2015/02/04 Council Agenda Packet

ATTACHMENT A - MIOVISION PLATFORM In connection with the use of the Miovision Platform and the provision of any related Support by Miovision Technologies, Inc. ("Miovision"), you and/or your organization (the "Customer") hereby agree to the terms, conditions and notices contained herein (the"Attachment"). This Attachment, together with the General Terms and Conditions and other applicable attachments,forms the complete Agreement between the Parties and supersedes all prior or other agreements between the Parties on the subject matter contained herein. In the event of an inconsistency between this Attachment, the General Terms and Conditions, and any other attachment, document or agreement between the Parties with respect to the subject matter hereof, this Attachment shall prevail and govern to the extent necessary to remedy such inconsistency. I. DEFINITIONS. For the purpose of this Attachment, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings: 1. "Customer Data" means any data, video, information or other materials of any nature recorded in any form whatsoever, disclosed or provided to Miovision by the Users in the course of using the Miovision Platform, and all information generated by the Users' use of the Miovision Platform; 2. "Customer's Confidential Information" means all proprietary information of the Customer that is disclosed to Miovision pursuant to this Agreement and includes Customer Data; and 3. "Electronic Communications" includes but is not limited any transfer of signs, signals, text, images, videos, sounds, data or intelligence of any nature transmitted in whole or in part electronically. 4. "Plan Start Date" means the day on which the Customer's License to access and use the Miovision Platform commences and is set out on the Sales Order Form. LICENSE. Miovision grants to the Customer, for internal use by the Customer and its Users a non-transferable, non-exclusive, non-sub-licensable right and license(the"License")to access and use the Miovision Platform.The Miovision Platform shall be made available on- line at www.Miovision.com (or such other URL as Miovision may designate from time to time)from a third party hosted facility and/or other systems used by Miovision to host the Miovision Platform (collectively, the "Systems"). The Miovision Platform may be amended, enhanced or modified from time to time by Miovision. Users shall access the Miovision Platform by means of a specific account(the "Customer's Account") using individual User login names and passwords provided by Miovision. Miovision shall enable the Miovision Platform and provide the passwords on the Plan Start Date. The Customer is solely responsible for the confidentiality and use of its passwords and Customer Account and all charges incurred from use of the Miovision Platform accessed with the Customer's passwords, and in no event shall Miovision be liable for any loss of information of the Customer as a result of the use of the Miovision Platform (or Miovision Hardware, if applicable), or other claims arising from unauthorized access to the Customer's Account. In addition to the License granted, the Customer shall have the right to provide access to the Miovision Platform to its Clients for the purpose of searching, viewing, and requesting data. However, in no event shall the Customer provide to any Client access to the Customer's passwords or the Customer's Account, or assign, sublicense or otherwise transfer any rights to the Miovision Platform through the public Platform granted by this Agreement other than as permitted by Miovision.The Customer shall in all events be liable and indemnify Miovision for any breach of this provision. 3. USE. The License is granted exclusively for Customer's internal use, and the Customer is solely and exclusively responsible: 1. for the collection, accuracy, currency, quality, legality, completeness and use of Customer Data that is stored on the Systems, disclosed to or used by the Customer, its Users or Clients in connection with the Miovision Platform; 81