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OPENGOV SOFTWARE SERVICES AGREEMENT <br /> <br /> <br />Confidential OpenGov <br />Rev. 2018.01_180525 <br />OPENGOV SOFTWARE SERVICES AGREEMENT <br /> <br />This Software Services Agreement (this “Agreement”) is entered into by OpenGov, Inc., a Delaware corporation <br />with a principal place of business at 955 Charter Street, Redwood City, California 94063 (“OpenGov”) and the <br />customer listed on the signature block below (“Customer”), as of the date of last signature below (the “Effective <br />Date”). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov’s hosted <br />software services. <br />1. DEFINITIONS <br /> “Customer Data” means data that is provided by Customer to OpenGov pursuant to this Agreement (for <br />example, by email or through Customer’s software systems of record). Customer Data shall not include any <br />confidential personally identifiable information. <br /> “Documentation” means the documentation for the Software Services at the Customer Resource Center page <br />found at https://opengov.zendesk.com. <br /> “Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding <br />the Software Services provided by Customer to OpenGov, including feedback provided through online developer <br />community forums. <br /> “Initial Term” means the initial license term specified in number of years on the Order Form, commencing on <br />the Effective Date. <br /> “Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights <br />associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark <br />and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in <br />intellectual property of every kind and nature. <br /> “Order Form” means OpenGov’s Software Services order form that: (a) specifies the Software Services <br />provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both <br />parties. <br /> “Renewal Term” means each additional renewal period, which shall be for a period of equal duration as the <br />Initial Term, for which this Agreement is extended pursuant to Section 7.2. <br />2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES <br />2.1 Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially <br />reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov <br />and Customer (“Software Services”). <br />2.2 Support. Customer support is available by email to support@opengov.com or by using the chat messaging <br />functionality of the Software Services, both of which are available during OpenGov’s standard business hours. <br />Customer may report issues any time. However, OpenGov will address issues during business hours. <br /> <br />2.3 Professional Services. <br /> (a) If OpenGov or its authorized independent contractors provides professional services to Customer, such as <br />implementation services, then these professional services will be described in a statement of work signed by the <br />parties (“SOW”) and attached as an exhibit to this Agreement (the “Professional Services”). For Professional <br />Services performed on a time and materials basis, any pre-paid Professional Services Fees must be utilized within <br />one (1) year from the Effective Date. Any unused pre-paid Professional Services Fees shall be forfeited. <br /> (b) Unless the SOW provides otherwise, all reasonable travel expenses incurred by OpenGov in performing <br />the professional services will be reimbursed by Customer. Travel expenses include cost of coach airfare travel <br />round trip from San Francisco, California to Customer's location, reasonable hotel accommodations, ground <br />transportation and meals.