|
<br />
<br />
<br />responsible for implementing a reasonable mechanism to present
<br />and obtain such acceptance from End Users, working in good faith
<br />with Govstream. For the avoidance of doubt, the foregoing does
<br />not limit Govstream’s rights under Section 2.4 of this Agreement.
<br />
<br />2.10 AI Features and Supplemental Terms. City
<br />acknowledges that certain aspects of the Services incorporate
<br />artificial intelligence (“AI”) features that operate based on user
<br />inputs, machine learning models, and automated processing. The
<br />use of AI within the Services (the “AI Features”) is governed by
<br />the AI Supplemental Terms attached hereto as Exhibit D (“AI
<br />Supplemental Terms”), which are hereby incorporated by
<br />reference into this Agreement. In the event of any conflict between
<br />the AI Supplemental Terms and this Agreement, the AI
<br />Supplemental Terms shall govern with respect to the AI Features
<br />and functionality. City is responsible for ensuring that all
<br />Authorized Users and End Users comply with any disclaimers,
<br />acceptable use policies, and limitations outlined in Exhibit D,
<br />including any restrictions on reliance on AI-generated outputs,
<br />accuracy disclaimers, and usage limitations.
<br />
<br />2.11 Service and System Control. Govstream shall provision
<br />and host the Services on a secure cloud infrastructure, ensuring
<br />that the Services remain accessible to City’s Designated Users in
<br />accordance with the terms of this Agreement. The Services will be
<br />remotely hosted and maintained by Govstream, with integration
<br />capabilities for City’s systems as required. Except as expressly
<br />provided in this Agreement, the Parties acknowledge and agree
<br />that:
<br />
<br />(i) Govstream retains sole control over the
<br />operation, provision, maintenance, and management of
<br />Govstream’s Services, including Software, infrastructure, and
<br />related services provided under this Agreement.
<br />
<br />(ii) City retains sole control over the operation,
<br />maintenance, and management of all City’s network
<br />infrastructure, hardware, third-party integrations, access
<br />credentials, information technology infrastructure, including
<br />computers, software, databases, electronic systems (including
<br />database management systems), and networks, whether operated
<br />directly by City or through the use of third-party services
<br />(collectively, “City Systems”), needed to connect to, access or
<br />otherwise use the Services. City is solely responsible for ensuring
<br />that its systems meet the technical requirements of City Systems
<br />necessary to access and use the Services. City shall also be
<br />responsible for maintaining the security of the City Systems, City
<br />account, passwords (including but not limited to administrative
<br />and user passwords) and files, and for all uses of City account or
<br />the City Systems, with or without City’s knowledge or consent.
<br />
<br />(iii) City assumes full responsibility for all access to
<br />and use of the Services by or through City Systems, including any:
<br />(a) information, data, instructions, or materials inputted by City,
<br />Authorized Users, or End Users into the Services; (b) results
<br />obtained from the use of the Services, including any reports,
<br />recommendations, or automated outputs; or (c) conclusions,
<br />decisions, or actions taken by City, Authorized Users, or End
<br />Users based on their use of the Services.
<br />
<br />2.12 Integration with City Systems. While Govstream will
<br />develop and maintain integrations with the City’s permitting
<br />system, the Parties agree to the following delineation of
<br />responsibilities:
<br />
<br />(i) Govstream is responsible for building,
<br />configuring, and updating the integrations necessary to support the
<br />City Systems within the Software. This includes resolving bugs,
<br />performing routine updates, and ensuring compatibility with the
<br />versions of these systems currently supported by City. Govstream
<br />shall also monitor integration performance and promptly add ress
<br />any issues attributable to its code or configuration.
<br />
<br />(ii) City is responsible for maintaining and
<br />operating City Systems, including the City Systems and any other
<br />relevant infrastructure, in a stable and supported state. Any
<br />outages, performance issues, or version changes introduced by
<br />City Systems may impact the functionality of Govstream’s
<br />Services. City must provide reasonable prior notice of any major
<br />upgrades, modifications, or changes to the City Systems or related
<br />data structures that could affect Govstream’s integrations.
<br />Govstream shall not be responsible for service disruptions,
<br />failures, or downtime resulting from issues within the City
<br />Systems or any other third-party or City-owned systems that are
<br />outside of Govstream’s control.
<br />
<br />(iii) Govstream and City shall collaborate on version
<br />upgrades and system changes. If substantial integration work is
<br />required, such as a major City System release, Govstream may
<br />propose a professional services scope and timeline to ensure
<br />continued compatibility. In the event of an integration failure,
<br />Govstream and City will work together to diagnose the issue and
<br />identify the root cause. If the issue originates from Govstream’s
<br />system, Govstream will resolve it under its standard support
<br />obligations. If the issue is caused by City Systems, Govstream will
<br />assist in diagnosing and restoring the integration but shall not be
<br />liable for any resulting outages, data inconsistencies, or system
<br />failures.
<br />
<br />2.13 Accessibility. Govstream shall use reasonable efforts to
<br />ensure that the public-facing components of the Services comply
<br />with applicable accessibility standards, including WCAG 2.1
<br />Level AA or such other standard as may be required by applicable
<br />law. Govstream shall use commercially reasonable efforts to
<br />promptly remediate accessibility defects in the public-facing
<br />components of the Services that materially prevent End Users
<br />from accessing core permitting functionality.
<br />
<br />3. CONFIDENTIALITY; PROPRIETARY RIGHTS
<br />3.1 Confidentiality. Each party (the “Receiving Party”)
<br />understands that the other party (the “Disclosing Party”) has
<br />disclosed or may disclose business, technical or financial
<br />information relating to the Disclosing Party’s business (hereinafter
|