AGR-6941 - ECIVIS INC - MASTER SUBSCRIPTION AND SERVICE AGREEMENT COST TREE SOFTWARE FEBRUARY 2020-20214 i
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eCIVIS
rca iorr..00-:R.0 ECNIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT
Dale 12I20/2019
Contract No. 11742
This Agreement is made by and behveen:
eCivis,Inc.,a Delaware wryarafion(°eCivis') and City of Orenge,CA(°Customer)
418 N.Fair Oaks Ave.#301 300 East Chapman Avenue
Pasadena,CA 97703 Orange,CA 92666
Faz:(626)6283232 Phone:(714)744-2235
Sales Conhact: Pnncipal Conhact and MasterAccess Holder.
Emory Hayes Will Kolbow,Finance Director
This Agreement,and Ne Exhibits attached hereto,set forth the business relationship belween the parties and the tertns and conditions
underwhich the following products are licensed and Services are provided to Customer,and supersedes all previous agreements
behveen eCivis and Customer.
Nlacate:BaseSubs i oon-Tlart
evelopwstelloratlanplananEiMlrectmstrzteMa viuel
Eutlgeb$1BINon Sfi,000.00 SB,000.00
ai«am:ae sr aamu u ser r i st000.00 St000m
ReaMngMnualFea(s)SubTolel r,pOD-00
LrfnhreDismunt y55pyn
TOTALPRICE 55.93930
Suhscnp6on Penod(s)and Payment Tertns
The SubscnpGon Period of ihis Agreement will conclutle 2/OS/2021.Payment is due net 30 days from invoice date.
Cycle 7:2/05/2020 fhrough 7J052021 for a price of$6,339.38
PRICE IS ONLY VALID IF AGREEMENT IS SIGNED ON OR BEFORE: 11:59PM PST,January 29,2020.
IN WITNESS WHFREOF,the par6es hereto have fausetl to 6e executed or ezecuted this Agreement as of the day end year first above written.
Accepted By. Accepted By:
City of Orenge,CA eCivis, Inc.
By: /.//l ey:
Authonzed Signalure)AUNarized SignaWre)
Name: '//Ir I I Name: James Ha
type or ptlnt) type or ptlnt)
TUe: /'jf1/f'/ H?f i;. Mqr q ej Title: CEO
Date: / —Z Date: 12/20/2019
O Send invoice to(ff difterenNhan address above):
APPROVED AS TO FORM
ln..t,
ARY E. BINNI G
Senior Assistant Ciry tton ey
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eCivis Mas[er Subscription and Service Agreement
THIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT("AGREEMENT)GOVERNS YOUR ACQUISITION AND USE OF ALL OUR
SERVICES.
BY ACCEPTING THIS AGREEMENT,EITHER eY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING THIS
AGREEMENT,YOU AGREE TO THE TERMS OF THIS AGREEMENT.IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTIN,YOU REPRESENT THAT YOU HAVE THE AUTHORIN TO BIND SUCH EMITY AND ITS AFFILIATES
TO THESE TERMS AND CONDITIONS,IN WHICH CASE THE TERMS"YOU"OR"YOUR"SHALL REFER TO SUCH ENTI7V AND I7S
AFFILIATES.IF YOU DO NOT HAVE SUCH AUTHORITY,OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,YOU MUST
NOT ACCEPT THIS AGREEMENT AND MAY NOT USE 7HE SERVICES.
You may not access the Services if You are Our dired compefitor,except with Our pnor written consent.In addiUon,You may not access the
Services for purposes of monitoring iheir availability,pertormance or functionality,or(or any other benchmarking or competitive puryoses.
This Agreement was last upda[ed on Augus[1,2018.It is effecUve behveen You and Us as of Ne date of You accepting this Agreement.
Table of Contents
1.Defni[ions
2.Purchasetl Services
3.Use of he Services
4.Professional Services,Cooperation:Delays
5.Fees and Paymentfor Purchased Services
6.Propnetary Rights
7.Confdentialiry
8.Warranties and Disclalmers
9.LimiWGon of Liabiliry
10.Term and Terminatlon
11.Governing Law and Jurisdiction
12.Generel Provisions
13.Mutual Indemnification
1.DEFINITIONS
Affliate"means any enlity which direclly or intlirectly controls, is controlled by,or is under wmmon control with the sub ect entity. °Control;'for
purposes of Nis tlefnttion,means tlirect or intlirect ownership or wntml of more than 50%of Na voting interests of the subjecl entity.
Malicious Code"means viruses,worms,time bom6s,Trojan horses and oiher harmful or malicious code,files,scripts,agents or programs.
Pmfessional Services"means work pertormetl by Us for You by Our professional services division under this Agreement or any relevant purchase
order.Such work may include,but nol Ilmited to,Grant Writing,Peer Review,Tachnical Assistance,Consulling,antllorTreining services.
Pumhased Services"means Services that You or Your Affliatas purchase under this Agreemenl for Grents NehvorkTM,AllocateTM products antl
Protesslanal Services.
Services° means the products and services that are ordered by You antl made available by Us online via the wstamer login link at
hnp:!/www.ecivis.com,htlps://www.wsiVee.neV antl/or other web pages designated by Us.
Users"means individuals who are authorized by You to use ihe Services,and who have been supplied user identificaGons and passwords by You
or by Us at Your request).Users are limited to Your employees.Non-employees such as consultants,conVactors and agents,and thirtl paAles wiN
which You transact business may not he granted access.
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9Ne;"Us'or"OuP means eCivis,a Delaware corporetion.
You°or"Youf ineans ihe company or oNer legal enlity for which you are accep6ng Nis Agreement,and Affiliates of Nat company or entlry.
Your Data'means all elec[ronic daia or information submitted byYou to the Purchased Services.
2.PURCHASED SERVICES
2.1. Provision of Purchased Services. We shall make the Purchased Services availabte to You pureuant to ihis Agreement and any relevant
Purchase Ortler dunng a su6scription term. You agree thal Your purchases hereunder are nei[har contingent on he delivery o( any fulure
functionality orfeatures nor dependent on any oral orvrtitten Dublic comments made by Us regarUing future functionaliry or features.
22.User Subscriptions. Unless ofherwse specifed in vrtiting,(i)Services are purchased as User subscriptlons and may be accessed by no more
Nan ihe specifetl numher of Users,(ii)additional User su6scriptions may be atlded during the applirabte subscnp6on term at the same pricing as
ihat for the pre-existin9 subscripdons ihereunder, pmrated tor the remaintler of ihe suhscription tertn in effect a[the time the additlonal User
subscriptlons are adtletl, and (lii) the added User su6scriplions shall terminale on the same date as the pre-existing subscrip[ions. User
subscriptlons are Por designated Users only and cannot be shared or used by more than one Usar but may be reassigned to new Users replacing
former Usere who no longer require ongoing use of ihe Services.
3.USE OF THE SERVICES
3.1.Our Responsibili4es.ey 11:59PM on the day prior to the cycle start date,we shall:(i)provide Our basic support for Ne Purchased Services to
You at no additional charge, and/or upgreded suppoM1 if purchasetl separately, (ii) use commercially reasonable etlarts to make the Purchased
Services availa6le 24 houre a day, 7 days a week, except tor: (a) ptanned downtime (of which We shall give al least 8 hours notice via Ne
Purchased Services and which We shall schedute to Ne e#ent practicabie during the weekend hours from 6:00 p.m. Friday to 3:00 a.m.Monday
Pacifc Time),or(b)any unavailability causetl by circumsiances beyontl Our reasonable contml,indutling withou[IimiWtion, acls of God, acGs of
govemment, floods,flres, earihquakes, civil unrest, acts of tertor, sVikes or other labor problems (oNer Nan those involvin9 Our emptoyees),
Intemet service provider failures or tlelays,or tlenial of service atlacks,and(iii)provide Ne Purchased Services only in accordance with applicable
laws ana government regulations.
3.2. Our Protection of Your Dafa. We shall malntain appropnate administrative, physical, and technical safeguards for protection of the securiry,
confidentialiTy and integriry of Your Dafa.We shall not(a)motlify Your Oata,(b)tlisclose Your Oata except as compelled by law in accordance wiN
Section 7.3(Compelled Disclosure)or as expressly pefmitteA in writing by Yau,or(cJ access Vou Data except to provida the Services and prevent
or atldress service or technical pro6lems,or al Your requesl in connection with customer support matters.
3.3.Your Responsibilities.You shall(i)be responsi6le(or Users'compliance with ihis Agreement, (ii)be responsi6le for the accu2cy,qualiry and
legality of Your Data and of the means by which You acquired Your Data,(iii)use commercially reasonable efforts to prevent unauthorized access to
or use of he Services,and noUfy Us promptly of any such unauthorized access or use,and(iv)use ihe Services only in accordance with the user
guitle antl applicable laws antl govemment regulations.You shall not(a)make[he Services availahle to anyone o[her than Users, (b)sell, resell,
rent or leese the Services, (c) use the Services to store or transmit iniringing, libelous, or oNerwise unlawful or tortious material, or to store or
Uansmil material in violation of third-party pdvacy dghls, (tl)use the Services to store or transmit Malicious Code, (e)interfere wi[h or tlisrupt the
integriry or perfortnance of Ne Services or third-party data contained therein, or(attempt to gain unauthorized access to ihe Services or thelr
related systems or nerivorks.
