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other server or wireless or internet-based device that may allow third party entities, other than Client, to use the Services; (iv)
<br />reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code to all or any portion of the Services; or
<br />(v) access any CivicPlus Property in order to (a) build a competitive product or service, (b) build a product using similar ideas,
<br />features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics ofany CivicPlus
<br />Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are
<br />trademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement.
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<br />11. Provided Client complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in §10,
<br />CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property
<br />associated with any valid and effective SOW, for the term of the respective SOW.
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<br />12. All CivicPlus helpful information are maintained and updated
<br />electronically by CivicPlus
<br />of its Documentation. Client and its Users are granted a limited license to access Documentation as needed. Client shall not copy,
<br />download, distribute, or make derivatives of the Documentation.
<br />
<br />13. Client acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Client ongoing innovation
<br />to the Services, in the form of new features, functionality, and efficiencies. Accordingly, CivicPlus reserves the right to modify
<br />the Services from time to time. Any modifications or improvements to the Services listed on the SOW will be provided to the
<br />Client at no additional charge. In the event that CivicPlus creates new products or enhancements
<br />and Client desires these New Services, then Client will have to pay CivicPlus the appropriate fee for the access to and use of the
<br />New Services.
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<br />14. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Client to
<br />CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Client
<br />hereund-exclusive, irrevocable,
<br />perpetual, royalty-free right and license to incorporate the Feedback in the CivicPlus products and services.
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<br />Indemnification
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<br />15. Unless prohibited the Parties shall defend, indemnify and hold the other Party, its partners,
<br />employees, and agents harmless from and against any and all third party lawsuits, claims, demands, penalties, losses, fines,
<br />liabilities, damages, and expenses, , of any kind, without limitation, arising out of the negligent actions
<br />and omissions, or intentionally malicious actions or omissions of the indemnifying Party or its affiliates, partners, employees,
<br />and agents, directly associated with this Agreement and the installation and ongoing operations of Services contemplated by the
<br />SOW. This section shall not apply to the extent that any lawsuits, claims, demands, penalties, losses, fines, liabilities, damages,
<br />and expenses is caused by the negligence or willful misconduct on the part of the indemnified Party.
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<br />Responsibilities of the Parties
<br />
<br />16. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying
<br />carrier, licensor or other third-party service provider whose facilities or services are used in furnishing any portion of the Service
<br />received by the Client.
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<br />17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or
<br />any During Project Development, Client will be responsive and cooperative
<br />with CivicPlus to ensure the Project Development is completed in a timely manner.
<br />
<br />18. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end- personal data on
<br />any Service provided by CivicPlus. Client further agrees that CivicPlus has no responsibility for the use or storage of end-
<br />personal data in connection with the Services or the consequences of the solicitation, collection, storage, or other use by Client
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