Service Solicited - 2021 - CivicPlus - CivicPlus Statement of Work for recurring fees ca
CivicPlus
302 South 4th St.Suite 500
Manhattan,KS 66502
US
Client: Eagle, ID
SALESPERSON I Phone I EMAIL I DELIVERY METHOD I PAYMENT METHOD I
I
I I I I I
CivicEngage-Statement of Work
QTY PRODUCT NAME PRODUCT TYPE
1 Website Annual Fees for Hosting and Support. Recurring
1 Annual Fee Renewal for SSL Certificate. Recurring
1 LDAP Annual Fee Recurring
1 Website Recurring Redesign Annual Fee Renewal Recurring
Annual Recurring Services i $4,735.00 1
1. This Statement of Work ("SOW') shall be subject to the terms and conditions of the CivicPlus Master
Services Agreement("MSABy signing this SOW, Client expressly agrees to the terms and conditions of the
MSA throughout the Term of this SOW. If there is a conflict between the terms of the MSA and this SOW, the
terms of the MSA shall govern.
2. This SOW shall remain in effect for an initial term equal 12 months from September 21,2021("Initial Term").
Either party may terminate this agreement effective upon 60 days'written notice to the other Party. The
SOW maybe renewed should both parties agree(the"Renewal Term")_
3. Annual Recurring Services shall be invoiced on the start date of the Initial Term and each Renewal Term.
Annual Recurring Services, including but not limited to hosting, support and maintenance services, shall
be subject to a 5%annual increase. Client will pay all invoices within 30 days of the date of such invoice.
v.'O 06.01.2015-0048
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4. Client agrees that CivicPlus shall not migrate,convert, or port content or information that could reasonably
be construed as time sensitive,such as calendar or blog content, during the Project Development.
5. If a Recurring Redesign line item is included with the Client's quote in this SOW, starting after 48 months
of continuous service under this SOW, Client shall be entitled to receive a redesign at no additional cost.
Client may initiate such redesign any time after 48 months of continuous service. Upon the initiation of an
eligible redesign project, Client may begin accumulating eligibility towards a subsequent redesign after
another 48 months of continuous service. Redesigns that include additional features not available on the
original website may be subject to additional charges. Additional features include, but are not limited to,
additional modules and integration of third-party software. Recurring Redesigns are eligible for the website,
subsite, and department headers included in this SOW only. Any subsequently purchased website,
subsite,and department header shall not be included in a redesign hereunder.
6. Client allows CivicPlus to display a "Government Websites by CivicPlus" insignia, and web link at the
bottom of their web pages. Client understands that the pricing and any related discount structure provided
under this SOW assumes such perpetual permission.
Signature Page to Follow.
V.PD 06.01.2015-0048
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Acceptance
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the
MSA terms and conditions
IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as
of the dates below.
Client CivicPlus
By: �� � By:
Name. Name:
`.f r 1 16(C. Amy Vikander
Title: ,JA� Title:
1_l Lu.A o‘r Vice President of Client Services
Date: Date:
Io 13 iaoa 10/20/2021
to 10-1d-6J1
V.PD 06.01.2015-0048
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Contact Information
'all documents must be returned:Master Service Agreement,Statement of Work,and Contact Information Sheet.
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V PD 06.01.2015-0048
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CivicPlus
Master Services Agreement
This Master Services Agreement (this "Agreement") governs all Statements of Work ("SOW") entered into by and between
CivicPlus, LLC ("CivicPlus") and the client entity identified on the SOW ("Client"). This Agreement governs the use and
provision of any Services purchased by Client,as described in any signed SOW,and the effective date of this Agreement shall
commence on the date of signature of the SOW("Effective Date").If a SOW has not been executed,then the Effective Date shall
be determined as the start date of implementation of any software solution by CivicPlus for Client.CivicPlus and Client referred
to herein individually as"Party"and jointly as"Parties".
