2017.12.18 CC Packet - Laserfiche WebLink

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deemed stricken, unless expressly agreed to in writing by Accela with explicit reference to the accepted terms and conditions. All Orders and SOWs will reference this Agreement. Upon acceptance of an Order as provided above, it will become part of this Agreement. 2.3. Adding End Users. If Customer desires to increase the number of End Users that are permitted to use the Subscription Service, a new Order must be issued for the additional End Users. Accela may, in its discretion, allow or require the initial Subscription Period of newly -purchased subscriptions to be adjusted to expire or renew simultaneously with Customer's pre-existing subscription(s). 2.4. Optional Services. Purchase of Optional Services from Accela will be subject to any price quote Accela provides to Customer and the Order procedure described above. As designated by Accela at the time of Customer's purchase, use of the Optional Services may be subject to Exhibit A or additional terms and conditions beyond or in lieu of those in Exhibit A. 3. FEES AND PAYMENT FOR SERVICES 3.1. Fees. Customer will pay all fees for the Services per the prices quoted to Customer by Accela and finalized via an Order or SOW. Unless expressly set out in an Order or SOW, price increases will not apply to any Order or SOW that has already been accepted by Accela. Except as otherwise agreed by the parties in writing, Services Fees are quoted and payable in United States dollars, and Customer's payment obligations are non -cancelable and Fees paid are non-refundable. 3.2. Invoicing and Payment. Accela will invoice Customer in advance for the Services unless otherwise expressly agreed by the parties. 3.2.1. Subscription Service fees are due upon invoice and payable within thirty (30) days of the invoice date. Subscription Service fees will be due no later than the first day of each Subscription Period to which the payment relates. If Customer orders additional End User quantities part-way through an existing Subscription Period, and the initial Subscription Period for the additional quantity is adjusted as described in Section 2.3, then the Subscription fee for such additional quantity will be pro -rated accordingly. Optional Services will be due at the same time as payment for the corresponding Subscription Service, or (if applicable) as otherwise specified in the applicable Order or governing terms. Subscription Service fees will be subject to an automatic annual increase by the percentage of the prior year's Subscription Service fees (the "Uplift") listed in the Order. 3.2.2. Professional Services fees and expenses are due upon invoice and payable within forty- five (45) days of the invoice date. Professional Services fees and expenses may be subject to additional payment terms if and as designated in the applicable Order or SOW. Generally, Professional Services expenses will be billed as accrued and invoiced to Customer monthly in accordance with Accela's travel policy. 3.3. Billing Info & Overdue Charges. Customer is responsible for keeping Accela accurately and fully informed of Customer's billing and contact information, including providing any purchase order numbers in advance of invoice issuance. If any Fees are not received from Customer by the due date, they will accrue interest at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Accela SaaS Master Services Agreement Page 6 of 19 Form Approved by Legal (v.1 09/15/2017) City of Hugo, MN