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PowerDMS,Inc.
<br /> Software as a Service Agreement
<br /> This Software as a Service Agreement (this "Agreement") is entered into by and between C±4 0� U,c are-
<br /> ("Customer")and PowerDMS,Inc.("PowerDMS"),effective as of the latest date shown on the signature p ge of this
<br /> Agreement(the"Effective Date").In consideration of the parties'mutual promises contained in this Agreement,the
<br /> parties,intending to be legally bound,agree as follows:
<br /> 1. Definitions;Construction
<br /> 1.1. Definitions.
<br /> "Agreement" means this Software as a Service "PowerDMS Technology" means the software
<br /> Agreement. applications, tools, application programming
<br /> interfaces (APIs), connectors, programs, networks
<br /> "Customer Data means electronic data and and equipment that PowerDMS uses to make its
<br /> information submitted by or for Customer to software as a service subscription products and
<br /> PowerDMS in connection with the Services. related services available to its customers.
<br /> "Government Customer"means a Customer which is "Service Order"means an ordering document issued
<br /> a (a) U.S. Federal agency, (b) state government, by PowerDMS and executed by Customer,whether or
<br /> agency, department, or political subdivision not designated a "Service Order", specifying the
<br /> (including a city,county or municipal corporation),or Services the Customer is purchasing from PowerDMS,
<br /> (c) instrumentality of any of the foregoing(including as such Service Order may be amended from time to
<br /> a municipal hospital or municipal hospital district, time as mutually agreed by the Customer and
<br /> police or fire department,public library,park district, PowerDMS. Service Orders shall not include
<br /> state college or university, Indian tribal economic Customer's purchase order forms.
<br /> development organization,or port authority).
<br /> "Services" means the PowerDMS software as a
<br /> "Intellectual Prooertv Rights" means all trade service (SaaS) subscription products and/or
<br /> secrets, United States patents and patent professional services described in one or more
<br /> applications, trademarks' (whether registered or Service Orders executed by the Customer.
<br /> unregistered and including any goodwill acquired in
<br /> such trade marks), service marks, trade names, "Subscriution Term" means the period of time
<br /> copyrights, moral rights, database rights, design identified on each Service Order, for which
<br /> rights, rights in know-how, rights in Confidential PowerDMS has committed to provide,and Customer
<br /> Information,rights in inventions(whether patentable has committed to pay for,the Services.
<br /> or not) and all other intellectual property and
<br /> proprietary rights (whether registered or "Users" means an individual who is an employee or
<br /> unregistered, any application for the foregoing, and independent contractor of Customer who has been
<br /> all rights to enforce the foregoing), and all other authorized by Customer to use the Services, for
<br /> equivalent or similar rights which may subsist whom Customer has purchased a subscription,and to
<br /> anywhere in the United States. whom Customer(or,when applicable, PowerDMS at
<br /> Customer's request)has supplied a user identification
<br /> "Malicious Code"means code,files,scripts,agents or and password.
<br /> programs intended to do harm, including, for
<br /> example, viruses, worms, time bombs and Trojan "Volunteered Data" shall include any and all
<br /> horses. suggestions, enhancement requests,
<br /> recommendations, corrections or other feedback
<br /> "PowerDMS" means PowerDMS, Inc., a Delaware provided by Customer or its Users relating to the
<br /> corporation. Services or the PowerDMS Technology as well as any
<br /> portion of the Customer Data that the Customer
<br /> submits into the PowerDMS Success Community or
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