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SOFTWARE AS A SERVICE AGREEMENT
<br />This Software as a Service Agreement, including the attached Exhibits ("Agreement"), is entered into by and between
<br />Bellefeuil, Szur & Associates, Inc. ("BSA"), a Michigan corporation and the City of Mounds View, Ramsey County MN
<br />("Customer"), effective the date of the signature of the last Party to sign the Agreement ("Effective Date"). Each party to
<br />the Agreement is referred to as a "Party' and the parties, collectively, are referred to as "Parties."
<br />This Agreement sets the terms and conditions under which BSA will furnish certain Software as a Service ("SaaS") and
<br />certain professional services described herein to Customer.
<br />SECTION A — SAAS SERVICES
<br />Rights Granted.
<br />1.1. Upon the Effective Date, subject to the terms of this Agreement and Customer's ongoing compliance
<br />therewith, BSA hereby grants to Customer a non-exclusive, non -transferable, and non -assignable license to
<br />use the BSA Software Products. "BSA Software Product(s)" means, the: (i) BSA Software as a Service set forth
<br />in Schedule 1 to Exhibit A; (ii) related interfaces and customizations; (iii) BSA manuals, BSA official
<br />specifications, and BSA user guides provided in or with BSA software products set forth in Schedule 1 to
<br />Exhibit A ("Documentation"); and (iv) all modifications to the BSA software products set forth in Schedule
<br />1 to Exhibit A, including, but not limited to, fixes, new versions, new releases, updates, upgrades,
<br />corrections, patches, work-arounds (collectively, "Modifications"). For the avoidance of doubt,
<br />Documentation does not include advertising, other general statements about products, or statements by
<br />sales or other staff members.
<br />1.2. Customer acknowledges that BSA will not ship copies of the BSA Software Products as part of the SaaS
<br />Services.
<br />2. Restrictions. Customer will not (i) sublicense, modify, adapt, translate, or otherwise transfer, reverse compile,
<br />disassemble or otherwise reverse engineer BSA Software Products or any portion thereof without prior written
<br />consent of BSA; (ii) access or otherwise use the BSA Software Products to create or support, and/or assist a third
<br />party in creating or supporting software products competing with the BSA Software Products; or (iii) assign,
<br />disclose, display, distribute, host, lease, license, outsource, permit timesharing or service bureau use, rent, sell,
<br />transfer or otherwise use the BSA Software Products for any commercial use other than fulfilling Customers own
<br />internal business purposes. Without limiting the foregoing, the BSA Software Products may not be modified by
<br />anyone other than BSA. If Customer modifies the BSA Software Products without BSA's prior written consent, any
<br />BSA obligation to provide support services on, and the warranty for, the BSA Software Products will be void. All
<br />rights not expressly granted are reserved.
<br />3. SaaS Fees. Customer agrees to pay BSA, and BSA agrees to accept from Customer as payment in full for the rights
<br />granted herein, the SaaS fees set forth in Schedule 1 to Exhibit A.
<br />4. Ownership.
<br />4.1. BSA retains all ownership and intellectual property rights to the SaaS Services, the BSA Software Product(s),
<br />and anything developed by BSA under this Agreement. Customer does not acquire under this Agreement any
<br />license to use the BSA Software Product(s) beyond the scope and/or duration of the SaaS Services. Customer
<br />agrees not to challenge such rights and hereby assigns any and all copyrights and other intellectual property
<br />rights in and to the BSA Software Products to BSA and agrees to execute any and all documents necessary to
<br />effect the purpose of this paragraph. "Intellectual property rights" means all trademarks, copyrights, patents,
<br />trade secrets, moral rights, know-how, and all other proprietary rights.
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