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<br />Consulting Services Agreement between City of San Leandro and Last revised 8/5/2020
<br />Ethosoft, Inc. for Laboratory Information Management System Exhibit F– Page 1 of 9
<br />EXHIBIT F
<br />ETHOSOFT CLOUD SERVICES AGREEMENT
<br />This Ethosoft Cloud Services Agreement (this “Agreement”) is between Ethosoft, Inc. (“Ethosoft”) and the City of San Leandro
<br />(“The Client”). This Agreement sets forth the terms and conditions that govern orders placed by The Client for Services under this
<br />Agreement.
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<br />1. AGREEMENT DEFINITIONS
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<br />1.1 “Availability” is The Client's ability to access/use the subscribed X-LIMS Cloud environment and resources within the
<br />comm itt ed ti me frames.
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<br />1.2 “Ancillary Program” means any software agent or tool owned or licensed by Ethosoft that Ethosoft makes available to The
<br />Client for download as part of the Cloud Services for purposes of facilitating The Client access to, operation of, and/or use with,
<br />the Services Environment. The term “Ancillary Program” does not include Separately Licensed Third Party Technology.
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<br />1.3 Intentionally Left Blank
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<br />1.4. “Cloud Services” means, collectively, the Ethosoft cloud services (e.g., Ethosoft software as a service offerings and related
<br />Ethosoft Programs) listed in The Client’s order and defined in the Service Specifications, which are defined in Section G of Exhibit
<br />A. The term “Cloud Services” does not include Professional Services.
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<br />1.5 “Downtime” refers to time during which a computer system or network is not available for use. Downtime occurs in
<br />two forms, planned and unplanned. Planned Downtime is forecast by the owner of the affected system(s) and is used for
<br />maintenance, upgrades, or other system management activities. Unplanned Downtime is defined as any Downtime that is
<br />not planned. Causes for Unplanned Downtime include, but are not limited to: hardware or software failures, power outages,
<br />telecommunications network failures, or human error.
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<br />1.6 “Ethosoft Programs” refers to the software products owned or licensed by Ethosoft to which Ethosoft grants The Client access
<br />as part of the Cloud Services, including Program Documentation, and any program updates provided as part of the Cloud Services.
<br />The term “Ethosoft Programs” does not include Separately Licensed Third Party Technology.
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<br />1.7. “Professional Services” means, collectively, the consulting and other professional Services which The Client has ordered.
<br />Professional Services include any deliverables described in The Client’s order and delivered by Ethosoft to The Client under the
<br />order. The term “Professional Services” does not include Cloud Services.
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<br />1.8. “Separately Licensed Third Party Technology” refers to third party technology that is licensed under Separate Terms and
<br />not under the terms of this Agreement.
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<br />1.3. “Services” means, collectively, both the Cloud Services and Professional Services that The Client has ordered.
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<br />1.10. “Services Environment” refers to the combination of hardware and software components owned, licensed or managed by
<br />Ethosoft to which Ethosoft grants The Client and The Client Users access as part of the Cloud Services which The Client has
<br />ordered. As applicable and subject to the terms of this Agreement and The Client’s order, Ethosoft Programs, Third Party Content,
<br />The Client Content and The Client Applications may be hosted in the Services Environment.
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<br />1.11. “Services Period” refers to the period of time for which The Client ordered Cloud Services as specified in The Client’s order.
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<br />1.12. “Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and
<br />other content and material, in any format, that are obtained or derived from third party sources outside of Ethosoft and made
<br />available to Client through, within, or in conjunction with The Client use of, the Cloud Services. Examples of Third Party Co ntent
<br />include data feeds from social network services, RSS feeds from blog posts, and data libraries and dictionaries. Third Party Content
<br />does not include Separately Licensed Third Party Technology.
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<br />1.13. “Users” means those employees, contractors, and end users, as applicable, authorized by The Client or on The Client’s behalf
<br />to use the Cloud Services in accordance with this Agreement and The Client’s order.
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<br />1.14. “Client” and “The Client” refers to the individual or entity that has executed this Agreement.
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<br />1.15. “The Client Applications” means all software programs, including any source code for such programs, that The Client or
<br />The Client Users provide and load onto, or create using, any Ethosoft “platform-as-a-service” or “infrastructure-as-a-service” Cloud
<br />DocuSign Envelope ID: 0FAAC8A1-7B66-41D1-8DBF-9ED853BC0612
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