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<br />A-0000000464
<br />CONFIDENTIAL 6 Rev . 03/31/2020
<br />third party that may be disclosed only under obligations of confidentiality. Notwithstanding the foregoing, Confide ntial
<br />Information shall not include information that Receiving Party can demonstrate: (a) is or becomes generally known to the
<br />public without breach of any obligation by Receiving Party; (b) is received from a third party without breach of any
<br />obligation owed to Disclosing Party; or (c) is or has been independently developed by Receiving Party without the benefit
<br />of Confidential Information.
<br />1.10 “Content” means all of the audio and visual information, documents, content, materials, products and/or
<br />software contained in, or made available through, the Service.
<br />1.11 “Community Development Services” means the SmartGov and ATS Services subscribed to by Subscriber
<br />pursuant to the Agreement, Documentation or Order Form.
<br />1.12 “Documentation” means the user documentation relating to the Service, including but not limited to
<br />descriptions of the functional, operational and design characteristics of the Service.
<br />1.13 “Dude Solutions” or “DSI” means Dude Solutions, Inc., Dude Solutions Canada, Inc., Assetic Australia Pty Ltd
<br />and Confirm Solutions Limited together with their affiliates, successors and assigns.
<br />1.14 “DSI Data” means all data, information and other content provided by or on behalf of DSI to any of the DSI
<br />Services.
<br />1.15 “Implementation, Training and Support Program” or “ITSP” means DSI’s comprehensive implementation,
<br />training and support program provided to DSI’s Subscribers with respect to the Service.
<br />1.16 “Intellectual Property Rights” means all ideas, concepts, designs, drawings, packages, works of authorship,
<br />processes, methodologies, information, developments, materials, inventions, improvements, software, and all intellectual
<br />property rights worldwide arising under statutory or common law, including without limitation, all (i) patents and patent
<br />applications owned or licensable by a party hereto; (ii) rights associated with works of authorship, including copyrights,
<br />copyright applications, copyright registrations, mask work rights, mask work applications and mask work registrations; (iii)
<br />rights related to protection of trade secrets and Confidential Information; (iv) trademarks, trade names, service marks and
<br />logos; (v) any right analogous to those set forth in clauses (i) through (iv); and (vi) divisions, continuations, renewals,
<br />reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired.
<br />1.17 “Order Form” means DSI’s ordering document or online order specifying the Services to be provided
<br />hereunder that is entered into between Subscriber and DSI or its Affiliates, including any addenda and supplements. By
<br />entering into an Order Form, Affiliate(s) agree to be bound by the terms of this Agreement as if an original party.
<br />1.18 “Privacy Policy” means the DSI privacy policy, as amended from time-to-time, which can be viewed at
<br />www.dudesolutions.com/privacy.
<br />1.19 “Professional Service” means the professional, technical, consulting and/or other services to be performed
<br />by DSI that are ordered by Subscriber on an Order Form or provided without charge (if applicable).
<br />1.20 “Service” means DSI’s suite of Software-as-a-Service (SaaS) applications, products and services, as
<br />updated, enhanced or otherwise modified from time-to-time that are ordered by Subscriber on an Order Form or provided
<br />without charge (if applicable) and made available by DSI, including mobile components. For avoidance of doubt, Service
<br />applies only to Subscriber’s production instances and shall exclude all beta and early adopter programs, user interface (UI)
<br />or user experience (UX) changes, feature or functionality improvements, and enhancements where a workaround exists
<br />in production.
<br />1.21 “Subscriber” means the legal entity identified on the Account.
<br />1.22 “Subscriber Data” means all data, information and other content provided by or on behalf of Subscriber to
<br />the Service, including that which the Account Users input or upload to the Service.
<br />1.23 “Subscriber-Hosted Software” means DSI’s suite of Software-as-a-Service (SaaS) software applications, as
<br />updated, enhanced or otherwise modified from time-to-time that are: (i) ordered by Subscriber on an Order Form or
<br />provided without charge (if applicable) and made available by DSI, including mobile components, and (ii) granted a non-
<br />exclusive and non-transferable license (with no right to sublicense) to install and use software for the Term.
<br />1.24 “Third Party” means a party other than Subscriber or DSI.
<br />Section 2.0 Use of the Service and API; Proprietary Rights
<br />2.1 DSI Cloud Service; Subscriber-Hosted Software.
<br />DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9
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