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Item 26 - Agreement with Allied Network Solutions, Inc. for Adobe Software and Subscription
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Item 26 - Agreement with Allied Network Solutions, Inc. for Adobe Software and Subscription
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1/27/2025 5:03:20 PM
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City Clerk
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Agenda Packet
Agency
Information Technology
Item #
26
Date
1/21/2025
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2. THE SUBSCRIPTION SERVICE <br />2.1 During the Term and subject to these Terms and Conditions, DocuSign will provide the Subscription Service in accordance <br />with the Specifications, and Subscriber will have the right to obtain an Account and register its Authorized Users, who may access <br />and use the Subscription Service. The right to use the Subscription Service is: (a) limited to its Authorized Users <br />(accordingly, Subscriber may not resell or otherwise provide or assist with the provision of the Subscription Service to any third <br />party); and (b) conditioned on Subscriber's acknowledgement and agreement with thefollowing: <br />i) Nothing in this Agreement will be construed to make DocuSign a party to any eContract, and DocuSign makes no <br />representation or warranty regarding the transactions sought to be effected by any eContract; <br />ii) DocuSign maintains no control of or access to the contents of any eContract, and so the content, quality, and format of any <br />eContract is at all times in the exclusive control and responsibility of Subscriber; <br />iii) If Subscriber elects to use optional features designed to verify the identity of the intended recipient of an eContract <br />("Authentication Measures"), DocuSign will apply only those Authentication Measures (if any) selected by the Subscriber, but <br />makes no representations or warranties about the appropriateness of any Authentication Measure and further, assumes no <br />liability for the inability or failure by the intended recipient or other party to satisfy the Authentication Measure or to circumvent it; <br />iv) Certain types of agreements and documents are excepted from electronic signature laws, such that they cannot be legally <br />formed by electronic signatures, and additionally, various agencies may have promulgated specific regulations that apply to <br />electronic signatures and electronic records. DocuSign assumes no responsibility to determine whether any particular eContract <br />is an exception to applicable electronic signature laws, or whether it is subject to any particular agency promulgations, or whether <br />it can be legally formed by electronic signatures; <br />v) Subscriber is solely responsible for making available to third parties (including all parties to its eContracts) all contracts, <br />documents, and other records required by applicable law, including, without limitation, electronic signature laws and other laws <br />that may require records relating to a transaction to be retained or made accessible for a certain period of time; <br />vi) Certain laws or regulations impose special requirements with respect to electronic transactions involving one or more <br />"consumers," such as (among others) requirements that the consumer consent to the method of contracting and/or that the <br />consumer be provided with a copy, or access to a copy, of a paper or other non -electronic, written record of the transaction. <br />DocuSign assumes no responsibility to: (A) determine whether any particular transaction involves a consumer; (B) furnish or <br />obtain any such consents or to determine if any such consents have been withdrawn; (C) provide any information or disclosures in <br />connection with any attempt to obtain any such consents; (D) provide legal review of, or to update or correct any information or <br />disclosures currently or previously given; (E) provide any such copies or access except as expressly provided in the <br />Specifications for all transactions, consumer or otherwise; or (F) otherwise to comply with any such special requirements; and <br />vii) Subscriber expressly undertakes to determine whether any consumer is involved in any eContract presented by its <br />Authorized Users for Processing, and, if so, to comply with all requirements imposed by law on such eContracts or their <br />formation. <br />3. SUBSCRIPTION PLANS AND USAGE PRICING <br />3.1 The pricing, features and options of the DocuSign Products selected by Subscriber are set forth in the Order Form. The <br />Subscription Service is sold on a subscription basis and may be limited by usage ("Envelope Allowance"), or by the number of <br />Authorized Users ("Seats"), or both. Optional features, such as Authentication Measures or fax -back services, may be <br />purchased on a periodic or per -use basis. <br />3.2 If Subscriber selects an Envelope Allowance Subscription, then Subscriber is allowed to send the number of Envelopes <br />in the Envelope Allowance specified in the Order Form during the Term. All Envelopes sent in excess of the EnvelopeAllowance <br />will incur a per -Envelope charge that will be invoiced within 30 days of the date first incurred. The total number of Envelopes <br />used is based on the sum of all Envelopes that have been sent for signature or for certified delivery from the Account. An <br />Envelope will be deemed consumed at the time it is sent by an Authorized User, whether or not it has been received by the <br />recipients or the recipients have performed any actions upon any eContract in the Envelope. <br />3.3 If Subscriber selects a Seat Subscription, then Subscriber is allowed to manually send Envelopes from the number of <br />Seats specified in the Order Form during the Term. A Seat is defined as a natural person manually preparing and sending <br />Envelopes, and excludes the Processing of Envelopes using automated batch or bulk sending operations, or the use of the <br />
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