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Accela reserves the right to use third parties (who are
<br />under a covenant of confidentiality with Accela),
<br />including, but not limited to, offshore subcontractors
<br />to assist with the Professional Services, including,
<br />without limitation, any data migration, configuration,
<br />implementation and custom code development
<br />processes.
<br />11.5. Waiver and Cumulative Remedies. No
<br />failure or delay by either party in exercising any right
<br />under this PSA will constitute a waiver of that right.
<br />Other than as expressly stated herein, the remedies
<br />provided herein are in addition to, and not exclusive
<br />of, any other remedies of a party at law or in equity.
<br />11.6. Severability. If any provision of this PSA is
<br />held by a court of competent jurisdiction to be
<br />contrary to law, the provision will be modified by the
<br />court and interpreted so as best to accomplish the
<br />objectives of the original provision to the fullest
<br />extent permitted by law, and the remaining
<br />provisions of this PSA will remain in effect.
<br />11.7. Assignment. Customer may not assign or
<br />transfer this PSA or any SOW or Order hereunder,
<br />whether by operation of law or otherwise, without
<br />the prior written consent of Accela. Any attempted
<br />assignment or transfer, without such consent, will be
<br />void. Subject to the foregoing, this PSA will bind and
<br />inure to the benefit of the parties, their respective
<br />successors and permitted assigns.
<br />11.8. Publicity. Subject to the provisions of
<br />Section 9, each party will have the right to publicly
<br />announce the existence of the business relationship
<br />between parties. In addition, during the Subscription
<br />Period of Customer's use of the Service, Accela may
<br />use Customer's name, trademarks, and logos
<br />(collectively, "Customer's Marks") on Accela's
<br />website and marketing materials to identify Customer
<br />as Accela's customer, and for providing the Service to
<br />Customer; provided that, Accela will use
<br />commercially reasonable efforts to adhere to any
<br />usage guidelines furnished by Customer with respect
<br />to Customer's Marks.
<br />11.9. Force Majeure. Accela will not be liable for
<br />any delay or failure to perform under this PSA to the
<br />extent such delay or failure results from
<br />circumstances or causes beyond the reasonable
<br />control of Accela.
<br />Accela SaaS Master Services Agreement
<br />Form Approved by Legal (v.1 09/15/2017)
<br />11.10. Entire Agreement. The parties
<br />acknowledge that they have had previous discussions
<br />related to the performance by Accela of Professional
<br />Services for Customer and the possible strategies
<br />which may be used by Accela to implement the
<br />Subscription Service to achieve the requirements
<br />identified by Customer. This PSA, together with
<br />attached exhibits incorporated by reference herein,
<br />constitutes the entire agreement between the parties
<br />concerning its subject matter and supersedes all prior
<br />communications, agreements, proposals or
<br />representations, written or oral, concerning its
<br />subject matter. Notwithstanding any language to the
<br />contrary therein, no additional or conflicting terms or
<br />conditions stated in Customer's Order, any SOW or
<br />other order documentation will be incorporated into
<br />or form any part of this PSA, and all such terms or
<br />conditions will be null. Under no circumstances will
<br />the terms, conditions or provisions of any RFP,
<br />purchase order, invoice or other administrative
<br />document issued by Customer in connection to this
<br />PSA be deemed to modify, alter or expand this PSA,
<br />regardless of any failure of Accela to object to such
<br />terms, provisions, or conditions. No other act,
<br />document, usage, custom or waiver will be deemed
<br />to amend or modify this PSA unless agreed to in
<br />writing signed by a duly authorized representative of
<br />both parties. In the event of any inconsistency or
<br />conflict between the terms of this PSA, and an SOW,
<br />the terms of the SOW will control with regards to the
<br />project described.
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<br />City of Hugo, MN
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