2017.12.18 CC Packet - Laserfiche WebLink

Home

3.4. Overdue Payments. If any amount owing by Customer under this Agreement for any of the Services is thirty (30) or more days overdue, Accela may, without limiting Accela's other rights and remedies, accelerate Customer's unpaid fee obligations under this Agreement (including any Order or SOW) so that all such obligations become immediately due and payable, suspend the Subscription Service and/or stop performance of the Professional Services until such amounts are paid in full. 3.5. Taxes. Accela's Services fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer's purchases hereunder. If Accela has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Accela with a valid tax exemption certificate authorized by the appropriate taxing authority prior to invoice issuance. For clarity, Accela is solely responsible for taxes assessable against it based on Accela's income, property and employees. 4. TERM AND TERMINATION. 4.1. Term of Agreement. Unless terminated earlier in accordance with Section 4.2, this Agreement commences on the Effective Date and will continue with respect to the Services as enumerated below: 4.1.1. Subscription Service. The Subscription Ts&Cs at Exhibit A will commence on the date listed in the first Order and continue for a period of one (1) year (the "Initial Subscription Period"). Thereafter, the Subscription Term will automatically renew for additional one-year periods (each a "Renewal Subscription Period") unless and until either party gives written notice of non -renewal at least sixty (60) days in advance. Customer must send written notice of non -renewal to AccountsReceivable@Accela.com. Should Customer not provide written notice of non -renewal at least sixty (60) days in advance, then Customer is obligated to pay for the subsequent renewal in full. 4.1.2. Professional Services. The Professional Services Terms at Exhibit B will commence on the date listed in the first Order or SOW and continue for the period designated in such Order or SOW. The effectiveness of the Professional Services Terms will be automatically extended to the last date specified in all SOWS and Professional Services Orders issued by Accela. Upon Customer request, Accela may, in its sole discretion, reinstate expired Professional Services Terms after a lapse in effectiveness under previously issued SOWS or Professional Services Orders. 4.2. Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. The Services will be subject to additional termination provisions if and as designated in the respective Exhibits to this Agreement. 4.3. Effect of Termination. Termination or expiration of this Agreement will not terminate any then - current Customer Subscriptions to the Subscription Service (which will continue to be governed by the terms of Exhibit A, including the termination provisions set forth therein); provided, however, that in the case of termination of this Agreement by Accela for Customer's uncured breach of this Agreement, Accela may simultaneously terminate any such Subscriptions. Subject to the Professional Services Terms, termination of this Agreement will terminate all on-going and planned Professional Services. Accela SaaS Master Services Agreement Page 7 of 19 Form Approved by Legal (v.1 09/15/2017) City of Hugo, MN