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

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6. Data Backup. The EmNet Services do not replace the need for Customer to maintain regular data backups or redundant data archives. EMNET HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA. 7. Security. 7.1 EmNet System and Security Obligations. EmNet will employ security measures in accordance with EmNet's data privacy and security policy as amended from time to time, ("Privacy and Security Policy"). 7.2 Data Breach Procedures. EmNet maintains a data breach plan in accordance with the criteria set forth in EmNet's Privacy and Security Policy and shall implement the procedures required under such data breach plan on the occurrence of a "Data Breach" (as defined in such plan). 7.3 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with the EmNet Services; (c) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third -party services ("Customer Systems"); (d) the security and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of the EmNet Services and EmNet Materials directly or indirectly by or through the Customer Systems or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. 7.4 Access and Security. Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the EmNet Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the EmNet Services. 8. Fees; Payment Terms. 8.1 Fees. Customer shall pay EmNet the fees set forth in Schedule A ("Fees") in accordance with this Section 8. 8.2 Fee Increases. EmNet may increase Fees after the first contract year of the Initial Term by providing written notice to Customer at least 60 calendar days prior to the commencement of that contract year, and Schedule A will be deemed amended accordingly. 8.3 Reimbursable Expenses. Customer shall reimburse EmNet for out-of-pocket expenses incurred by EmNet in connection with performing the EmNet Services ("Reimbursable Expenses"). 8.4 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental