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<br /> <br /> <br /> <br /> <br />Actuarial Services and Technology <br />Licensing Agreement <br /> <br /> Page 2 <br /> <br /> <br /> <br /> <br /> <br />EXHIBIT E <br />LICENSING AGREEMENT <br /> <br />This Licensing Agreement is by and between GovInvest, Inc. (“Company”), and Customer, City of San <br />Leandro (“Customer”). This Agreement includes and incorporates each Summary of Services and <br />Implementation, the attached Terms and Conditions and contains, among other things, warranty <br />disclaimers, liability limitations and use limitations. There shall be no force or effect to any different or <br />additional terms of any purchase order, confirmation or similar form, even if signed by the parties before <br />or after the date hereof. <br /> <br /> <br />TERMS AND CONDITIONS <br /> <br />1. SAAS SERVICES AND SUPPORT <br />1.1 Company shall provide the services identified in the Services section of each Summary of Services <br />and Implementation (as defined below) attached to this Agreement (the “Services”) <br />1.2 Customer and Company shall mutually agree upon the Services to be performed by Company under <br />this Agreement in a written summary of services and implementation (each, a “Summary of <br />Services and Implementation”), in the form attached hereto as Exhibit A. Each Summary of <br />Services and Implementation shall be attached to this Agreement as a sequentially numbered <br />exhibit, and shall expressly be deemed incorporated into this Agreement and subject to all the terms <br />and conditions set forth herein, except as otherwise set forth in the applicable Summary of Services <br />and Implementation. In the event of any conflict between this Agreement and a Services and <br />Implementation, such Services and Implementation shall govern. <br />1.3 The initial Summary of Services and Implementation is hereto referred to as Schedule 1. <br />1.4 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to <br />provide Customer the Services in accordance with the Service Level Terms attached hereto as <br />Exhibit B. As part of the registration process, Customer will identify an administrative username <br />and password for Customer’s account. Company reserves the right to refuse registration or cancel <br />passwords it deems inappropriate. <br />1.5 Subject to the terms hereof, Company will provide Customer with reasonable technical support <br />services in accordance with the terms set forth in Exhibit C. <br /> <br />2. RESTRICTIONS AND RESPONSIBILITIES <br />2.1 Customer will not, directly or indirectly; reverse engineer, decompile, disassemble or otherwise <br />attempt to discover the source code, object code or underlying structure, ideas, know-how or <br />algorithms relevant to the Services or any software, documentation or data related to or used to <br />provide the Services (“Software”); modify, translate, or create derivative works based on the <br />Services or any Software (except to the extent expressly permitted in writing by Company or <br />authorized within the Services); use the Services or any Software for timesharing or service bureau <br />purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. <br />2.2 Further, Customer shall not export or re-export, either directly or indirectly, the Software or any <br />copies thereof in such manner as to violate the export laws and regulations of the United States or <br />DocuSign Envelope ID: 78D3A626-AEAC-4461-AE01-ECB7F35A867EDocuSign Envelope ID: 979F4EA5-B4B7-42B9-9BBA-3AC34697934B