3.4.Usage Limitalions.Services may 6e su6ject to o[her limiiations,such as,for example,limits on the number of licenses,grants or applicalions
ihat nn be mana9ed in Our Grants Nelwork"' protluct, on he number of g2nl appliwtions, peer reviews and/or trainings providetl by Us, or
num6er ot Ilcenses provided for AllocateTM.My such limitations are specified in ihe signature page of ihis Agreement.
3.5.Third Party Data.We do not own data or files submitted to Purchased Services by ihirtl parties.You assume all risks Nat may occur irom
downloading third-paM1y data or files.
4.PROFESSIONAL SERVICES,COOPERATION:OELAYS
4.1.Should this Agreement include Pro(essional Services as part of its User Subscriptions and each party agrees[o cooperate reasonably antl in
good faith with Ne other in the perfortnance of such Professional Services and acknowledges that delays may oNerwise result. You agree to
provide,or provide access to,the foltowing as neetletl,and when applicable,for Services that require Us to be at Your location:otfce workspace,
telephone and other facilities,suitably confgured computer equipment wiN Intemet access,complete and acwrate informaEon antl data from Your
employees and agenis,continuous adminis4ative access to its ecivis.wm accounl,coordinaUon of onsile,online and lelephonic meetlngs,and other
resources as reasona6ty necessaryforsatisfactory antl tlmely perfortnanca of the Professional Services.
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4.2. Each party agrees its respective employees and agents will reasonably and in good faiN cooperate with each other in a Drofessional and
courteous manner in the perFortnance of their duties under this Agreement to complete such Protessional Services.
4.3. It is untlersWod by You iha[ delays in providing ma[erial or information resultin9 in missed deatllines does not cons[itute non delivery
Professional Services by Us.We shall provide a reasonable timeline to ensure ihe delivery of Our Professional Services.
4.4.Reserved.
4.5.Vou shall provide to Us written acceptance of each Professional Service listed in FxhibitAwithin 5 business days of Pro(essional Services being
delivered to You.Failure to provide written acceptance during this period shall be deemed acceptance of Pro(essional Senices delivered.
5.FEES AND PAYMENT FOR PURCHASED SERVICES
5.1. Fees.You shall pay ail fees specified under this Agreement.Except as othertvise speufed herein, (i)fees are based on Services purchased
and not actual usage for Purchased Services,(ii)payment obligalions are non-cancelable and fees paid ara non-refundahle and will not result in any
refund or credit and(iii)the number of User su6scriptions purchased cannot be decreasetl during the relevant subscripGon tefm.
5.2. Invoicin9 and Payment. Unless olherwise stated in this Agreemant, invoice charge(s) are due net 30 days from lhe invoice tlale. You are
responsible for provitling complete and accurate billing and contad information[o Us and nolifying Us of any changes to such information.
5.3.Overdue Char9es. If any charges are not received from You by the due date,then at Our discretlon,(a)such charges may accrue late interest
at the rale of 1.SY,of the outstanding balance per month,or the maximum rate pertnitted by law,whichevar is lower,from the date such payment
was due un61 ihe date paid,and/or(b)We may wndition fuWre su6scnption renewals on payment lertns shotler than those specified in Sedion 52
Invoicing antl Payment).
5.4.Suspension of Service and Acceleralion. If any amount owing by You under this ar any other agreement for Our Services is 30 or more tlays
overdue(or 10 or more days overdue in Ne case o(amounls You have authorizetl Us to charge to Your uetlit wrd),We may,without limiling Our
oiher rights and remedies,suspend Our Services m You until such amounts are paid in NII.We will give You at least 7 days'prior notice that Your
accounl is overdue.
5.5.Taxes.Unless oNervvise siatetl,Ourfeas do not include any taxes,levies,duGes or similar governmental assessmenis of any nature,including
but not limited to value-added,sales,use orwithholding taxes,assessable by any local,state,provincial,federal or foreign jurisdiction(collectively,
Taxes').You are responsible for paying all Taxes associated with Your purchases hereuntler.I(Wa have[he legal obli9ation to pay or collecl Taxes
for which You are responsible untlerihis paregreph,the appropriate amount shall he invoiced to and paid by You,unless You provitle Us with a valid
taz exemplion certificate authorized 6y the appropriate taxing authonry.For clarity,We are solely responsible for tanes assessable against it hased
on Our inwme,property antl employees.
6.PROPRIETARY RIGHTS
6.1.Reservation of Rights in Services.Subject to ihe limited righGs expressly granted hereunder,We reserve all rights,title and inierest in antl to the
Services, induding all rela[ed intallectual property rights and all legally protectable elements or deriva[ive works. No rigMs are grented to You
hereunder otherthan as ezpressly setforth herein.
