2017.12.18 CC Packet - Laserfiche WebLink

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reasonably determines is (a) a material modification of the nature or scope of Professional Services being purchased and/or (b) significantly outside the Supported Modifications, Accela may, upon no less than thirty (30) days' notice to Customer, suspend or terminate the applicable SOW(s) and/or Change Order(s). In the event of any such termination or suspension, the parties will work together in finalizing agreed-upon Deliverables. Unless otherwise expressly agreed to by the Parties at the time of any such material change, Accela will not be deemed to have waived any Customer payment obligations in respect of completed Deliverables. 4. PROJECT MATERIALS. 4.1. Deliverables. Accela will own all rights, title and interest in and to the Deliverables (excluding any Customer Confidential Information provided to Accela for provisioning of the Professional Services). Accela will have the right to use any such Customer Confidential Information solely for providing the Professional Services to Customer hereunder. Notwithstanding the foregoing, Accela may use aggregate anonymized Customer Confidential Information for Accela development, internal training and other reasonable business purposes not specific to Customer or its End Users. 4.2. Deliverables are Accela Confidential Information and Customer may not reverse engineer, decompile, disassemble, translate, copy, reproduce, display, publish, create derivative works of, assign, sell, lease, rent, license or grant any interest in the Deliverables to any party except as expressly permitted by Accela. 4.3. Subject to this PSA, Accela grants Customer a limited, non-exclusive, nontransferable, terminable license to use the Deliverables solely for Customer's internal operations in connection with authorized use of the applicable Subscription Service. 4.4. Tools. Notwithstanding any other provision of this PSA: (i) nothing herein is intended to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise ("Tools") used by Accela to develop the Deliverables. 4.5. Processes & Know -How. Accela will own all rights, title and interest in and to the all processes, methods, procedures and know-how established or utilized by Accela in performance of the Professional Accela SaaS Master Services Agreement Form Approved by Legal (v.1 09/15/2017) Services. None of the Professional Services or Deliverables will be deemed to constitute work product or work -for -hire inuring to the benefit of Customer. 4.6. In the event any language conflicting with this Section 4 is added to any SOW, Order or Change Order, the parties expressly agree that such statement will have no effect on Accela's rights as set out herein. S. WARRANTY & DISCLAIMERS. 5.1. Warranty. Accela warrants that the Professional Services will be performed for and delivered to Customer in a good, diligent, workmanlike manner, consistent with the practices and standards of care generally accepted within and expected of Accela's industry. 5.2. Customer Cooperation. Accela's ability to successfully perform the Professional Services is dependent upon Customer's provision of timely information, active participation and access to Customer's resources, systems and personnel. Customer acknowledges that any implementation process described in the relevant SOW is cooperative in nature and that Customer must complete its designated tasks in a timely manner for Accela to proceed with and complete the Professional Services. 5.3. Customer Delays. Customer delays during any implementation period may have adverse collateral effects on Accela's overall work schedule. Although Accela will use its commercially reasonable efforts to immediately resume work following any such delay, Customer acknowledges that schedules for the Professional Services may be delayed by more than the number of days delayed by Customer. Customer agrees that if additional time is required to complete the Professional Services as the result of Customer delays, such time will be charged to Customer at Accela's then -current time -and -materials rates. 5.4. Accela Non -Conformance. If through no fault or delay of Customer the Professional Services do not conform to the foregoing warranty, and Customer notifies Accela within sixty (60) days of Accela's completed delivery of the Professional Services, Customer may require Accela to re -perform the non- conforming portions of the Professional Services. For purposes of this Section 5.4, conformity of the Professional Services will be measured against Page 16 of 19 City of Hugo, MN