Recitals
1. WHEREAS. CivicPlus is engaged in the business of developing and providing access to proprietary community
engagement and government content management software solutions,platforms and associated services(the"Services");and
II. WHEREAS,Client wishes to engage CivicPlus for the procurement of the Services and/or receive a license subscription
for the ongoing use of the Services,as set forth in the SOW;
NOW,THEREFORE,Client and CivicPlus agree as follows:
Agreement
Term&Termination
1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is
in effect between CivicPlus and Client,or Services are being provided by CivicPlus to Client,unless terminated in accordance
with this§1 or as otherwise provided in this Agreement(the"Term").Either Party may terminate this Agreement upon 60 days'
written notice to the other Party.A delinquent Client account remaining past due for longer than 90 days is a material breach by
Client and is grounds for CivicPlus termination.
2. Upon termination of this Agreement or any SOW for any reason,(a)the licenses granted for such relevant SOW by §11
below will terminate and Client shall cease all use of the CivicPlus Property and Services associated with the terminated SOW
and (b) any amounts owed under outstanding invoices or future planned billing for the completed development and
implementation of the Client's Services,as defined in the SOW("Project Development"),shall immediately become due in full
and payable.Sections 7,8, 10, 14, 15,18,29-31,39,and 40 will survive any expiration or termination of this Agreement.
3. At any time during the Term,CivicPlus may, immediately upon notice to Client,suspend access to any Service due to a
threat to the technical security or technical integrity of the Services.
Invoicing&Payment Terms
4. Client will pay the amounts owed to CivicPlus for the Project Development,subscription and licensing,and annual hosting,
support and maintenance services ("Annual Recurring Services") in accordance with the payment schedule set forth on the
applicable SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW's contact sheet that is
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required to be filled out and submitted by Client (the "Contact Sheet"). Client shall provide accurate, current and complete
information of Client's legal business name,address,email address,and phone number in the Contact Sheet upon submission of
a signed SOW.Client will maintain and promptly update the Contact Sheet information if it should change.Upon Client's request,
CivicPlus will mail hard-copy invoices for a$5.00 convenience fee.
5. Each SOW will state the amount of days from date of invoice payment is due.Unless otherwise limited by law,a finance
charge of 1.5 percent(%)per month or the maximum rate permitted by applicable law,whichever is less,will be added to past
due accounts from due date until paid.Payments received will be applied first to finance charges,then to the oldest outstanding
invoice(s).If the Client's account exceeds 60 days past due,support will be discontinued until the Client's account is made current.
If the Client's account exceeds 90 days past due,Annual Recurring Services will be discontinued,and the Client will no longer
have access to the Services until the Client's account is made current.Client will be given 15 days'notice prior to discontinuation
of Services for non-payment.
6. During the performance of services during Project Development,if the Client requests a change in the timeline agreed upon
at the beginning of the Project Development or a change that requires repeated efforts to previously approved work product and
such change causes CivicPlus to incur additional expenses(i.e.airline change fees,resource hours,consultant fees),Client agrees
to reimburse CivicPlus for such fees,not to exceed$1,000 per CiviePlus employee.CivicPlus shall notify Client prior to incurring
such expenses and shall only incur those expenses which are approved by Client.
Ownership&Content Responsibility
7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW,Client will own the
website graphic designs,webpage or Services content, module content, importable/exportable data, and archived information
("Client Content") created by CivicPlus on behalf of Client pursuant to this Agreement. "Client Content" also includes any
elements of text,graphics, images,photos,designs,artworks,logos,trademarks,services marks,and other materials or content
which Client provides or inputs into any website,software or module in connection with any Services.Client Content excludes
any content in the public domain;and any content owned or licensed by CivicPlus,whether in connection with providing Services
or otherwise.
