer service, or for analyzing such data and publicly disclosing
<br />such analysis (“Insights”), provided that in all such uses Customer Data is rendered anonymous such that
<br />Customer is no longer identifiable.
<br />4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any
<br />time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to return
<br />Customer Data to Customer.
<br />4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual,
<br />worldwide license to use and incorporate into the Software Services and Documentation Customer’s Feedback.
<br />OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation
<br />based on or derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the
<br />improvements and modifications.
<br />5. CONFIDENTIALITY
<br />5.1 Each party (the “Receiving Party”) agrees not to disclose any Confidential Information of the other party (the
<br />“Disclosing Party”) without the Disclosing Party’s prior written consent, except as provided below. The Receiving
<br />Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement;
<br />and (b) to protect such Confidential Information using the measures that Receiving Party employs with respect to
<br />its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding
<br />the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order,
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