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2021-018
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2021-018
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Last modified
10/18/2021 10:33:52 AM
Creation date
1/26/2021 1:16:41 PM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
01/25/2021
Control Number
2021-018
Agenda Item Number
6.A.
Entity Name
Luminare Inc.
Subject
Software for Waitlist - COVID-19 Vaccination
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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />J.R. SMITH, CLERK <br />EXHIBIT A <br />to Service Agreement <br />Service Use Requirements; Service Specifications <br />Part 1— Current Data Input and similar Technical Requirements <br />Company shall provide or supply, as applicable, the following: Administrative oversight to ensure <br />adequate overview of the use of the Luminare solution purchased in Exhibit B for the Company. <br />Part 2 - Security Matters Concerning Use of Service <br />Input Data will be supplied to Luminare either by Company or on Company's behalf. In addition, in order <br />to access reports generated by the Service, Company will have access to certain Service web page(s). <br />Company will be responsible for maintaining the security and confidentiality of all activity (i) to supply <br />Input Data to the Service and (ii) to access reports generated for Company by the Service. Company will <br />take reasonable steps, including no less than industry standard security measures, to prevent unauthorized <br />use of the Service, and Company will immediately notify Luminare in writing of any unauthorized use of <br />any of its users' login names or passwords of which such user, or other Company party, becomes aware. <br />Luminare may suspend the Service (in whole or in part), including without limitation suspending access <br />for certain previously authorized users, in the event of the potential or actual compromise or unauthorized <br />use of the Service.. <br />Part 3 — Compliance with Applicable Law <br />Each party agrees to comply with all applicable federal, state and local laws, orders, regulations and <br />regulatory standards with respect to its respective obligations and performance under this Agreement and, <br />in the case of Company, with respect to Company's use of the Service. <br />Part 4—Error, Reporting <br />Company will follow ' Luininare's reasonable procedures and instructions to report any errors and <br />difficulties it encounters with regard to the Service so as to permit Luminare to recreate and evaluate same. <br />Part 5 - Additional Restrictions on Company's Use of Service <br />Company will not (a) use the Service or any documentation, know-how or other information received <br />from Luminare or its representatives or licensors (the "Evaluation Materials') to create any similar <br />application or service, (b) decompile, disassemble or otherwise reverse engineer any technology employed <br />by the Service, or use any similar means to discover the source code or trade secrets embodied in the <br />Service, or otherwise circumvent any technical measure that controls access to the Service or (c) permit <br />any third party use the Service to do any of the foregoing. Except for the limited rights and licenses <br />expressly granted in this Agreement, no other license is granted, no other use is permitted and Luminare <br />and its licensors will retain all right, title and interest (including patents, copyrights, trade secrets and <br />trademarks) in and to the Service, Evaluation Materials and any underlying intellectual property <br />(acknowledging that none of the foregoing includes any Input Data). Company will not take any action <br />inconsistent with such ownership. <br />
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