8. Upon completion of the Project Development,Client will assume full responsibility for Client Content maintenance and
administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus a
worldwide,non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the
Services.Client represents and warrants that Client owns all Client Content or that Client has permission from the rightful owner
to use each of the elements of Client Content;and that Client has all rights necessary for CivicPlus to use the Client Content in
connection with providing the Services.
9. At any time during the term of the applicable SOW,Client will have the ability to download the Client Content and export
the Client data through the Services.Client may request CivicPlus to perform the export of Client data and provide the Client
data to Client in a commonly used format at any time,for a fee to be quoted at time of request and approved by Client. Upon
termination of the applicable SOW for any reason,whether or not Client has retrieved or requested the Client data,CivicPlus
reserves the right to permanently and definitively delete the Client Content and Client data held in the Services thirty(30)days
following termination of the applicable SOW.During the thirty(30)day period following termination of the SOW,regardless of
the reason for its termination,Client will not have access to the Services.
10. Intellectual Property in the software or other original works created by or licensed to CivicPlus,including all source code,
documents,and materials used in the Services("CivicPlus Property")will remain the property of CivicPlus.CivicPlus Property
specifically excludes Client Content.Client shall not(i)license,sublicense,sell,resell,reproduce,transfer,assign,distribute or
otherwise commercially exploit or make available to any third party any CivicPlus Property in any way,except as specifically
provided in the applicable SOW;(ii)adapt,alter,modify or make derivative works based upon any CivicPlus Property;(iii)create
internet"links"to the CivicPlus Property software or"frame"or"mirror"any CivicPlus Property administrative access on any
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other server or wireless or internet-based device that may allow third party entities,other than Client,to use the Services;(iv)
reverse engineer,decompile,disassemble or otherwise attempt to obtain the source code to all or any portion of the Services;or
(v)access any CivicPlus Property in order to(a)build a competitive product or service,(b)build a product using similar ideas,
features,functions or graphics of any CivicPlus Property,or(c)copy any ideas,features,functions or graphics of any CivicPlus
Property.The CivicPlus name,the CivicPlus logo,and the product and module names associated with any CivicPlus Property are
trademarks of CivicPlus,and no right or license is granted to use them outside of the licenses set forth in this Agreement.
11. Provided Client complies with the terms and conditions herein,the relevant SOW,and license restrictions set forth in§10,
CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property
associated with any valid and effective SOW,for the term of the respective SOW.
12. All CivicPlus helpful information and user's guides for the Services ("Documentation") are maintained and updated
electronically by CivicPlus and can be accessed through the CivicPlus"Help Center".CivicPlus does not provide paper copies
of its Documentation.Client and its Users are granted a limited license to access Documentation as needed.Client shall not copy,
download,distribute,or make derivatives of the Documentation.
13. Client acknowledges that CivicPlus may continually develop, alter,deliver,and provide to the Client ongoing innovation
to the Services,in the form of new features,functionality,and efficiencies.Accordingly,CivicPIus reserves the right to modify
the Services from time to time.Any modifications or improvements to the Services listed on the SOW will be provided to the
Client at no additional charge.In the event that CivicPlus creates new products or enhancements to the Services("New Services"),
and Client desires these New Services,then Client will have to pay CivicPlus the appropriate fee for the access to and use of the
New Services.
14. CivicPlus in its sole discretion,may utilize all comments and suggestions,whether written or oral,furnished by Client to
CivicPlus in connection with its access to and use of the Services (all reports,comments and suggestions provided by Client
hereunder constitute,collectively,the"Feedback"). Client hereby grants to CivicPlus a worldwide,non-exclusive,irrevocable,
perpetual,royalty-free right and license to incorporate the Feedback in the CivicPlus products and services.
Indemnification
15. Unless prohibited by the law of Client's state,the Parties shall defend, indemnify and hold the other Party, its partners,
employees, and agents harmless from and against any and all third party lawsuits, claims, demands, penalties, losses, fines,
liabilities,damages,and expenses,including attorney's fees,of any kind,without limitation,arising out of the negligent actions
and omissions,or intentionally malicious actions or omissions of the indemnifying Party or its affiliates,partners,employees,and
agents,directly associated with this Agreement and the installation and ongoing operations of Services contemplated by the SOW.
