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109738\153265\46611157.8
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<br />Master Services and Hosting Agreement
<br />This Master Services and Hosting Agreement (this “Agreement”), effective as of July 1, 2026 (“Effective Date”) by
<br />and between Selectron Technologies, Inc., an Oregon corporation having a principal place of business at 13535 SW
<br />72nd Avenue Suite 200, Portland, OR 97223, and its successors and assigns (“Selectron”), and City of Pleasanton CA-
<br />Public Works Department (“Licensee”).
<br />Recitals
<br />Whereas, as between Selectron and Licensee, Selectron is the owner of all rights, titles, and interest in and to
<br />certain software and materials, identified more particularly in this Agreement as the “Licensed Software”; and
<br />
<br />Whereas, Selectron wishes to grant to Licensee, and Licensee desires to obtain from Selectron, certain rights to
<br />access and use, and to permit authorized Licensee employees to access and use the Licensed Software through
<br />Selectron’s application hosting service, as more particularly described below and in accordance with the terms and
<br />conditions of this Agreement.
<br />
<br />Now, Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the
<br />following terms and conditions, which set forth the rights, duties and obligations of the parties:
<br />
<br />Agreement
<br />1. Definitions
<br />For purposes of this Agreement, the following terms
<br />shall have the following meanings. Any capitalized
<br />terms used in this Agreement that are not defined in
<br />this Section 1 shall have the meaning given to them
<br />elsewhere in this Agreement.
<br />1.1 “Aggregate Data” means
<br />information, data, and statistics about a group of
<br />individuals, organizations, or transactions that cannot
<br />be used to identify Licensee or a particular individual,
<br />e.g. volume, number of payments, average length of a
<br />call.
<br />1.2 “Authorized User” means an
<br />employee, contractor, or subcontractor that Licensee
<br />provides with access to the Licensed Software.
<br />1.3 “Customer Tools” means the
<br />Licensed Software components and interfaces that, as
<br />described in the Documentation, are designed and
<br />intended to be accessed by customers of Licensee
<br />through an application that is set up and maintained as
<br />part of the Services and/or Licensee’s website.
<br />1.4 “Derivative Work” shall mean a
<br />new or modified work that is based on or derived from
<br />a preexisting work, including, without limitation, a work
<br />that in the absence of a license, would infringe the
<br />Intellectual Property Rights associated with such
<br />preexisting work.
<br />1.5 “Documentation” shall mean
<br />the standard documentation for the Licensed
<br />Software, as generally provided by Selectron to its other
<br />customers.
<br />1.6 “End User” shall mean Licensee’s
<br />customers.
<br />1.7 “Intellectual Property Rights” shall
<br />mean all rights associated with (a) patents, designs,
<br />algorithms, and other industrial property rights; (b) works
<br />of authorship, including copyrights, “moral rights”, and
<br />derivative works thereof; (c) the protection of trade and
<br />industrial secrets and confidential information;
<br />(d) Trademarks (as defined herein); (e) all other
<br />intellectual and industrial property rights (of every kind
<br />and nature throughout the world and however
<br />designated), whether arising by operation of law, contract,
<br />license, or otherwise; and (f) all registrations, initial
<br />applications, divisions, continuations, renewals,
<br />extensions, divisions, and re-issuances of any of the
<br />foregoing, now existing or acquired in the future.
<br />1.8 “Licensed Software” shall mean,
<br />collectively, (a) the software programs that are listed in
<br />Exhibit A and further described in Exhibit C; (b) the
<br />Documentation; and (c) any Updates.
<br />1.9 “Licensee Data” means structured
<br />data about and identifiable to customers of Licensee,
<br />including without limitation data about transactions
<br />between such customers and Licensee, (a) that Licensee
<br />provides to Selectron to enable Selectron to provide the
<br />Licensed Software and the Services, (b) that Selectron
<br />collects from Licensee’s customers to facilitate payments
<br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D
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