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AmpliFund <br /> TERMS AND CONDITIONS <br /> AmpliFund, a software-as-a-service grant management platform ("Platform") allows users to <br /> obtain and manage federal and other sources of grant funding (collectively, "Grants") <br /> ("Authorized Purpose"). This Agreement governs a relationship whereby AmpliFund will(i)grant <br /> City of Everett, WA (Customer)access to the Platform; and (ii) provide the support services set <br /> forth on Exhibit A attached hereto (with the Platform, the "Services"). Accordingly, the Parties <br /> agree as follows: <br /> 1. Proprietary Rights. <br /> a. Platform.Subject to the terms and conditions of this Agreement,AmpliFund hereby <br /> grants to Customer during the Term (defined below) a non-exclusive, non- <br /> transferable, non-sublicensable license to allow its employees and contractors to <br /> access and use the Platform solely to help manage Grants.AmpliFund will provide <br /> access to the Platform to end-users who obtain valid access credentials from <br /> AmpliFund and accept AmpliFund's Click-to-Accept user agreement <br /> https://www.amplifund.com/terms-and-conditions/("Authorized Users"). <br /> b. Restrictions. Customer may not: (i) copy, modify, translate, or create derivative <br /> works of the Platform; (ii) reverse engineer, decompile, disassemble or otherwise <br /> attempt to reconstruct, identify or discover any source code, underlying ideas, <br /> underlying user interface techniques, or algorithms of the Platform; (iii)lend, lease, <br /> offer for sale, sell or otherwise use the Platform for the benefit of any third party; <br /> (iv) attempt to disrupt the integrity or performance of the Platform; (v) attempt to <br /> gain unauthorized access to the Platform or its related systems or networks;or(vi) <br /> use the Platform in a manner that violates this Agreement, any third party rights or <br /> any applicable laws, rules or regulations. <br /> c. AmpliFund Ownership. Except for the rights granted to Customer in Section 1(a) <br /> above and Customer's rights to Data (defined below), as between the Parties, <br /> AmpliFund retains all right, title and interest, including all intellectual property <br /> rights, in and to the Platform (including all updates thereto ("Updates") and all <br /> aggregated and de-identified information that AmpliFund's systems or applications <br /> automatically collect regarding use of the Platform and its performance <br /> ("Diagnostic Data"). All rights that AmpliFund does not expressly grant to <br /> Customer in this Section 1 are reserved. AmpliFund does not grant any implied <br /> licenses. <br /> d. Customer Ownership. As between the Parties, Customer owns all data, <br /> information and other materials submitted to the Platform by Customer or <br /> Authorized Users (which, for clarity, excludes Diagnostic Data) (collectively, <br /> "Data"). Customer hereby grants to AmpliFund a non-exclusive and non- <br /> transferable(except under Section 10)license to use and host the Data to provide <br /> Page 3 of 17 <br />