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OPENGOV SOFTWARE SERVICES AGREEMENT <br /> OPENGOV SOFTWARE SERVICES AGREEMENT <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 <br /> page 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 <br /> rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, <br /> trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary <br /> rights in 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 one (1) year, for which <br /> 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 <br /> OpenGov 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 /> 2.3 Professional Services. <br /> (a) If OpenGov or its authorized independent contractors provides professional services to Customer, such <br /> as implementation services, then these professional services will be described in a statement of work ("SOW") <br /> agreed to by the parties (the "Professional Services"). For Professional Services performed on a time and <br /> materials basis, any pre-paid Professional Services Fees must be utilized within one (1) year from the Effective <br /> Date. Any unused pre-paid Professional Services Fees shall be forfeited. <br /> (b) Unless the SOW provides otherwise, all reasonable travel expenses, pre-approved by Customer and <br /> incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses <br /> include cost of coach airfare travel round trip from the individual's location to Customer's location, reasonable <br /> hotel accommodations, ground transportation and meals. <br /> 3. RESTRICTIONS AND RESPONSIBILITIES <br /> 1 Rev. 2018.01_200701_Decatur <br />