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Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the
<br />application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental
<br />agencies/entities. The subscription access granted in this Agreement or in connection with it are for object code only
<br />and do not include a license or any rights to source code whatsoever.
<br />2.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, non-
<br />transferable license to use the Documentation during the Term solely for Customer's internal business purposes in
<br />connection with its use of the Solutions.
<br />2A. Application Programminq Interface "API". If the Customer has purchased any Application Programming Interface (API)
<br />license or subscription, Customer may use such API for Customer's own internal use to develop interfaces which enable
<br />interfacing with the applicable CentralSquare Software purchased herein. The development and use of such interfacing
<br />applications is specifically permitted under the use granted herein and shall not be deemed derivative works provided
<br />that they are not, in fact, derived from the CentralSquare Software or the ideas; methods of operation, processes,
<br />technology or know-how implemented therein. Other than the usage rights granted herein, Customer shall not acquire
<br />any right, title or interest in the CentralSquare Software or API by virtue of the interfacing of such applications, whether
<br />as joint owner, or otherwise. Should Customer desire to provide or share the API to a third -party, the third -party must
<br />enter into an API Access Agreement by and between the third -party and CentralSquare directly to govern the usage
<br />rights and restrictions of the applicable API.
<br />2:5. Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware
<br />vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery
<br />to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware
<br />shall be deemed' accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer
<br />warranties will be passed through to Customer. CentralSquare expressly disclaims, and Customer hereby expressly
<br />waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness
<br />for particular purpose.
<br />2.6. Managed Services Hardware. Subject to the terms and conditions of this Agreement; CentralSquare agrees to deliver
<br />the Managed Services Hardware itemized on Exhibit 1. So long as the applicable subscription fees are paid and current;
<br />Customer shall maintain a limited right in possessory interest in the Managed Services Hardware. No title in the
<br />Managed Services Hardware will pass to Customer at any time or for any reason. Customer agrees to maintain
<br />adequate insurance against fire, theft, or other loss for the Managed Services Hardware full insurable value.
<br />CentralSquare shall coordinate any Defect or warranty claims in accordance with Exhibit 8.
<br />2.7. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property
<br />Rights in or relating to the Solutions, or Third -Party Materials, whether expressly, by implication, estoppel, or otherwise.
<br />All right, title, and interest in the Solutions, and the Third -Party Materials are and will remain with CentralSquare and
<br />the respective rights holders.
<br />3. Use Restrictions. Authorized Users shall not:
<br />3.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign,
<br />distribute, publish, transfer, or otherwise make available any Solutions to any Entity, including on or in connection with
<br />the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
<br />3.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source
<br />code of the Solutions, in whole or in part;
<br />3.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an
<br />Authorized User through the use of his or her own then valid access;
<br />3A. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that
<br />are unlawful or injurious, or contain, transmit, or activate any harmful code (any software, hardware, device, or other
<br />technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to
<br />(a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer,
<br />software firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security,
<br />integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from
<br />accessing or using the Solutions as intended by this Agreement;
<br />3.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare
<br />Systems, or CentralSquare's provision of services to any third -party, in whole or in part;
<br />3.6. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any
<br />copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or
<br />Solutions, including any copy thereof;
<br />3.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any
<br />Intellectual Property Right or other right of any third -party, or that violates any applicable law;
<br />MORE INFORMATION AT CENTRALSQUARE.COM
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