Agmt23 Dropcountr, Inc - Laserfiche WebLink

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REV: 03-17-23 MI including its obligations under Section 1.25, Dropcountr shall implement and make available the Platform Services to Utility and provide such implementation services as may be set forth in any SOW, including the Schedule of Services attached as Exhibit B to the Agreement and the performance schedule set forth in Exhibit D to the Agreement (collectively, the “Implementation Services”). 1.25.Utility Obligations. To facilitate Dropcountr’s performance of the Implementation Services, Utility shall promptly provide to Dropcountr all information, resources and access as set forth in the Agreement or an applicable SOW, or as may be otherwise requested by Dropcountr in its reasonable discretion. Any access to Utility facilities and systems will be subject to compliance by Dropcountr and its personnel with Utility’s reasonable safety and security requirements. Utility shall designate in writing an individual who will be Dropcountr’s primary point of contact for matters relating to the implementation of the Platform Services. The parties agree that Dropcountr shall not be liable for any failure to perform its obligations under this Agreement to the extent it is caused by a breach of this Section 1.25, provided, however, that Dropcountr has provided prompt written notice to Utility’s primary point of contact specifying the failure of Utility to perform so that Utility can remedy such failure. 1.26.End User License Agreement. Utility acknowledges that any use of or access to the HOME Application or the BUSINESS Application, by Customers, is subject to the terms of Dropcountr’s then-current End User License Agreement (the “EULA”) for each application, which must be accepted by users prior to access. Notwithstanding the foregoing, the EULA will contain such terms as are reasonable and customary for similar software and applications and will not interfere with the expected benefits or providing Customer access. 1.27.TERM AND TERMINATION 1.28.Duration and Renewal. Unless terminated as provided below, this Agreement will remain in effect throughout the initial subscription term specified in the Agreement (the “Initial Term”) and will automatically renew for successive periods of the same duration as the Initial Term (each, a “Renewal”) unless either party gives the other party written notice of non- renewal at least thirty (30) days in advance. 1.29.Termination. A party may terminate this Agreement for a material breach by the other party, which remains uncured more than 30 days after receiving written notice of the breach. Either party may also terminate this Agreement immediately upon notice to the other party in the event that that Utility’s governing body does not appropriate funds to make the payments hereunder in a Utility’s fiscal year budget. 1.30.Effect of Termination. Upon the expiration or termination of this Agreement: (i) all rights and platform subscriptions granted to Utility under this Agreement will terminate and Utility will cease using any and all components of the Platform Services; (ii) Dropcountr will cease making the HOME Application and the BUSINESS Application accessible to Customers; (iii) each party will, upon request, promptly return to the other party all Confidential Information of the other party in its possession or control; and (iv) Utility will, within thirty (30) days after receipt of Dropcountr’s invoice, pay all accrued and unpaid fees and expenses that are undisputed. Upon any termination of this Agreement, Dropcountr will make all Utility Data and Customer Data on Dropcountr’s servers available to Utility for electronic retrieval for a period of ninety (90) days, but thereafter Dropcountr may, but is not obligated to, delete all such stored Utility Data or Customer Data. 1.31.Survival. The following provisions will survive expiration or termination of this Agreement: Sections 2.2, 2.4, 2.5, 4.2 (last sentence only), 1.31, 5.4, 1.32 (to the extent of any outstanding payments), 1.36, 1.42, 1.49, 1.50, and 1.53. 1.32.FEES AND PAYMENT 1.33.Fees. In consideration for Dropcountr providing the Implementation Services and ATTY/AGR.2023.056/Dropcountr, Inc. (Water Utility Customer Portal) (Page 22 of 32)