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Benevate Inc. SAAS Subscription Agreement <br />appear and object prior to Recipient's compliance with requested disclosure. The written notice shall provide Discloser with <br />sufficient information describing the content of the information to be disclosed. If such objection is unsuccessful, then Recipient <br />shall produce only such Confidential Information as is required by the court order or governmental action. <br />c. Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived <br />from the Customer Data and provided to Customer as part of the Services. <br />d. Company shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, <br />enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection <br />with implementation of services or support, and (c) all intellectual property rights related to any of the foregoing. <br />e. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information <br />relating to the provision, use and performance of various aspects of the Services and related systems and technologies <br />(including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free <br />(during and after the term hereof) to (i) use such information and data to improve and enhance the Services and (ii) disclose <br />such data solely in aggregate or other de -identified form in connection with its business. <br />5. PAYMENT OF FEES <br />a. Payment Terms. Customer shall pay Company the fees listed in the Purchase Summary of the Order Form. An invoice for the <br />fees will be sent to the Customer immediately following the Effective Date and is due within thirty (30) days from the date of <br />the invoice. The total sum to be expended by Customer for fees shall not exceed $14,400. Fees include contemplating payment <br />for invoices for Services incurred from May 12, 2022 through the Effective Date of this Agreement. The parties were operating <br />under a prior agreement, Agreement No. A-2020-05-05, and applicable addenda Nos. A-2020-085-05-01, A-2020-085-05-02, <br />and A-2020-085-05-03, from May 12, 2020 through May 11, 2022. Company continued to provide Services to Customer after <br />May 11, 2022 with the agreement of Customer. <br />b. Suspension of Service for Late Payments. If the Customer fails to pay any invoice in full within thirty (30) days from the due <br />date, the Company shall have the right to suspend the Services until payment is received. Suspension of Services in accordance <br />with this subsection shall not be deemed a breach of this Agreement. <br />c. Addition of Users. During the Initial Service Term, the Customer may add additional Users based on the pricing stated in the <br />Order Form on a pro rata basis. <br />d. Additional Programs. Additional programs will be charged at the Company's then -current rates. <br />e. Additional Implementation Fees. Implementation costs are based on a 6-8-week implementation period (for up to four (4) <br />programs). Customer agrees to allocate the time and personnel necessary to complete implementation during this period. Unless <br />the Parties agree to an alternative schedule, in writing, implementations extending beyond the allocated eight (8) weeks will be <br />subject to a weekly charge of $500.00 per additional week. <br />e. Fee Adjustments. Company reserves the right to adjust the fees listed in the Order Form at the end of the Initial Service Term <br />or then -current renewal term. Notice of any fee adjustment will be provided to the Customer via an invoice (via e-mail) based <br />on the Company's then -current pricing, sixty (60) days prior to end of the Initial Service Term or then -current renewal term. <br />g. Taxes. The fees do not include any taxes, including, without limitation, sales, use or excise tax. If Customer is a tax-exempt <br />entity, you agree to provide Company with a tax-exempt certificate. Otherwise, Company will pay all applicable taxes to the <br />proper authorities and Customer will reimburse Company for such taxes (this excludes Company's income taxes, both federal <br />and state, as applicable, arising from Company's performance of this Agreement). <br />h. The parties acknowledge that appropriation of funds is a governmental function which the Customer cannot contractually <br />commit itself in advance to perform and this Agreement does not constitute such commitment. The Customer's obligation to <br />pay under this Agreement is contingent upon Customer's annual appropriation of funds for such purpose, and the non - <br />appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties of their respective obligations <br />hereunder, as of the last day for which funds have been appropriated. The Customer shall immediately notify the Company in <br />writing (via e-mail), upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this <br />Agreement. <br />M <br />