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LCP tracker
<br />LCPtracker, Inc.
<br />Master Subscription Software as a Service Agreement
<br />THIS MASTER SUBSCRIPTION SOFTWARE AS A SERVICE AGREEMENT
<br />("Agreement") is entered into as of September 5, 2023 (the "Effective Date") between
<br />LCPtracker, Inc., a California corporation with a place of business located at 117 East
<br />Chapman, Orange, California 92866 ("LCPtracker") and the City of Redlands, a municipal
<br />corporation and general law city with a place of business located at 35 Cajon Street,
<br />Redlands, CA 92373 and its Affiliates ("Client", together with LCPtracker the "Parties",
<br />and each a "Party"). The Parties agree as follows:
<br />1. DEFINITIONS.
<br />a. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is
<br />under common control with the subject entity. Control, for purposes of this definition, means
<br />direct or indirect ownership or control of more than fifty percent (50%) of the voting interests
<br />of the subject entity.
<br />b. "Aggregated Statistics" means data and information related to Client's and Users' use of
<br />the Services that is used by LCPtracker in an aggregate and anonymized manner, including
<br />to compile statistical and performance information related to the provision and operation of
<br />the Services.
<br />c. "Applicable Law" means all federal, state, local and other laws, rules and regulations,
<br />ordinances, interpretive letters and other official releases of or by any governmental
<br />authority, decrees, orders and codes as the same are amended from time to time and as are
<br />applicable to a Party's performance of its obligations under the Agreement, including any
<br />applicable law relating to the privacy or processing, protection, collection, use, or disclosure
<br />of personally identifiable information as more particularly described in any such applicable
<br />law.
<br />d. "Client Data" means all Client and User electronic information entered into the Services
<br />or otherwise provided from Client to LCPtracker pursuant to this Agreement.
<br />e. "Documentation" means this Agreement, the applicable Product Schedule, and (i) for
<br />LCPtracker Professional, the online user guide (Administrator Manual or Contractor Manual as
<br />appropriate) for the Services, accessible via login at LCPtracker online, and updated from time to
<br />time, or (ii) for Workforce Manager, the LCPtracker guides entitled "How to Access Workforce
<br />Manager", "Creating a New Administrator Profile" and "WFMHow to reset your password', that
<br />are supplied to Client on request, are accessible via login at LCPtracker online, and that may be
<br />updated from time to time. Updates of the Documentation in Section 1(e)(i) and (ii) are in
<br />LCPtracker's sole discretion.
<br />f. "LCPtracker IP" means the Services, the Documentation, and any intellectual property
<br />provided to Client or any User in connection with the foregoing. For the avoidance of doubt,
<br />LCPtracker IP includes Feedback and Aggregated Statistics, as provided herein. Herein,
<br />"intellectual property rights" means any registered and unregistered rights granted, applied for, or
<br />otherwise now or hereafter in existence under or related to any patent, copyright, trademark, or
<br />trade secret or intellectual property rights laws in any part of the world.
<br />g. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful
<br />or malicious code, files, scripts, agents or programs.
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