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EXHIBIT A <br />ACCELA SUBSCRIPTION TERMS AND CONDITIONS <br />Purchase or use of the Service (defined below) is <br />subject to these Subscription Terms and Conditions <br />(these "Terms" or this "Agreement"). <br />1. DEFINITIONS <br />"Agreement" means these Terms and, if applicable, <br />the written master service agreement or other written <br />agreement between Customer and Accela that <br />incorporates these Terms by reference. <br />"Communication Data" means any and all <br />information transmitted, shared, or exchanged <br />between Customer and any End User, or between End <br />User and any third party (including any third -party <br />network or website), using the Service, with respect to <br />any transaction or other communication enabled by the <br />Service, but excluding Security Data. <br />"Customer" means the entity that purchases a <br />subscription to the Service, directly from Accela or <br />through an authorized reseller, distributor, or other <br />channel partner of Accela. <br />"End Users" means individuals who are authorized by <br />Customer to use the Service and for whom Customer <br />has purchased a subscription to the Service. End Users <br />may include but are not limited to Customer's <br />employees, contractors and agents. Each End User will <br />be associated with a single, unique email address for <br />purposes of accessing (and being identified within) the <br />Service. <br />"Intellectual Property Rights" means patent rights <br />(including, without limitation, patent applications and <br />disclosures), copyrights, trade secrets, know-how, and <br />any other intellectual property rights recognized in any <br />country or jurisdiction in the world. <br />"Optional Services" mean the optional add-ons to the <br />Service that may be available for purchase either <br />directly from Accela or through an authorized reseller <br />or partner of Accela, as more particularly described or <br />identified in the applicable Order. <br />"Order" means written orders to purchase <br />subscriptions to use the Service (or, where applicable, <br />to purchase Optional Services). <br />"Security Data" means any and all information <br />provided by Customer or any End User to establish <br />secure transmissions through use of the Service, <br />including but not limited to personal information, <br />Accela SaaS Master Services Agreement <br />Form Approved by Legal (v.1 09/15/2017) <br />information used to identify account names or <br />numbers, routing information, usernames, passwords, <br />access codes and prompts. <br />"Service" or "Subscription Service" means the <br />cloud -based network security service(s) for which <br />Customer has obtained a subscription either directly <br />from Accela or through an authorized reseller or other <br />partner of Accela, as more particularly described in the <br />applicable agreement or order under which such <br />subscription was obtained. If and as designated in the <br />Specifications, the Service may be inclusive of <br />application programming interfaces (APIs) developed <br />by Accela to enable interaction and integration with <br />the Service. Unless otherwise specified herein or other <br />applicable contractual terms, all references to <br />"Service" will be deemed to include any and all <br />Optional Services. <br />"Software" means any software (including client <br />software for End Users' devices) that Accela makes <br />available for download or otherwise provides for use <br />with the Service. <br />"Specifications" means the online specifications for <br />the Service, as made available by Accela at <br />https://accela.box.com/SoftwareSpecs (which URL <br />location and content may be updated from time to time <br />by Accela). <br />"Subscription Period(s)" means the duration of <br />Customers and End Users active, paid access to the <br />Service, as designated in the Order(s). <br />"Supported Modification" means a configuration of <br />or modification to the Service requested by Customer <br />that can be consistently supported by Accela via APIs, <br />does not require direct database changes and is capable <br />of being tested and maintained by Accela. <br />2. AUTHORIZED USERS. Only End Users may access <br />or use the Service under Customer's account. Each <br />End User may use any reasonable number of <br />compatible devices for purposes of accessing the <br />Service; provided that, Accela reserves the right to <br />determine whether a number of devices is reasonable <br />and, in its sole discretion, to place a corresponding <br />cap on the number of devices. Unless expressly <br />authorized by Accela, End User subscriptions cannot <br />be shared or used by more than one individual but <br />may be permanently reassigned to new End Users. <br />The number of End User subscriptions purchased may <br />Page 9 of 19 <br />City of Hugo, MN <br />