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ityworks' Azteca Systems,LLC,11075 South State,Suite 24,Sandy,UT 84070
<br /> •TEL 801 523.2751•FAX 801 523 3734•
<br /> www citywodcs com
<br /> CITYWORKSK'
<br /> LICENSE AND MAINTENANCE AGREEMENT
<br /> This Software License and Maintenance Agreement made by and between Azteca Systems,LLC("Azteca Systems")a
<br /> Delaware limited liability company,with a place of business at 11075 South State,Suite 24,Sandy,Utah 84070 USA
<br /> and the City of Everett,Washington,using certain of Azteca Systems Licensed Products hereinafter referred to as
<br /> "Licensee." This Agreement is effective immediately upon delivery of Licensed Products(the"Effective Date").
<br /> Azteca Systems Products are licensed under the terms and conditions of the Agreement.This agreement,when executed
<br /> by the licensee named below("Licensee")and Azteca Systems, LLC(Azteca Systems),as licensor of the Software,
<br /> Online,Services,and Documentation licensed under the License Agreement,will supersede any previous Agreements
<br /> including the License Agreement presented in the installation process requiring acceptance by electronic
<br /> acknowledgement and will constitute a signed License Agreement.
<br /> This signed Agreement includes(i)this License and Maintenance Agreement,(ii)Addendum#1 Product Licensing,
<br /> (iii)Addendum #2-Standard Maintenance and Support and(iv)Addendum#3-Third Party Contractor
<br /> Acknowledgment.
<br /> This signed Agreement may be executed in duplicate by the Parties.An executed Agreement,modification,amendment,
<br /> or separate signature page shall constitute a duplicate if it is transmitted through electronic means,such as fax or email,
<br /> and reflects the signing of the document by any Party. Duplicates are valid and binding even if an original paper
<br /> document bearing each Party's original signature is not delivered.
<br /> ARTICLE 1—DEFINITIONS
<br /> 1.1 Definitions.The terms used are defined as follows:
<br /> a. "Agreement"means this Software License Agreement between Azteca Systems and Licensee, inclusive of
<br /> all schedules,exhibits,attachments,addenda and other documents incorporated by reference.
<br /> b. `'Authorization Code(s)"means any key,authorization number.enablement code,login credential,
<br /> activation code, token,account user name and password.or other mechanism required for use of a
<br /> Product.
<br /> c. "Authorized User"or"User"shall mean:(i)a direct user of the Licensed Products,including but not
<br /> limited to Licensee's employees;(ii)Licensee's consultants who have agreed to maintain the Licensed
<br /> Property in confidence and use it only for the benefit of Licensee,or(iii)members of the public gaining
<br /> access to.and only limited use of,the Licensed Products via the Software's public web portal(if
<br /> applicable). Other than limited use of the Products through the software's web portal,the public is not
<br /> considered an authorized user.
<br /> d. "Client Data"means the data provided or inputted by or on behalf of Licensee, including personally
<br /> identifiable information,for use with the Software.
<br /> e. "Covered Software"shall mean the particular Cityworks Software,scripts,interfaces and custom code
<br /> identified in Addendum#1.
<br /> f. "Deployment Server License"means a license that,in addition to providing staging server License rights,
<br /> authorizes Licensee to install and use the Software for deployment in Licensee's internal use.
<br /> g. "Testing Server License"means a license that authorizes Licensee to install and use the Software on a
<br /> server in Licensee's internal use to provide testing License rights prior to deployment.
<br /> h. "Documentation"means all user reference documentation that is delivered with the Software.
<br /> i. -Internal Use"means use of the Licensed Products by employees of Licensee in Licensee's internal
<br /> operations but does not include access of the Licensed Products by,or use of the Licensed Products in the
<br /> provisions of services to.Licensee's clients or customers. Internal Use also includes use of the Licensed
<br /> Products by contractors of Licensee,including contractors providing outsourcing or hosting services,as
<br /> long as Licensee assumes full responsibility for the compliance with this Agreement in such use. Use of
<br /> the Licensed Products(or any part thereof)for the benefit of others,whether by means of a software as a
<br /> service offering,service bureau application,application service provider,outsourcing or other means of
<br /> providing service to any third party shall not be considered Internal Use.
<br /> j. "Licensed Products"or"Products"shall mean the portion of the Cityworks Software and the
<br /> Documentation to which Licensee has purchased a License as identified as specified in Addendum #1
<br /> Standard License c it laintenance Agreement Page 1 0/'14 16 Merl
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