12-14-2022 Council Packet - Laserfiche WebLink

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OPENGOV SOFTWARE SERVICES AGREEMENT OPENGOV SOFTWARE SERVICES AGREEMENT This Software Services Agreement (this “Agreement”)is entered into by OpenGov,Inc.,a Delaware corporation with a principal place of business at 6525 Crown Blvd #41340,San Jose,CA 95160 (“OpenGov”)and the customer listed on the signature block below (“Customer”),as of the date of last signature below (the “Effective Date”).This Agreement sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services. 1.DEFINITIONS “Customer Data”means data that is provided by Customer to OpenGov pursuant to this Agreement (for example,by email or through Customer’s software systems of record).Customer Data shall not include any confidential personally identifiable information. “Documentation”means the documentation for the Software Services at the Customer Resource Center page found at https://opengov.zendesk.com. “Feedback”means suggestions,comments,improvements,ideas,or other feedback or materials regarding the Software Services provided by Customer to OpenGov,including feedback provided through online developer community forums. “Initial Term”means the initial license term specified in number of years on the Order Form,commencing on the Effective Date. “Intellectual Property Rights”means all intellectual property rights including all past,present,and future rights associated with works of authorship,including exclusive exploitation rights,copyrights,and moral rights, trademark and trade name rights and similar rights,trade secret rights,patent rights,and any other proprietary rights in intellectual property of every kind and nature. “Order Form”means OpenGov’s Software Services order form that:(a)specifies the Software Services provided by OpenGov;(b)references this Agreement;and (c)is signed by authorized representatives of both parties. “Renewal Term”means each additional renewal period,which shall be for a period of equal duration as the Initial Term, for which this Agreement is extended pursuant to Section 7.2. 2.SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES 2.1 Software Services.Subject to the terms and conditions of this Agreement,OpenGov will use commercially reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov and Customer (“Software Services”). 2.2 Support &Service Levels.Customer support is available by email to support@opengov.com or by using the chat messaging functionality of the Software Services,both of which are available during OpenGov’s standard business hours.Customer may report issues any time.However,OpenGov will address issues during business hours.OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at https://opengov.com/service-sla,as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 2.3 Professional Services. (a)If OpenGov or its authorized independent contractors provides professional services to Customer,such as implementation services,then these professional services will be described in a statement of work (“SOW”) agreed to by the parties (the “Professional Services”).Unless otherwise specified in the SOW,any pre-paid Professional Services Fees must be utilized within one (1)year from the Effective Date.Any unused pre-paid Professional Services Fees shall be forfeited. (b)Unless the SOW provides otherwise,all reasonable travel expenses,pre-approved by Customer and incurred by OpenGov in performing the professional services will be reimbursed by Customer.Travel expenses Rev. 2018.01_210428