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EXHIBIT 2 For the avoidance of doubt, Updates provided under Maintenance and Support services du not include custum development, Upgrades, or Configurations regardless of whether such Configurations arc performed by MRI or by Client. MRI reserves the neeht to charge Client for any reintegraLiun work required to make Configurations mmpa Lible with future versions/releases. If an Error was corrected or is not present in a more current version of the SOflware, MRI shall have nO Obligation to corrP.CL such Errors in prior' versions of the Software. Subject to timely payment of the applicable fees. Maintenance and Support is provided for all Software, unless otherwise noted in file Orcler Document; provided. however, that with respect to Third Party Software, MRI's obligation is limited to using commercially reasonable efforts Lo obtain Maintenance and Support. from Lhe third par Ly owner of such Software. 4.4 Backups and Restoration Services. Provided Client is not otherwise in breach of [lie Agreement, MRI will provide backup copies and/ur database testuratfun, upuw written request and subject to Client's payment of applicable fees for such service (a then -current fee schedule winbe provided upon request). 4.5 Exclusions. Fees for SaaS Services do not include impternentwitin, lrainins and other Professional Services, such as project management, conversion, report writing, and external systems interface development. It is Client's responsibility to ensure that all appropriate users receive Initial tralnhlg sehvic-e-s SufflUent to enable Client to effectively use the SaaS Services. Failure to do so could result in increased service call fees if such service calls are deemed excessive as a result of insufficient training, at MRI's discretion. 5, CERTAIN OBLIGATIONS 5.1 Passwords; Security. Cllcot Is respotahblc for mahotmnhnq the confidentiality of all passwords and for ensuring that each password is used only by Lhe authorized user. Client is entirely responsible for arty and all actfvftfes that occur wider Clients aceuu¢. Client agrees to immediately notify MRI of any unauthorized use of Clients account or any other breach of security known to Client MRI shall have no GabiGly for any loss or damage arising from Clients failure to comply Wit[, these requirements. MRI will maintain Client passwords as confidential and will riot disclose (hem to third parties. 5.2 Client Data. Client shall be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which it acquired Client Data. 5.3 Acceptable Use. Client acknuwledgcs and agrees that MRI does not monitor or police the content of communications or data of Client or its users tansrnitted through the Services, and that Mill shall not be responsible for the content of any such communications or transmissions. Client shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. Client agrees not to post or upload any content or data which (a) is libelous, defamaLor y, obscene, pornographic, abusive, harassing or threatening; (b) contains Malicious Code; (c) violates the rights of others, such as data which infringes on any intellectual property rights Or v101a LeS any righL Of priyaCy Of pubh CiLy; Or (d) OLhcr'wisC viOVltcS any applicable law. Client further agrees not to interfere or disrupt networks connected to the Services, not to interfere with another enLiLyS use and enjOymeOL Of similar services and t0 Comply with art regulations, policies and procedures of networks connected to the SaaS Srr.,ccs. MRI may rcmnvr any vinlat ing controlpnslyd no Ihr Srrvirrs ur trah9nittcd through tile SCIVICCS, wlthaut rwtice to CUcht. MRI may suspend or terminate any user's access to the SaaS Services upon notice In the went that MRI masouahly drtcnnLres thaT such usrr has vholatrd the terms arid conditions of tills Schedule. 6. WARRANTIES AND DISCLAIMER 6.1 Limited Warranty. During the Term, MRI warrants that the hosted MRI Software supplied to ChenL as part of the SaaS Services will be free of Errors. 6.2 Remedies. It the hosted MRI Software does not perturm as warranted, MRI shall use Commercially reasonable efforts to correct such Errors, as Clients exclusive remedy for any claim under this warranty. Client shall promptly notify MRI in willing of its claim. Provided that such claim is cleternincd by MRI to hr MRI's responsihilny. MRI shall, within thirty (30) days of its receipt of Clients written notice, (i) correct such Error; (ii) Provide Client with a plan reasonably acceptable to Client for correcting the Error; or (fit) if neither (it. not (if) can be accomplished with reasonable commercial efforts from MRI, then MRI or Client rnav terminate I}he affected SaaS Service, and Client will be entitled to a refund of the pre -paid portion of the fees paid for thB atfBctBrl Sans SPI'vicB. ThB pl"PC2 frog warranty ctire shall ConsfltlAp MRI's enlire liahilily and Client's exChrSive. remedy (OrCure of 11)0 warranty set forth herein. If Client elects not to terminate the SaaS Service, Client waives all rights for the applicable warranty cure set forth herein. 6.3 Exclusions. MRI is not responsible for any claimed breach of any warranty set forth in Section 6.1 caused by: ill modifications made to the hosted MRI Software by anyouc other than MRI; (if) the combination, operation or use of the hosted MRI Software with any fterns riot certified by MRI; (fit) MRI's adherence to Client's specifications or instructions; (iv) Errors caused by u- related to intetilet connections; (v) Client deviating from the hosted MRI Software Operating procedures desu-ibed in the Doeumenlatiun; or (vi) Errors caused by Configurations. ....................................................................................................................................... END OF SAAS SERVICES SCHEDULE Clirnt: I Inusing Authority of thr City of Santa Ana MRI Confidrntial Pagr 8 of 10 City Council 3 — 40 51412021