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Software-As-A-Service (SaaS) Agreement between the City of San Leandro and City Data Services 2 of 12
<br />Equipment at the location(s) and in the manner specified by Software Provider and as directed by
<br />Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by
<br />Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination
<br />of this Agreement in an undamaged condition, less ordinary wear and tear.
<br />C. Registration. Prior to using the Services, City shall identify the administrative users for its account
<br />(“Administrators”). Each Administrator will be provided an administrator ID and password.
<br />D. License Grant. Software Provider hereby grants City a license to use the Software and the
<br />Documentation for the permitted purpose of accessing the Services.
<br />E. Reservation of Rights and Data Ownership. City shall own all right, title and interest in its data
<br />that is related to the services provided by this contract. Software Provider shall not access City user
<br />accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in
<br />response to service or technical issues, or (3) at City’s written request.
<br />F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the
<br />confidentiality of all confidential, non-public City data (“City Data”) as follows:
<br />1. Implement and maintain appropriate security measures to safeguard against unauthorized access,
<br />disclosure or theft of City Data in accordance with recognized industry practice.
<br />2. Local jurisdictions agree to prohibit entering of sensitive data, to the best of their abilities. This
<br />includes information such as bank statements and social security numbers.
<br />Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data.
<br />3. Software Provider shall not use any City Data collected by it in connection with the Service for
<br />any purpose other than fulfilling the obligations under this Agreement.
<br />G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any
<br />underlying infrastructure provided by Service Provider in connection with this Agreement. City
<br />acknowledges and agrees that (a) the Services, any Software and Documentation are protected by United
<br />States and international copyright, trademark, patent, trade secret and other intellectual property or
<br />proprietary rights laws, (b) Software Provider retains all right, title and interest (including, without
<br />limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Services,
<br />the Software, any Documentation, any other deliverables, any and all related and underlying technology
<br />and any derivative works or modifications of any of the foregoing, including, without limitation, (c) the
<br />Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no
<br />ownership or other interest in or to the Services, the Software or the Documentation other than the license
<br />rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City
<br />has no right to obtain a copy of the Services.
<br />H. Restrictions. City agrees not to, directly or indirectly: (i) modify, translate, copy or create
<br />derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the
<br />integrity or performance of the Services or the data contained therein or block or disrupt any use or
<br />enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or
<br />their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in
<br />the Services, including on any reports or data printed from the Services.
<br />I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider
<br />shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon
<br />security plan or security procedures if it reasonably believes there has been a security incident. Software
<br />Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement
<br />necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data
<br />breach, including any post-incident review of events and actions taken to make changes in business
<br />practices in providing the services, if necessary.
<br />DocuSign Envelope ID: F79EE226-9D2A-4FEE-BE70-18AF3167E178
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