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o <br />o SMART <br />V� Got/ • SMARTGov Community® Subscription Agreement <br />Com ndy <br />TERMS AND CONDITIONS <br />1. DEFINITIONS <br />As used in this Agreement, the following terns shall have the following meanings: <br />1.1 "CLIENT Data" shall mean any data, information, records, images or files added or entered <br />into, processed or generated by the SMARTGov Community° by or on behalf of CLIENT. <br />1.2 "Confidential Information" shall mean any non - public data, information and other materials <br />(whether in tangible or intangible form) regarding the products, services or business of a party (and/or, <br />if either party is bound to protect the confidentiality of any Third Party's information, of a Third Party) <br />provided or accessible to either party by the other party where such information is marked or otherwise <br />communicated as being 'proprietary' or "confidential' or the like, or where such information should, by <br />its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, <br />Confidential Information of PALADIN includes the software and all source code, source documentation, <br />inventions, know -how, and ideas, updates and any documentation and information related to SMARTGov <br />Community. <br />1.3 "Documentation" includes, but is not limited to, any on -line help files, electronic media, <br />executables, report files, data table definitions, system designs, or written instruction manuals regarding <br />the use of SMARTGov Community. <br />1.4 'SMARTGov Community" shall mean PALADIN's SMARTGov Community® software solutions <br />delivered as Software as a Service ('SaaS' is a delivery model in which software and associated data are <br />centrally hosted and typically accessed via a web browser with a network connection to the internet). <br />1.5 "End- User" shall mean an individual registered and identified by CLIENT by name to receive a <br />unique password in order to access SMARTGov Community, including employees, agents, consultants, <br />contractors and any other persons having access to SMARTGov Community by virtue of his or her <br />relationship with CLIENT. <br />1.6 "EULA" shall mean the SMARTGov Community End User License Agreement, which is located <br />at htto: / /smartgov.paladindata.com. <br />1.7 "Licensed Jurisdiction" shall mean City of Sunny Isles Beach, FL. <br />1.8 "Fees" shall mean the fees, charges and other amounts to be paid by CLIENT to PALADIN <br />hereunder. <br />1.9 "Modifications" shall mean improvements, additions, changes, updates, upgrades, bug fixes or <br />derivative works relating to SMARTGov Community, including but not limited to the graphical user <br />interface, by whomever made them and whether or not they incorporate or are based on any information <br />gained as a result of this Agreement. <br />1.10 "Normal Business Hours" shall mean Monday through Friday (excluding holidays) from 8 a.m. <br />to 5 p.m. Pacific Time. <br />1.11 "Recommended Equipment" shall mean any hardware or other equipment, if any, <br />recommended by PALADIN to be used with SMARTGov Community as specified in the Documentation <br />and /or on the SMARTGov Community website, currently located at http: / /smartgov.paladindata.com. <br />1.12 "Results" shall have the meaning set forth in Section 3.1. <br />1.13 - "Subscription Services" shall mean the access to SMARTGov Community and those support <br />and maintenance services provided by PALADIN to CLIENT pursuant to the terms and conditions <br />described herein. <br />1.14 "Start Date" shall mean the date agreed upon by PALADIN and CLIENT that the Subscription <br />Services will be available for CLIENT's use. <br />Page 3 Initials — Paladin -9 Client_ <br />f%9� <br />