Hosting Service and Information System Agreement - Systems & Software Inc - Utility Billing System Implementation

Home Browse Search

Software shall destroy all copies of the Data and delete all Data on the database and an Officer of Systems & Software shall certify the destruction and deletion to the City. Subject to any legal requirement that Systems & Software must retain a copy of the Data, Systems & Software shall not delete the Data for 90 days from the date of termination except: (i) where Systems & Software has provided the Data to City pursuant to this Subsection; or (ii) where it has received written instructions from City to delete the Data. Following 90 days from the date of termination if City has not communicated with Systems & Software regarding the Data, Systems & Software shall have the right to delete all Data at any time as either required by law or as determined by Systems & Software in its sole discretion. Systems & Software shall not be required to adhere to the time frames detailed above where Systems & Software is required by law to delete such Data. 13. Ownership (a) By Systems & Software. City acknowledges that at all times Systems & Software, its service providers or licensors are and shall remain the owner of all hardware, servers, equipment, networks or other software Systems & Software uses in the performance of the Hosting Services. Systems & Software, its service providers and licensors are and shall at all times remain the owner of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the Hosting Services and Software and related documentation, materials, logos, names and other support materials provided pursuant to the terms of this Agreement. City shall acquire no right whatsoever to all or any part of the Software except the limited right to access and use the Software in accordance with the terms of this Agreement and the Information Systems Agreement and Systems & Software and its licensors reserve all rights not expressly granted to City. City must fully reproduce any copyright or other notice marked on any part of the documentation or other materials on all authorized copies and must not alter or remove any such copyright or other notice. City hereby grants to Systems & Software a royalty -free, worldwide, irrevocable, perpetual license to use and incorporate in to the Hosting Services any suggestions, ideas, enhancement requests, recommendations or other feedback provided by City relating to the operation of the Hosting Services or the Software. (b) City Data. As between Systems & Software and City, all Data will remain the sole and exclusive property of City. City is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Data. Subject to the terms and conditions of the Agreement, City grants to Systems & Software a world-wide, non-exclusive, royalty -free license to access the Data for the purpose of performing the Hosting Services. Access to the Data shall only be by Systems & Software's employees and/or subcontractors whose job function requires access. Except as specified in this Agreement, Systems & Software may not access the Data for any other purpose without the express written consent of City. Access to Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law. City grants to Systems & Software a world-wide, non-exclusive, royalty -free license to aggregate or compile Data with the City data of other City's using the Hosting Services so long as such aggregation or compilation omits any data that would enable the identification of City, its clients or any individual, company or City ("Aggregated Data"). Systems & Software shall have a worldwide, perpetual, royalty -free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, City grants Systems & Software the right to access Data to provide feedback to City concerning its use of the Hosting Services. The intended purpose of aggregate or compiled Data is to provide enhanced service offerings to City and other customers. Possible examples include usage heat maps or performance analytics. (c) Data and Privacy Policy of City The City represents and warrants to Systems & Software that: a. Data that is either provided to or acquired by Systems & Software is owned exclusively by City and that the City has full right and title to provide the Data to Systems & Software; b. Data that is either provided to or acquired by Systems & Software is subject to a privacy policy in effect as of the Effective Date and Cities have provided to City their written consent for its collection, use 8 of 12