1. Sole-Source Requirement
Except for actions that Authorized Administrators may perform using the standard administrative tools provided within the Convene for the Cities Platform, all system integrations, API connections, custom configurations, customizations, software development, workflow automation, data migrations, and any other technical services affecting the functionality, architecture, or performance of the Platform (collectively, “Technical Services”) shall be performed exclusively by Convene for the Cities or by an approved, authorized and certified service provider expressly authorized in writing by Convene for the Cities.
No third party may access the Platform for the purpose of performing Technical Services without prior written authorization from Convene for the Cities.
2. Importance of Sole-Source Technical Services
Client acknowledges and agrees that this Sole-Source requirement is essential because:
- It protects the security and integrity of the Platform and underlying intellectual property.
- It prevents unauthorized modifications that may cause system instability, workflow disruption, data corruption, or security vulnerabilities.
- It ensures consistency in configuration, performance, and user experience.
- It preserves revenue structures associated with integrations, custom development, and platform-specific services.
- It enables Convene for the Cities to maintain full accountability for technical quality, compliance, and platform reliability.
Client further acknowledges that permitting unauthorized parties to modify or integrate with the Platform may create substantial risk and liability for both the Client and Convene for the Cities.
3. Unauthorized Modifications and Consequences
3.1 Automatic Suspension of Warranties & Support
If any unauthorized third party performs Technical Services, all warranties, service level agreements (SLAs), support commitments, performance guarantees, and uptime commitments provided by Convene for the Cities shall be immediately suspended until the Platform is restored to a supported state solely by Convene for the Cities.
3.2 Recovery, Repair & Remediation Costs
Any recovery, remediation, repair, reconfiguration, or data restoration work required due to unauthorized modifications shall be billed to Client at Convene for the Cities' then-current standard or emergency service rates. Convene for the Cities shall not be responsible for delays caused by such unauthorized actions.
3.3 Unauthorized Change Fee (Optional Enforcement)
At Convene for the Cities' discretion, an Unauthorized Modification Fee may be charged to Client in an amount reasonably determined by Convene for the Cities to compensate for the risk, disruption, and additional oversight required due to unauthorized third-party work.
This fee is in addition to any recovery or remediation costs.
4. Administrator Permissions Clarification
For purposes of this Agreement, Administrator or Authorized Administrator refers solely to individuals designated by Client who access and use the built-in, user-facing administrative functions of the Platform.
Administrator permissions do not include, and shall not be interpreted to include:
- Access to developer tools
- API-level access or external API integrations
- Custom coding or script execution
- Database queries
- Middleware or webhook connections
- Custom module development
- Server-level configuration
- Any technical action outside the normal administrator dashboards
Any such activity constitutes Technical Services reserved exclusively for Convene for the Cities under Section 1.
5. Requesting Authorization for Third-Party Work
If Client wishes to engage a third party to perform Technical Services:
- Client must submit a written request to Convene for the Cities with sufficient detail describing the proposed work.
- Convene for the Cities may approve or deny the request at its sole discretion.
- Any approval will specify the scope, duration, and limitations of the authorization.
- Unauthorized deviations from an approved scope will be treated as unauthorized modifications under this Section.
6. Indemnity for Unauthorized Modifications
Client shall indemnify, defend, and hold harmless Convene for the Cities from any claims, damages, losses, liabilities, or expenses arising directly or indirectly from unauthorized Technical Services, including but not limited to:
- data loss or corruption
- system instability or downtime
- security breaches
- performance degradation
- violation of third-party licensing terms
- any claims from users, customers, or partners
7. Survival
This Section shall survive the termination or expiration of the Agreement to the extent necessary to enforce rights and obligations concerning system integrity, unauthorized modifications, and cost recovery.