|
Services or the Software except as expressly permitted by this Agreement and the Information Systems
<br />Agreement without the prior written consent of Systems & Software.
<br />(b) The City agrees that it will not reverse engineer, decompile, translate or otherwise attempt to derive, or permit
<br />or help others to derive the source code relating to all or any part of the Software or attempt to otherwise
<br />convert or alter the Software into human readable code, except to the extent applicable law expressly prohibits
<br />the foregoing restriction.
<br />(c) No third party, other than duly authorized agents or employees of the City authorized pursuant to Section 2
<br />hereunder, shall have access to or use of the Software.
<br />(d) The City shall not copy, frame or mirror any part or content of the Hosting Services, other than copying or
<br />framing on City's own intranets or otherwise for City's own internal business purposes.
<br />(e) The City shall not access the Hosting Services in order to (i) build a competitive product or service; (ii) copy
<br />any features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of
<br />Systems & Software.
<br />(f) The City shall not transmit, upload, post, distribute, store or otherwise publish, through use of the Hosting
<br />Services, any data, material or Information that: (i) contains a software virus, Trojan horse, worm or other
<br />harmful or deleterious computer code, files or programs that may adversely affect any hardware or software,
<br />or that intercepts or misappropriates any data or information; (ii) is threatening, defamatory, libelous, harassing,
<br />profane, is an invasion of privacy, offensive, obscene or harmful; (iii) infringes or otherwise violates any patent,
<br />copyright, trademark, trade secret or other intellectual property or proprietary right of any third party; (iv)
<br />violates any law, statute, ordinance or regulation
<br />(g) The City shall not interfere with or disrupt services or networks connected to the system used to provide the
<br />Hosting Services and shall not attempt to gain unauthorized access to the Hosting Services or such services
<br />or networks connected to the system used to provide the Hosting Services.
<br />(h) The City shall not provide the results of using the Hosting Services for the purposes of monitoring its availability,
<br />performance, functionality, benchmarking or competitive analysis to any third party.
<br />(i) In addition to its termination rights under Section 11, Systems & Software my restrict or limit City's access to
<br />the Hosting Services if Systems & Software reasonably determines that City has engaged in or is likely to
<br />engage in (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in
<br />Systems & Software's reasonable opinion poses any risk of any kind or nature to Systems & Software or its
<br />service providers' network, business or other Cities. As promptly as practicable after becoming aware of City's
<br />engagement in any such prohibited conduct, Systems & Software will use reasonable efforts to notify City of
<br />the restriction or limitation to City's access to the Hosting Services and will promptly restore City's access after
<br />Systems & Software has had reasonable assurance that such conduct has been permanently discontinued.
<br />In addition to and without limiting the foregoing, Systems & Software reserves the right to refuse to post or to
<br />remove in whole or in part any information or materials provided or submitted by or on behalf of City in
<br />connection with its use of the Hosting Services that Systems & Software determines, in its reasonable
<br />discretion, are either in violation of this Agreement or pose any risk of any kind or nature to Systems & Software
<br />or its service provider's network, business or other Cities.
<br />6. Hosting Services
<br />(a) The Systems & Software shall provide the facilities, equipment, and software to deliver the Hosting Services.
<br />The Systems & Software shall have the right to manage all resources used in providing the Hosting Services,
<br />as the Systems & Software deems appropriate. The system resources that are used by Systems & Software
<br />to provide the Hosting Services may be used for the applications of other Systems & Software customers or
<br />third parties.
<br />(b) Systems & Software shall host and provide access to the Software Users, subject to scheduled periods of non-
<br />3of12
<br />
|