CIVICPLUS, LLC (4) - Laserfiche WebLink

Home Browse Search

CP CIVIULUS1 Customer must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Customer under this Agreement will not be taxed.If such exemption certificate is challenged or held invalid by a taxing authority then Customer agrees to pay for all resulting fines,penalties and expenses. Other Documents 41. 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 Customer 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, Interlocai Purchasing Consent/ Cooperative Purchasing 42. With the prior approval of CivicPlus,which maybe withheld for any or no reason within CivicPlus's sole discretion, this Agreement and any SOW may be extended to any public entity in Customer's home-state to purchase at the SOW prices and specifications in accordance with the terms stated herein. 43. 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 such entity,setting forth all of the terms and conditions for such use,including applicable fees and billing terms. Miscellaneous Provisions 44. The invalidity or unenforceability, in whole or in part,of any provision of this Agreement shall not void,affect the validity or enforceability of any other provision of this Agreement. 45. 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 used in this Agreement,the word"including"means"including but not limited to." 46. The Parties will use reasonable,good faith efforts to resolve any dispute between them in good faith prior to initiating legal action. 47. 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 Customer. civicplus.com 1 302 South 4th Street, Suite 50C I Manhattan, KS 66502 1 888-228-2233