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AUTOMASHION CIPS" <br />Subscription License Agreement <br />THIS SU SCP.IP d N LICENSE AGREEMENT (Agreement) is made and entered into this 14th day of December, <br />2016, by and between Automashion or its Authorized Representative (Automashion"), and City of Rancho <br />Palos Verdes ("Customer"), a public entity acting by and through its duly appointed representative. <br />1. P n olointskrvices, <br />(a) Customer hereby engages AUTOMASHION, through its authorized reseller agent, and AUTOMASHION hereby <br />agrees (subject to the terms and conditions set forth herein), to provide the services (Services) more fully <br />described in this Agreement and in Exhibit A (Order Form), Customer hereby acknowledges and agrees that <br />AUTOMASHION's provision and performance of the Services k dependent and conditioned upon Customer's full <br />performance of its duties, obligations and responsibilities hereunder. <br />2. u connection with the performance of this Agreement, AUTOMASFHON <br />shall be responsible fur implementation services, support and maintenance services as specified for the <br />application(s) provided through this agreement. <br />3. C t„s, In connection with the performance of this Agreement and the provision of the <br />Services, Customer shall be responsible to (a) ensuring that Customers use of the Services, (b) performance of <br />Customer's other obligations hereunder comply with the terms herein and with all laws applicable to Customer, <br />and (c) be responsible, for the accuracy and completeness of records and data provided in connection with this <br />Agreement„ <br />4. rction and Seco,..a. <br />(a) Customer is providing Automashion with and aintains ownership rights to conception, data, metadata, data. <br />structure, table and file names and structural relationships of the data provided by Customer as part of this <br />software licensing agreement, <br />(b) Automashion reserves the right to use concepts,data, metadata, data structure, table and file names and <br />structural relationships as specified in section 4a for other customers without reservation or notification, <br />(c) Customer acknowledges and agrees that nothing in this .Agreement or any other agreement grants Customer <br />any licenses or other rights with respect to AUTOMASHION's software system (source code or object code) other <br />than the right to receive Services as expressly provided herein. AUTOMASHION shall retain all ownership in the <br />intellectual property and all other proprietary rights and niterests associated with .AUTOMASHION's software <br />system and Services and all components thereof and associated documentation, except as expressly provided. <br />herein. <br />5, ,sentark <br />(a) No Other Warranty SERVICES ARE PROVIDED ON AN AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES <br />IS AT ITS OWN RISK. AUTOMASHION DOES NOT MAKE, AND HEREBY DISCLAIfi4S, ANY AND ALL OT ER EXPRESS <br />AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF .ERCHANTABIEEFY, <br />FITNESS FOR A PARTICULAR PURPOSE, NONINFR1NGEMENT AND TITLE „ AND ANY WARRANTIES ARISING <br />FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. <br />(b) Discloimer of Actions Caused by and/or Under the Control of Third Partie.s% ACTIONS OR INACTIONS OF SUCH <br />THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS <br />THEREOF), ALTHOUGH AUTOMASHION WILL USE COMMERCIALLY REASONABLE EFFORTS To TAKE ALL <br />ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, AUTOMASHION CANNOT <br />GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR, ACCORDINGLY, AUTOMASHION DISCLAIMS ANY AND ALL <br />LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS, <br />AUTOMASHION <br />Proprietary and Confidential Pae 1 of 5 <br />