12-14-2022 Council Packet - Laserfiche WebLink

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OPENGOV SOFTWARE SERVICES AGREEMENT until the Customer has fulfilled its obligations as set forth in the On Hold Notice.OpenGov shall remove the “On Hold”status,only upon Customer ’s fulfillment of its obligations set out in the On Hold Notice,including payment of the On Hold Fee.Upon Customer ’s fulfillment of its obligations in the On Hold Notice,OpenGov may,in its sole discretion,extend the timeline to complete certain Professional Services up to six (6)weeks, depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer’s failure to complete Customer’s responsibilities or adhere to a Customer schedule which were brought to the attention of the Customer on a timely basis,unless such delays result, directly or indirectly from the failure of OpenGov or its authorized independent contractors to perform the Professional Services in accordance with this Agreement or applicable SOW. 6.2 Consequences of Non-Payment.If Customer fails to make any payments required under any Order Form or SOW,then in addition to any other rights OpenGov may have under this Agreement or applicable law,(a) Customer will owe late interest penalty of 1.5%of the outstanding balance per month,or the maximum rate permitted by law,whichever is lower and (b)If Customer ’s account remains delinquent (with respect to payment of a valid invoice)for thirty (30)days after receipt of a delinquency notice from OpenGov,which may be provided via email to Customer ’s designated billing contact,OpenGov may temporarily suspend Customer ’s access to the Software Service for up to ninety (90)days to pursue good faith negotiations before pursuing termination in accordance with Section 7.Customer will continue to incur and owe all applicable Fees irrespective of any such Service suspension based on such Customer delinquency. 6.3 Taxes.All Fees under this Agreement are exclusive of any applicable sales,value-added,use or other taxes (“Sales Taxes”).Customer is solely responsible for any and all Sales Taxes,not including taxes based solely on OpenGov’s net income.If any Sales Taxes related to the Fees under this Agreement are found at any time to be payable,the amount may be billed by OpenGov to,and shall be paid by,Customer.If Customer fails to pay any Sales Taxes,then Customer will be liable for any related penalties or interest,and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes.In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes,Customer agrees to provide OpenGov,as evidence of such tax exempt status,proper exemption certificates or other documentation acceptable to OpenGov. 7.TERM & TERMINATION 7.1 Term.Subject to compliance with all terms and conditions,the term of this Agreement shall commence on the Effective Date and shall continue until the Subscription End Date specified on the Order Form (the “Initial Term”) unless sooner terminated pursuant to Section 7.3 below. 7.2 Renewal.This Agreement shall automatically renew for another period of the same duration as the Initial Term (the “Renewal Term”and together with the Initial Term,the “Term”),unless either party notifies the other party of its intent not to renew this Agreement in writing no less than thirty (30)days before the end of the Initial Term. 7.3 Termination.Neither party shall have the right to terminate this Agreement without a legally valid cause.If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30)days after notice by the non-breaching party (ten (10)days in the case of non-payment),the non-breaching party may terminate this Agreement. 7.4 Effect of Termination. (a)In General.Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to Section 7.1:(a)Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination or expiration,(b)all Software Services provided to Customer hereunder shall immediately terminate;and (c)each party shall return to the other party or,at the other party’s option, destroy all Confidential Information of the other party in its possession. (b)Deletion of Customer Data.Unless otherwise requested pursuant to this Section 7.4(b),upon the expiration or termination of this Agreement the Customer Data,excluding any Insights,shall be deleted pursuant Rev. 2018.01_210428