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c3 CIVICPLUS
<br /> provided in this Agreement or provided in law or equity, CivicPlus shall be entitled to retain any amounts already paid.
<br /> Sections 7,8, 10, 14, 15, 18, 32-34,40, and 42 will survive any expiration or termination of this Agreement.
<br /> 3. At any time during the Term, CivicPlus may, immediately upon notice to Customer,suspend Customer and any of
<br /> its Users access to any Service due to a threat to the technical security or technical integrity of the Services.
<br /> Invoicing & Payment Terms
<br /> 4. Customer will pay the amounts owed to CivicPlus for the development and implementation of the Customer's
<br /> Services, as defined in the SOW ("Project Development"), subscription and licensing, and annual hosting, support and
<br /> maintenance services("Annual Recurring Services")in accordance with the payment schedule set forth on the applicable
<br /> SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW's contact sheet that is required
<br /> to be filled out and submitted by Customer(the"Contact Sheet"). Customer shall provide accurate,current and complete
<br /> information of Customer's legal business name, address, email address, and phone number in the Contact Sheet upon
<br /> submission of a signed SOW. Customer will maintain and promptly update the Contact Sheet information if it should
<br /> change. Upon Customer's request,CivicPlus will mail hard-copy invoices for a$5.00 convenience fee to be added to the
<br /> mailed invoice.
<br /> 5. Each SOW will state the amount of days from date of invoice payment is due. Unless otherwise limited by law, a
<br /> finance charge of 1.5 percent(%)per month or the maximum rate permitted by applicable law,whichever is less,will be
<br /> added to past due accounts from due date until paid.Payments received will be applied first to finance charges,then to the
<br /> oldest outstanding invoice(s). If the Customer's account exceeds 60 days past due, support will be discontinued until the
<br /> Customer's account is made current.If the Customer's account exceeds 90 days past due,CivicPlus may suspend in progress
<br /> Project Development and Annual Recurring Services will be discontinued, and the Customer will no longer have access
<br /> to the Services until the Customer's account is made current.Customer will be given 15 days'notice prior to discontinuation
<br /> of Services for non-payment.
<br /> 6. During the performance of Project Development, if Customer requests a change that requires repeated efforts to
<br /> previously approved work product and such change causes CivicPlus to incur additional expenses(i.e.airline change fees,
<br /> resource hours, consultant fees, Customer does not show up for scheduled meetings or trainings), Customer agrees to
<br /> reimburse CivicPlus for such additional expenses. CivicPlus shall notify Customer prior to incurring such expenses and
<br /> shall only incur those expenses which are approved by Customer.
<br /> Ownership & Content Responsibility
<br /> 7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Customer
<br /> will own any website graphic designs, Services content, module content, importable/exportable data, and archived
<br /> information ("Customer Content") created by CivicPlus on behalf of Customer pursuant to this Agreement. "Customer
<br /> Content"also includes,without limitation,any elements of text,graphics,images,photos,audio,video,designs,artworks,
<br /> logos,trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing,
<br /> transmission,storage,or inputs into any website, software or module in connection with any Services.Customer Content
<br /> excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with
<br /> providing Services or otherwise.
<br /> 8. Upon completion of the Project Development,Customer will take over the management and control of the Services
<br /> and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not
<br /> CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and
<br /> civicplus.com 1 302 South 411 Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233
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