This section shall not apply to the extent that any lawsuits,claims,demands,penalties, losses, fines, liabilities, damages, and
expenses is caused by the negligence or willful misconduct on the part of the indemnified Party.
Responsibilities of the Parties
16. CivicPlus will not be liable for any act,omission of act,negligence or defect in the quality of service of any underlying
carrier,licensor or other third-party service provider whose facilities or services are used in furnishing any portion of the Service
received by the Client.
17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or
any entity employed/contracted on the Client's behalf.During Project Development,Client will be responsive and cooperative
with CivicPlus to ensure the Project Development is completed in a timely manner.
18. Client agrees that it is solely responsible for any solicitation,collection,storage,or other use of end-user's personal data on
any Service provided by CivicPlus.Client further agrees that CivicPlus has no responsibility for the use or storage of end-users'
personal data in connection with the Services or the consequences of the solicitation,collection,storage,or other use by Client
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or by any third party of personal data.
19. Client is responsible for all activity that occurs under Client's accounts by or on behalf of Client. Client agrees to(a)be
solely responsible for all designated and authorized individuals chosen by Client("User")activity,which must be in accordance
with this Agreement and the CivicPlus !}r!r; I L_ ;(b)be solely responsible for Client data;(c)obtain and maintain during the
term all necessary consents, agreements and approvals from end-users, individuals or any other third parties for all actual or
intended uses of information, data or other content Client will use in connection with the Services; (d) use commercially
reasonable efforts to prevent unauthorized access to, or use of, any User's log-in information and the Services, and notify
CivicPlus promptly of any known unauthorized access or use of the foregoing;and(e)use the Services only in accordance with
applicable laws and regulations.
20. The Parties shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in
connection with its use and provision of any of the Services or CivicPlus Property.
Data Security
21. CivicPlus shall, at all times, comply with the terms and conditions of its . I' '.i;.. CivicPlus will maintain
commercially reasonable administrative,physical,and technical safeguards designed to protect the security and confidentiality
of Client data.Except(a)in order to provide the Services;(b)to prevent or address service or technical problems in connection
with support matters;(c)as expressly permitted in writing by Client;or(d)in compliance with our i. .CivicPlus will
not modify Client data or disclose Client data, unless specifically directed by Client or compelled by law.Notwithstanding the
foregoing,CivicPlus reserves the right to delete known malicious accounts without Client authorization.
22. Client acknowledges and agrees that CivicPlus utilizes third-party service providers to host and provide the Services and
store Client data and the protection of such data will be in accordance with such third party's safeguards for the protection and
the security and confidentiality of Client's data.
23. CivicPlus may offer Client the ability to use third-party applications in combination with the Services.Any such third-party
application will be subject to acceptance by Client.In connection with any such third-party application agreed to by Client,Client
acknowledges and agrees that CivicPlus may allow the third-party providers access to Client data as required for the interoperation
of such third-party application with the Services.The use of a third-party application with the Services may also require Client to
agree to a separate agreement or terms and conditions with the provider of the third-party application,which will govern Client's
use of such third-party application.
CivicPlus Support
24. CivicPlus will use commercially reasonable efforts to perform the Services in a manner consistent with applicable industry
standards,including maintaining Services availability 24 hours a day,7 days a week.Client will have 24/7 access to the online
CivicPlus Help Center(civicplus.help)to review use articles,software best practices,receive maintenance release notes,as well
as submit and monitor omni-channel support tickets and access solution specific support contact methods
(https://www.civicnlus.heln/he/etn-ustrequests/new),
25. CivicPlus provides live support engineers based in the domestic United States to respond to basic questions concerning use
and configuration,to diagnose code-related errors,and proactively identify potential systems issues.CivicPlus support engineers
serve a preliminary function in the agile development process and escalate defects to software developers or architects for
remediation.For security purposes,CivicPlus support engineers are not permitted to modify user accounts,and permissions nor
distribute access outside of accounts established by means of a support interaction for testing.Client delegated Users may receive
tutorials and guidance on account modifications but will perform the action themselves.
