Agmt15 eCivis Master Subscription and Servie Agmt

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Page 6 of 7 10.TERM AND TERMINATION 10.1.Term of Agreement.This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. 10.2.Term of Purchased User Subscriptions.User subscriptions purchased by You commence on the start date specified under this Agreement and continue for the subscription term specified herein. 10.3.Termination for Cause.A party may terminate this Agreement for cause:(i)upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period,or(ii)if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,receivership,liquidation or assignment for the benefit of creditors. 10.4.Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value(.csv)format along with attachments in their native format. After such 30-day period,We shall have no obligation to maintain or provide any of Your Data and shall thereafter,unless legally prohibited,delete all of Your Data in Our systems or otherwise in Our possession or under Our control. 10.5. Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10.4(Return of Your Data), 11 (Governing Law and Jurisdiction), 12 (General Provisions)and 13(Mutual Indemnification) shall survive any termination or expiration of this Agreement. 11.GOVERNING LAW AND JURISDICTION 11.1.Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Califomia as it applies to a contract made and pertormed in such state. 12.GENERAL PROVISIONS 12.1.Anti-Corruption.You have not received or been offered any illegal or improper bribe,kickback,payment,gift,or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department(legal@ecivis.com). 12.2.Relationship of the Parties.The parties are independent contractors.This Agreement does not create a partnership,franchise,joint venture, agency,fiduciary or employment relationship between the parties. 12.3.No Third-Party Beneficiaries.There are no third-party beneficiaries to this qqreement. 12.4.Waiver.No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. 12.5.Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law,and the remaining provisions of this Agreement shall remain in effect. 12.6.Attorney Fees.You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 5.2(Invoicing and Payment). 12.7.Assignment. Neither party may assign any of its rights or obligations hereunder,whether by operation of law or othervvise,without the prior written consent of the other party(not to be unreasonably withheld). Notwithstanding the foregoing,either party may assign this P�qreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be,at the non-assigning party's election,termination of this Agreement upon written notice to the assigning party.In the event of such a termination,We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing,this Agreement shall bind and inure to the benefit of the parties,their respective successors and permitted assigns. 12.8. Entire Agreement. This Agreement, including all exhibits and addenda hereto constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements,proposals or representations,written or oral,concerning its subject matter.No modification, REV:09-02-15 MLG ATTY/AGR/2015.213/ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT 9568 150819172444