2017.12.18 CC Packet - Laserfiche WebLink

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ACCELA MASTER SERVICE AGREEMENT This Accela Master Service Agreement (this "Agreement") is entered into as of the date of last signature (the "Effective Date") by and between Accela, Inc., a California corporation principally located at 2633 Camino Ramon, Suite 500, Bishop Ranch 3, San Ramon, California 94583 ("Accela"), and City of Hugo, MN with a principal place of business at 14669 FITZGERALD AVE N, HUGO, MN 55038-9301 ("Customer"). 1. DEFINITIONS. Unless otherwise defined in this Agreement, terms used herein have the same meanings as set out in the Exhibits to this Agreement (including any supplements or attachments thereto). 1.1. "Optional Services" refers to certain optional add-ons to the Subscription Service as may be offered by Accela from time to time. 1.2. "Professional Services" refers to Accela's delivery, training, performance optimization and related services as set out in the Professional Services Terms. 1.3. "Professional Services Terms" refers to those additional Professional Services Terms and Conditions attached hereto at Exhibit B. 1.4. "Services" refers to the Subscription Service together with any Professional Services and/or Optional Services. 1.5. "Subscription Service" refers to Accela's cloud -based service designed to provide government entities with productivity and engagement software. 1.6. "Subscription Ts&Cs" refers to the Subscription Terms and Conditions attached hereto at Exhibit A Customer agrees that its purchase of the Services hereunder is neither contingent on the delivery of nor any oral or written comments about any future functionality or features of the Subscription Service. 2. PROCUREMENT OF SERVICES. Customer may purchase the Services by submitting orders in a form designated or approved by Accela (each, an "Order") or, in the case of certain Professional Services, by executing Statements of Work designated or approved by Accela (each an "SOW"). Upon Order (or SOW) acceptance and subject to Customer's payment of the corresponding Services Fees, Accela will make the Services available to Customer. 2.1. Governing Terms. The Subscription Service will be subject to this Agreement and the Subscription Ts&Cs for the Subscription Period and number of End Users as specified in each Order. Professional Services will be subject to this Agreement and the Professional Services Terms for the designated performance period as specific in the applicable Order or SOW. Any Optional Services will be subject to the Subscription Terms or such other documentation as designated by Accela. 2.2. Order Acceptance. No Order for Services will be deemed accepted by Accela unless and until Accela accepts such Order (or SOW) in writing. Any terms and conditions contained in any quote, invoice, purchase order or Order that are inconsistent with the terms and conditions of this Agreement will be Accela SaaS Master Services Agreement Page 5 of 19 Form Approved by Legal (v.1 09/15/2017) City of Hugo, MN