Professional Services Agreement - EmNet LLC - City's Smart Sewers Agreement Renewal

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remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any EmNet Services or EmNet Materials, including any copy thereof, access or use the EmNet Services or EmNet Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other EmNet customer), or that violates any applicable Law; access or use the EmNet Services or EmNet Materials for purposes of competitive analysis of the EmNet Services or EmNet Materials, the development, provision or use of a competing software service or product or any other purpose that is to the EmNet's detriment or commercial disadvantage; access or use the EmNet Services or EmNet Materials in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety -critical applications, or any other use or application in which the use or failure of the EmNet Services could lead to personal injury or severe physical or property damage; or otherwise access or use the EmNet Services or EmNet Materials beyond the scope of the authorization granted under Section 3.1. 4. Customer Obligations, 4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the EmNet Services are accessed or used; (b) provide EmNet Personnel with such access to Customer's premises and Customer Systems as is necessary for EmNet to perform the EmNet Services in accordance with the Specifications; and (c) provide all cooperation and assistance as EmNet may reasonably request to enable EmNet to exercise its rights and perform its obligations under and in connection with this Agreement. 4.2 Effect of Customer Failure or Delay. EmNet is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "Customer Failure"). 4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3.3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the EmNet Services and EmNet Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify EmNet of any such actual or threatened activity. 5. Scheduled Downtime. EmNet will use commercially reasonable efforts to give Customer at least 24 hours prior notice of all scheduled outages of the EmNet Services ("Scheduled Downtime"). 7