05-05-26 City Council Meeting Packet

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Compliance with Data Protection Laws. Each Party shall comply with all applicable data protection and privacy laws ("Data Protection Laws") governing its performance under this Agreement. Should applicable Data Protection Laws, whether existing at the start of the Term or becoming effective during the Term, mandate specific terms for the processing of Personal Data, the Parties shall execute any required amendments to this Agreement or enter into additional agreements, including but not limited to a Data Sharing Agreement, to ensure compliance. Service Level Agreement. Polco’s web platform will be operational and available to the Customer at least 99.5% of the time in any calendar month (the “Polco Application SLA”). Ownership of Creative Materials. Polco retains all rights, title, and interest in the Creative Materials developed or collected in connection with this Agreement. Creative Materials, including content, text, graphics, software, and other proprietary elements, are protected by intellectual property laws and may only be used by the Customer as specified herein. Similarly, all data generated by Polco remains its exclusive property, and may only be used by the Customer as specified herein. Similarly, all data generated by Polco remains its exclusive property, and Polco may use it for purposes such as platform improvement, research, and product development, including lawful disclosure to third parties as necessary. Upon termination of this Agreement, the Customer’s rights to use the Creative Materials end, while Polco retains ownership of the Creative Materials. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Counterparts. This Agreement and any amendments thereto may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Parties may execute this Agreement and any amendment thereto in the form of an electronic record utilizing electronic signatures, as such terms are defined in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et. seq.). Electronic signatures, or signatures transmitted electronically via PDF or similar file delivery method is legal, valid, and binding upon execution and delivery for all purposes and each shall have the same effect as an original signature. Severability. If any provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such determination shall not affect the validity, legality, or enforceability of any other provision of this Agreement, nor shall it render such provision invalid or unenforceable in any other jurisdiction. The Parties shall, in good faith, negotiate to amend the Agreement to reflect their original intent as closely as possible in a mutually acceptable manner, ensuring the intended transactions are effectuated to the fullest extent permissible. Full Authority. The person agreeing to the terms and conditions of this Agreement states and affirms that they have the full authority of the Customer to enter into and execute this Agreement. IN WITNESS WHEREOF, CUSTOMER and POLICY CONFLUENCE, INC. have executed this Order Form as of the Effective Date: Page 4 of 5