26. CivicPlus live support engineers are available to respond to User requests between 7:00 am to 7:00 pm CST Monday through
Friday,excluding holidays and temporary closures for staff development,of which Client will be provided prior notice.Client is
responsible for providing CivicPlus with all User contact updates.After-hours support is available by toll-free phone call only.
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Non-emergency support requested outside of support hours will be subject to additional fees,such fees will be quoted to Client
at the time of the request and will be subject to Client acceptance and invoiced the next business day following the non-emergency
support. CivicPlus shall have the sole discretion to determine whether support requests qualify as an emergency, exceed
reasonable use or are outside the scope of services outlined in any SOW.
27. If a reported problem cannot be solved during the first support interaction,Client will be provided a ticket number that will
be used as communication method throughout ticket escalation until a solution is provided. Support service does not include
support for errors caused by third party products or applications for which CivicPlus is not responsible.
Marketing
28. CIient hereby authorizes CivicPlus to use Client's name and logo on CivicPlus's website and in sales and marketing
presentations.Such authorization may be withdrawn by Client at any time for any reason or no reason at all upon written notice
to CivicPlus.Client may publicly refer to itself as a customer of the CivicPlus Services,including on Client's website and in sales
presentations.Notwithstanding the foregoing,Each Party hereby grants the other a limited,worldwide,license to use the other's
logo in conformance with such Party's trademark usage guidelines and solely for the purpose set forth in this§28.In no event
will either party issue a press release publicly announcing this relationship without the approval of the other party,such approval
not to be unreasonably withheld.
Limitation of Liability
29. CivicPlus'liability arising out of or related to this Agreement,or any associated SOW,will not exceed the Annual Recurring
Services amounts paid by Client in the year prior to such claim of liability.
30. In no event will CivicPlus be Iiable to Client for any consequential,indirect,special,incidental,or punitive damages arising
out of or related to this Agreement.
31. The liabilities limited by Section 29 and 30 apply:(a)to liability for negligence;(b)regardless of the form of action,whether
in contract,tort,strict product liability,or otherwise;(c)even if Client is advised in advance of the possibility of the damages in
question and even if such damages were foreseeable;and(d)even if Client's remedies fail of their essential purposes.If applicable
law limits the application of the provisions of this Limitation of Liability section, CivicPlus' liability will be limited to the
maximum extent permissible.
Warranties and Disclaimer
32. Each person signing the SOW,or otherwise agreeing to the terms of this Agreement,represents and warrants that he or she
is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the SOW and this
Agreement.Each Party represents and warrants to the other that the execution and delivery of the SOW and the performanceof
such Party's obligations thereunder have been duly authorized and that this Agreement is a valid and legal agreement bindingon
such Party and enforceable in accordance with its terms.
33. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing proposals,
and free of any material defect.CivicPlus warrants to the Client that,upon notice given to CivicPlus of any defect in design or
fault or improper workmanship,CivicPlus will remedy any such defect.CivicPlus makes no warranty regarding,and will have
no responsibility for,any claim arising out of: (i)a modification of the Services made by anyone other than CivicPlus,even in a
situation where CivicPlus approves of such modification in writing;or(ii)use of the Services in combination with a third party
service,web hosting service,or server not authorized by CivicPlus.
34. EXCEPT FOR THE EXPRESS WARRANIIhS IN THIS AGREEMENT, CIVICPLUS HEREBY DISCLAIMS ALL
WARRAN I LLS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A PRIOR
COURSE OF DEALING.
