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Consulting Services Agreement between City of San Leandro and Last revised 8/5/2020 Ethosoft, Inc. for Laboratory Information Management System Exhibit F– Page 3 of 9 e) perform or disclose any of the following security testing of the Services Environment or associated infrastructure without Ethosoft’s prior written consent: network discovery, port and service identification, vulnerability scanning, password cracki ng, remote access testing, or penetration testing; and f) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Ethosoft Programs, Ancillary Programs, Services Environments or materials available, to any third party, other than as expressly permitted under the terms of the applicable order. 4.3 The rights granted to The Client under this Agreement are also conditioned on the following: a) except as expressly provided herein or in The Client’s order, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electroni c, mechanical, photocopying, recording, or other means; and b) The Client make every reasonable effort to prevent unauthorized third parties from accessing the Services. 5. SERVICE SPECIFICATIONS 5.1 The Services are subject to and governed by Service Specifications applicable to The Client’s order. Service Specifications may define provisioning and management processes applicable to the Services (such as capacity planning), types and quantities of system resources (such as storage allotments), functional and technical aspects of the Ethosoft Programs, as well as any Services deliverables. The Client acknowledge that use of the Services in a manner not consistent with the Service Specifications may adversely affect Services performance and/or may result in additional fees. If the Services permit The Client to exceed the ordered quantity (e.g., soft limits on counts for Users, sessions, storage, etc.), then The Client is responsible for promptly purcha sing additional quantity to account for The Client excess usage. The Client shall be notified in writing of the need to increase the quantity of service provided and will have 30 days from the receipt of written notification to purchase such additional quantity. For any month that The Client does not purchase such additional quantity within 30 days of from the receipt of notification, Ethosoft may require The Client to pay, in addition to the fees for the additional quantity, an excess usage fee for those Services eq uivalent to 10% of the total fees for the month in which such excess usage occurred. 5.2 Ethosoft may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the Services Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third Party Content. The Service Specifications are subject to change at Ethosoft’s discretion; however, Etho soft changes to the Service Specifications will not result in a material reduction in the level of performance or availability of the applicable Services provided to The Client for the duration of the Services Period. 5.3 As described in the Service Specifications and to the extent applicable to the Cloud Services that The Client has ordered , Ethosoft will provide production, and data backup for The Client’s order. Ethosoft and its affiliates may perform certain aspect s of Cloud Services, such as service administration and support, as well as other Services (including Professional Services and di saster recovery). 6. USE OF THE SERVICES 6.1 The Client is responsible for identifying and authenticating all Users, for approving access by such Users to the Service s, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and accoun t information. By federating or otherwise associating The Client and The Client Users’ usernames, passwords and accounts with Ethosoft, The Client accept responsibility for the timely and proper termination of user records in The Client local identity infrastructure or on The Client local computers. Ethosoft is not responsible for any harm caused by The Client Users, including individuals who were not authorized to have access to the Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in The Client local identity management infrastructure or The Client local computers. The Client is responsible for all activities that occur under The Client and The Client Users’ usernames, password s or accounts or as a result of The Client or The Client Users’ access to the Services, and agree to notify Ethosoft immediately of an y unauthorized use. 6.2 The Client agree not to use or permit use of the Services, including by uploading, emailing, posting, publ ishing or otherwise transmitting any material, including The Client Content, The Client Applications and Third Party Content, for any purpose tha t may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publ ication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or ha rm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Ethosoft under this Agreement, Ethosoft reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material. Ethosoft shall have no liability to The DocuSign Envelope ID: 0FAAC8A1-7B66-41D1-8DBF-9ED853BC0612