Contracts & Agreements_218-2017 - Laserfiche WebLink

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City of Redlands TERMS AND CONDITIONS I SAAS SERVICES AND SUPPORT 1 1 Subject to the terns of this Agreement,Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A As part of the registration process, Customer will identify an administrative user name and password for Customer's account Company reserves the right to refuse registration or cancel passwords it deems inappropriate l 2 Subject to the terms hereof,Company will provide Customer with reasonable technical support services in accordance with the teens set forth in Exhibit B 2 RESTRICTIONS AND RESPONSIBILITIES 2 1 Customer will not,directly or indirectly,reverse engineer, decompile,disassemble or otherwise attempt to discover the source code,object code or underlying structure, ideas,know-how or algonthims relevant to the Services or any software,documentation or data related to or used to provide the Services('Software"),modify,translate,or create derivative works based on the Services or any Software(except to the extent expressly permitted in writing by Company of authorized within the Services), use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels 22 Further,Customer shall not export or re-export,either directly or indirectly,the Software or any copies thereof in such manner as to violate the export laws and regulations of the United States or any other applicable jurisdiction in effect from time to time(including,without Invitation,when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval) Without limiting the foregoing, Customer shall not permit any third parties to access or use the Services in violation of any United States export embargo, prohibition,or restriction 23 Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses(including without limitation costs and attorney's fees)in connection with any claim or action that arises from Customer's failure to comply with the terms of this Agreement or otherwise from Customer's use of Services Although Company has no obligation to monitor Customer's use of the Services,Company may do so Company reserves the right,in its sole discretion,to prohibit or suspend Customer's use of the Services at any time Company believes such use to be in violation of this Agreement or otherwise harmful to the Service 24 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,access or otherwise use the Services,including,without limitation, modems,hardware, servers, software, operating systems,networking,web servers and the like (collectively,"Equipment") Customer shall also be responsible for maintaining the security of the Equipment, Customer account,passwords(including but not limited to administrative and user passwords)and files,and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent 3 CONFIDENTIALITY. PROPRIETARY RIGHTS 3 1 One party(the "Receiving Party")understands that the other party(the"Disclosing Party")has disclosed or may disclose business,technical or financial information relating to the Disclosing Party's business(hereinafter referred to as"Proprietary Information"of the Disclosing Party) Proprietary Information of Company includes non-public information regarding features, Actuarial Services and Technology Licensing Agreement . .e- Govi nvest hsigh[s to your 6"mial futon Page 3