2017.12.18 CC Packet - Laserfiche WebLink

Home

approved systems in place at completion of the Professional Services and upon enablement in Customer's production environment. 6. DISCLAIMER. Section 5 sets forth the sole an exclusive warranties and remedies related to the Professional Services, Deliverables and Tools performed or provided under this PSA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ACCELA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON - INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS PROVIDED HEREIN, THE PROFESSIONAL SERVICES AND DELIVERABLES PROVIDED TO CUSTOMER ARE ON AN "AS IS" AND "AS AVAILABLE" BASIS. 7. FEES & PAYMENT. Customer will pay the fees and expenses as specified in the Master Services Agreement to which these Terms are attached or in the applicable Order or SOW. 8. TERM AND TERMINATION. 8.1. Term. This PSA will commence on the Effective Date of the Master Services Agreement (or first Order or SOW referencing these Terms, if later effected) and will continue for the length of time referenced in all SOWS and/or Orders issued hereunder. These Terms will be subject to extension if and as designated in the Master Services Agreement. Each SOW will commence on the date it is last signed, and will expire upon completion of the project set forth in the applicable SOW. 8.2. Once signed by both parties, a SOW and/or an Order will be non -cancellable, except as otherwise explicitly stated in such SOW or Order. 8.3. Termination. 8.3.1. Automatic. This PSA will terminate automatically when the Master Services Agreement and/or all SOWS and Orders referencing this PSA are terminated or expired. 8.3.2. For Convenience. Either party may terminate this PSA for convenience upon written Accela SaaS Master Services Agreement Form Approved by Legal (v.1 09/15/2017) notice in the event there are no active SOWs hereunder. 8.3.3. For Cause. Either party may terminate this PSA for cause in the event of a material breach by the other party which goes uncured for a period of thirty (30) days. Termination under this subsection will not affect Customer's outstanding payment obligations to Accela in respect of Deliverables, Training and/or Materials provided prior to such termination. Upon termination or expiration of this PSA, Customer will have no rights to continue use of the Deliverables 9. CONFIDENTIALITY. 9.1. Definition. As used herein, "Confidential Information" means any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how or other information disclosed by or on behalf of a party (the "Disclosing Party") to the other party ("Receiving Party") for purposes arising out of or in connection with this PSA or an Order or SOW that: is marked "confidential" or "proprietary" at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, (iv) was independently developed by the Receiving Party or (v) constitutes aggregate data collected or generated by or on behalf of Accela regarding its products and services (for purposes of providing or improving it products and services, benchmarking system performance, preparing statistics and system metrics, marketing and other reasonable business purposes) that does not contain any personally identifiable or Customer -specific information. 9.2. Protection. Except as otherwise permitted in writing by the Disclosing Party and subject to the other terms of this Agreement, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) Page 17 of 19 City of Hugo, MN