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<br />reasonably determines is likely to require material modification to
<br />City’s applications or use of the Services. Govstream may require
<br />City to obtain and use the most recent version of the Software
<br />and/or may deprecate older versions of the Software. Any written
<br />notice by Govstream under this Section may be given through any
<br />reasonable means, including notification on or through the
<br />Software. City acknowledges and agrees that City’s use of any
<br />version of the Software other than the most recent version may
<br />adversely affect how City’s applications communicate or
<br />interoperate with the Software. City shall have certain early
<br />termination rights with respect to System Changes as set forth in
<br />the “Term and Termination” section below.
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<br />2.4 Suspension of Services. Govstream may suspend the
<br />access or use by City or any of City’s Designated Users to any
<br />portion of the Services, if Govstream determines or suspects, each
<br />in its reasonable discretion, that (a) City’s or any Designated
<br />User’s continued access or use entails a security risk to
<br />Govstream, the Software or any other customer, vendor or supplier
<br />of Govstream; (b) City or any Designated User is violating any
<br />material provision of this Agreement; (c) City or any Designated
<br />User is accessing or using the Software for any fraudulent or
<br />illegal activity; (d) Govstream’s provision of the Services to City
<br />or any Designated User violates applicable law, regulation or rule;
<br />or (e) any vendor, supplier or provider of Govstream has
<br />suspended or terminated Govstream’s or City’s access to or use of
<br />any third-party product or service that is required for Govstream
<br />to provide the Services or to make available or for City to access
<br />or use the Software. For the avoidance of doubt, Govstream shall
<br />not suspend City or any Designated User’s access for disputed
<br />charges unless City has failed to pay undisputed amounts after
<br />written notice and reasonable opportunity to cure. Any such
<br />suspension will be reasonably tailored in scope and duration to
<br />address the underlying events. In the event of any suspension
<br />under subparagraph (e), Govstream will use commercially
<br />reasonable efforts to secure a substitute product or service that is
<br />a reasonably suitable to the needs of City and provides
<br />substantially similar functionality, utility and costs to City a s the
<br />previous product or service (the “Substitute Service”) within
<br />fifteen (15) business days following such suspension. City shall
<br />have certain early termination rights with respect to Substitute
<br />Service as set forth in the “Term and Termination” section below.
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<br />2.5 Third-Party Service. To use the Software or the other
<br />Services, City may purchase products or services provided by a
<br />third party or Govstream may resell, license, sublicense or
<br />otherwise make available to City through the Software or Services
<br />certain products or services provided by third parties (collectively,
<br />the “Third-Party Service”). City agrees that any Third-Party
<br />Service used by City in connection with the Software or the other
<br />Services may be subject to Govstream review, and Govstream in
<br />its sole discretion may choose to deny any Third-Party Service.
<br />Notwithstanding, City acknowledges that the relevant third-party
<br />provider (the “Third-Party Provider”) of the applicable Third-
<br />Party Service, not Govstream, is responsible for performance of
<br />its respective Third-Party Service(s) and, except as required by
<br />applicable privacy law or regulation, Govstream has no liability
<br />for the acts or omissions of Third-Party Providers. City hereby
<br />authorizes and directs Govstream to, as necessary to perform the
<br />Services: (i) transmit the City Data to the Third-Party Providers
<br />and (ii) access, use and retrieve on City’s behalf the Third-Party
<br />Services.
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<br />2.6 Third-Party Terms. Any access to or use of a Third-Party
<br />Service used by City or made available to City by Govstream
<br />through the Software is subject to the terms of this Agreement and
<br />the applicable terms and conditions governing the Third-Party
<br />Service (the “Third-Party Terms”). In the event of any conflict
<br />between the Third-Party Terms and any other provision in this
<br />Agreement, the Third-Party Terms will prevail solely with respect
<br />to the applicable Third-Party Service. If a Third-Party Provider
<br />requires City to agree to changes to its Third-Party Terms for City
<br />to continue to access certain Third-Party Services, Govstream will
<br />notify City of the changes and their effective date. Upon the
<br />effective date of such changes, following receipt of such notice,
<br />City will not engage in further access to or use of the applicable
<br />Third-Party Services unless it has accepted such changes, and
<br />City’s continued use of the applicable Third- Party Service after
<br />receipt of such notification and the effective date of such changes
<br />will constitute City’s acceptance of such changes.
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<br />2.7 City and Authorized User Inputs. City acknowledges and
<br />agrees that certain aspects of the Services, including the Software,
<br />provided to City under this Agreement function and operate
<br />following the rules, conditions, inputs, updates and instructions
<br />provided by City or its Authorized Users (collectively, the “City
<br />Inputs”). Govstream does not have any obligation to review,
<br />verify or audit any City Inputs. City shall have sole responsibility
<br />to ensure the accuracy of the City Inputs provided to the Software
<br />and have sole liability with respect to any City Inputs.
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<br />2.8 End User Inputs. City acknowledges that End Users may
<br />provide inputs, including permit application details, responses to
<br />prompts, and document submissions (collectively, the “End User
<br />Inputs”). Govstream does not have any obligations to review,
<br />verify or audit any End User Inputs. City shall have sole
<br />responsibility to ensure the accuracy of End User Inputs provided
<br />to the Services and have sole liability with respect to any End User
<br />Inputs. For avoidance of doubt, City is responsible for addressing
<br />any disputes, inaccuracies, or regulatory consequences arising
<br />from End User Inputs, including permit application approvals or
<br />rejections. Govstream makes no warranties that outputs based on
<br />End User Inputs will be accurate, legally sufficient, or compliant
<br />with any permitting or regulatory requirements, and final
<br />determinations, particularly with respect to approval or denial of
<br />permit applications, remain the sole responsibility of the City.
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<br />2.9 Govstream Terms. The City shall require End Users to
<br />accept Govstream’s Terms of Use and Privacy Policy, as may be
<br />amended by Govstream from time to time, as a condition of such
<br />End Users accessing Govstream’s Services. In addition, City shall
<br />ensure that its terms and user flows facilitate End Users’
<br />acknowledgment and acceptance of Govstream’s Terms of Use
<br />and Privacy Policy in accordance with Exhibit C. City shall be
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