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(viii) Populating the Software and the associated database(s) with Client Information <br />(as defined in Section VII (B) hereof) and otherwise assist Client with the setup of the <br />Software (together, the "Implementation Services"). <br />(ix) If applicable, TriTech and Client shall mutually agree in writing on a schedule for <br />transfer of data from Client's existing system to TriTech.com IQ. <br />B. Force Majeure. TriTech shall not be responsible for delays in performance, including <br />connectivity issues, due to disruption of internet services, war, acts of terrorism, strike, <br />fire, riot or insurrection, natural disaster, delay of carriers, governmental order or <br />regulation, unavailability of facilities, equipment or software from suppliers, the actions <br />or omissions of Client or its officers, directors, employees, agents, contractors or <br />elected officials and/or other similar occurrences beyond TriTech's reasonable control. <br />C. This Agreement allows Client to use the Software located on TriTech's servers, to <br />which Client will be granted limited remote access. Client shall not receive a physical <br />copy of the Software in any form, but will have the ability to use the Software on <br />TriTech's servers, and to access the Software remotely as directed by TriTech. <br />III. License; Access. <br />A. Provided that Client has paid the applicable Fees (as defined in Section IV (A) hereof), <br />TriTech grants to Client a limited non-exclusive, non -transferable license to use the <br />Subscription Services, including the Software located on Tr Tech's servers, through <br />Client's computers) for Client's internal operational use only for the Term set forth in <br />Section V unless otherwise agreed to by TriTech in writing, and TriTech shall perform <br />the applicable Implementation Services for the Client. The Subscription Services may <br />only be accessed by an Authorized User. Client is expressly prohibited from <br />sublicensing, selling, renting, leasing, providing service bureau or timeshare services, <br />distributing or otherwise making the Subscription Services or the Software available to <br />third parties other than any third -party Authorized Users. <br />B. For purposes of this Agreement, an "Authorized User" is an individual (i) who is an <br />employee of Client, a contractor or other representative of Client and (ii) who has been <br />properly issued a valid password that subsequently has not been deactivated. <br />C. Access to the Subscription Services by Authorized Users is enabled only by passwords <br />to Authorized Users. Client is solely responsible for the management and control of <br />those passwords and Authorized Users shall not be permitted to disclose or transfer a <br />password to any third party. Client shall assign a "Client Administrator" to provide <br />such password management and control. Upon request by Client, additional <br />Authorized Users' passwords shall be activated by TriTech. <br />D. Client acknowledges (i) that the protection of passwords issued to Authorized Users is <br />an integral part of TriTech's security and data protection process and procedures and, <br />(ii) that TriTech will rely on Client utilizing and maintaining proper password control <br />obligations and procedures. In the event that Client has reasonable cause to believe that <br />Santa Ana System Purchase and Support Agreement —Addendum F <br />Copyright © 2015 TriTech Software Systems <br />Unpublished: Rights reserved under the copyright laws of the United States <br />Page 2 of 20 <br />