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35. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,DISCLAIMER
OF WARRANTIES,OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN
THE PARTIES.THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CIVICPLUS TO CLIENT AND IS
AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE
PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
Force Majeure
36. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or
covenant if the delay or failure to perform is occasioned by force majeure,meaning any act of God,storm,pandemic,fire,casualty,
unanticipated work stoppage,strike,lockout,labor dispute,civic disturbance,riot,war,national emergency,act of publicenemy,or
other cause of similar or dissimilar nature beyond its control.
Taxes
37. The amounts owed for the Services exclude,and Client will be responsible for,all sales,use,excise,withholding and any
other similar taxes,duties and charges of any kind imposed by any federal,state or local governmental entity in connection with
the Services(excluding taxes based solely on CivicPlus's income).If the Client is tax-exempt,the Client must provide CivicPlus
proof of their tax-exempt status,within fifteen(15)days of contract signing,and the fees owed by Client under this Agreement
will not be taxed.If such exemption certificate is challenged or held invalid by a taxing authority then Client agrees to pay for all
resulting fines,penalties and expenses.
Other Documents
38. This Agreement,including all exhibits,amendments,and addenda hereto and all SOWs,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,amendment,or waiver of any provision of this Agreement or any SOW will be
effective unless in writing and signed by each Party.However,to the extent of any conflict or inconsistency between the provision
in the body of this Agreement and any exhibit,amendment,or addenda hereto or any SOW,the terms of such exhibit,amendment,
addenda or SOW will prevail.Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client
purchase order or other order documentation(excluding SOWs)will be incorporated into or form any part of this Agreement,all
such terms or conditions will be null and void,unless such term is to refer and agree to this Agreement.
Interlocal Purchasing Consent/Cooperative Purchasing
39. With the prior approval of CivicPlus,which may be withheld for any or no reason within CivicPlus's sole discretion,this
Agreement and any SOW may be extended to any public entity in Client's home-state to purchase at the SOW prices and
specifications in accordance with the terms stated herein.
40. To the extent permitted by law,the terms of this Agreement and set forth in one or more SOW(s)may be extended for use
by other local government entities upon execution of a separate agreement,SOW,or other duly signed writing by and between
CivicPlus and the such entity, setting forth all of the terms and conditions for such use,including applicable fees and billing
terms.
Miscellaneous Provisions
41. The invalidity,in whole or in part,of any provision of this Agreement shall not void or affect the validity of any other
provision ofthis Agreement.
42, The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this
Agreement to be construed fairly,according to its terms,in plain English,without constructive presumptions against the drafting
Party.The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.As
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used in this Agreement,the word"including"means"including but not limited to."
43. The Parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action.
44. This Agreement and any SOW,to the extent signed and delivered by means of a facsimile machine or electronic mail,shall
be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person.The Parties agree that an electronic signature is
the legal equivalent of its manual signature on this Agreement and any SOW.The Parties agree that no certification authority or
other third party verification is necessary to validate its electronic signature and that the lack of such certification of third party
verification will not in any way affect the enforceability of the Parties'electronic signature or any resulting agreement between
CivicPlus and Client.
45. Due to the rapidly changing nature of software as a service and digital communications,CivicPlus may unilaterally update
this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms herein,
CivicPlus will provide Client with written notice describing such change via email or through its website.Client's continued use
of the Services following such updates constitutes Client's acceptance of the same.In the event Client rejects the update to the
terms herein,Client must notify CivicPlus of its objection within ten(10)days receipt of notice of such update.
Acceptance
The Parties agree to the terms and conditions of this Agreement by their signature on the SOW.If the SOW does not exist,then
the inclusion of these terms in the Client's purchase order,or CivicPlus's provision of these terms to the Client prior to the start
of implementation of the Services and Client's ongoing cooperation of implementation of the Services and subsequent use of the
CivicPlus Services by the Client shall be deemed acceptance and agreement to the terms and conditions in this Agreement.
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