Master Services Agreement - Accela Inc - Software for Code Enforcement

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obtained. Unless otherwise specified herein or other applicable contractual terms, all references to "Subscription Service(s)" will be deemed to include any and all Optional Subscription Services. 1.9 "Software" means any software (including client software for Authorized Users' devices) that Accela makes available for download or otherwise provides for use with the Subscription Service. 1.10 "Specifications" means the online specifications for the Subscription Service, as made available by Accela at) ttps, accel a m t x q / gftuy ee ,pq�s (which URL location and content may be updated from time to time by Accela). 1.11 "Subscription Period(s)" means the duration of Customers and Authorized User's active, paid access to the Subscription Service, as designated in the Order Form(s). 1.12 "Supported Modification" means a configuration of or modification to the Subscription Service requested by Customer that can be consistently supported by Accela, does not require direct database changes and is capable of being tested and maintained by Accela. 2. USAGE AND ACCESS RIGHTS 2.1. RihttoAccess. Accela hereby grants to Customer limited, non-exclusive, non-transferrable right to (a) access and use the Services and (b) implement, configure and permit its Authorized Users to access and use the Services during the Subscription Period, solely for its and its affiliates' internal business purposes, and in accordance with the Specifications. Customer may purchase the Services by submitting Order Forms. No Order Form will be deemed accepted by Accela unless and until Accela accepts such Order Form in writing. Upon Order Form acceptance and subject to Customer's payment of the corresponding Services fees, Accela will make the Services available to Customer. Any terms and conditions contained in any quote, invoice, purchase Order Form or Order Form that are inconsistent with the terms and conditions of this Agreement will be deemed stricken, unless expressly agreed to in writing by Accela with explicit reference to the accepted terms and conditions. Upon acceptance of an Order Form, it will become part of this Agreement. Customer will ensure that all its Authorized Users using the Subscription Services under its Account comply with all of Customer's obligations under this Agreement, and Customer is responsible for their acts and omissions relating to the Agreement as though they were those of Customer. 2.2. Restrictions on Use. Customer shall not, and shall not permit others to, do the following with respect to the Subscription Services: 2.2.1. make the Subscription Service available to anyone other than Authorized Users; 2.2.2. use the Subscription Services, or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds Customer's authorized use or usage metrics as set forth in this Agreement, including the applicable Order Form; 2.2.3. license, sub -license, sell re -sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided in this Agreement or the express permission of Accela; 2.2.4. use the Subscription Service in a way that (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene; Form Approved by Legal(vo9o5vo18)