62.Restrictions.You shall not(i)permit any Ihird party to access ihe Services ezcept as pertnitted herein or in an Order Form,(ii)create denvate
works based on the Services except as authonzetl herein, (Iii) copy, frame or mirmr any part or content of ihe Services, other than copying or
framing on Your own intranets or otherv+ise for Your own iniemal business purposes,(iv)reverse engineer the Services,or(v)access the Services
in order to(a)build e competitive product or service,or(b)wpy any features,funciions or grephics of the Services.
6.3.Your Applications and Code.I(You,a ihird party acting on Your behalf,or a Uset creates apptications or program code using the Services,You
authorize Us to host,copy,transmit,display and adapt such applicalions and progrem code,solely as necessary tor Us to provide the Services in
accordance with Nis Agreement.Subject to the above,We acquire no right[iHe or interest from You or Your licensors underthis Agreement in or to
such applirations or program code, including any intellectual property righGs therein. If You choose to use a third-party applica[ion with a Service,
You grent Us pertnission to allow ihe application and its provider to access Your Data as required(or the interoperetion of ihe application with the
Service.We are not responsible for any disclosure,modifcation or deletion of Your Data resulting from access by such application or ils pmvider.
6.4.Your Data.Subject to the limited rights grented by You hereunder,We acquire no nghq title or interest fmm You or Your licensors under this
Agreement in or to Your Dala,including any intellectual property rights Iherein.Unless otherwise specifed in[his Agreement or an Exhihip You shall
be solely responsible for collectlng, inpuriing and updating all Your data.You shall review the accuracy of all data submitted Inlo and ihrough the
Software and ensure the fnal accurecy of all reports or other produc4s produced.
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6.5.Suggestions.We shall have a royalty-free,worldwide,irrevocable,perpetual license b use and incorporate into ihe Services any sug9estions,
enhancement reques4s,recommentlations or oiher feedback pmvided by You,including Users,rela6ng to ihe operetion of the Services.
6.6.Your Equipment.You shall be responsible for selecling,obtaining and mainWining any equipment and ancillary services needed to connect to,
access or otherwise use Ne Senices,including,without Iimitation,modems,hardware,servers,software,operating systems,nelworking equipment,
web servers,and Inlernet access,but excluding ihe So(lware(wltectively"Equipment").Vou shall be responsible for ensuring that ihe Equipment is
compatihle with the Services and the Soflware.You shall also be responsible for the security and use of the Equipment.
7.CONFIDENTIALIN
7.7. Definiiion of Confdential Infortnalion. As used herein, 'Confidential Information" means all confidential information tlisdosed by a party
Disclosing Party')lo ihe other party("Receiving Party"),whether orally or In writing,that is designated as confdentlal or ihat reasonably should be
undersrood to he confdential given Ne nature of the information and the circums[ances of tlisclosure. Confitlential Informatlon is subject to open
records requirements defned by state siatute, unless explici0y exempt under state statute.Your Confdential Information shall include Your Data;
Our Confiden9al Information shall include ihe Services; and Confdential Information of each party shall include the terms and conditions o(Uis
Agreement, as well as husiness and marketing plans,technology and technical information, produc[plans and designs, and business processes
disclosed by such party.However,Confdential Infortnation(other than Your Data)shall not include any informaEon ihat(i)is or becomes generally
known to the public without breach of any obligalion owed to ihe Disciosing Party,(ii)was known lo ihe Receiving Party prior to its disclosure by[he
Disclosin9 Party without breach of any obligation owed to the Disclosing Party, (iii)is eceivad from a third party without breach of any obligalion
owed to the Isclosing Party,or(iv)was indepenaently developetl by ihe Receiving Party.
7.2.Protection of ConfidenEal Infortnatloa The Receiving Party shall use the same degree of care that it uses to pmtect ihe confdentiality of its own
confidenlial intormation of like kind(but in no event less than reasona6le care)(i)not to usa any Confidenllal Information of tha Disclosing Party for
any Durpose outside lhe scope of this Agreement, and (ii)except as otherwise auNorized by the Disclosing Party in writin9, to limit access to
Confidential Information of the Disclosing PaAy to lhose of ils antl i[s AHilia[es' empioyees, conVactore antl agents who neetl such access for
purposes consistent wi[h this A9reement and who have signed wnfidentialiTy agreements with lhe Receiving Party containing protections no less
sMngent ihan those herein.Neither pary shall tlisclose ihe tertns of this Agreement other than iGs Affliates and their legal counsel and accountants
without ihe other partys pnor written consent
7.3. Compelled Disclosure.The Receiving Party may disclose Confdential Information of the Disclosing Party if it Is compelletl by law to do so,
provided the Receiving Party gives the Disclosing Party pnor notice of such compelletl disclosure(to the eztent legally permitted)and reasonabla
assistance, af Ne isclosing Parrys cost, if the Disclosing Party wishes to contest ihe disclosure. If the Receiving Party is compelled by law to
tlisclose the Disclosing Partys Confitlenlial Intortnation as part of a civil proceedin9 W which the Disclosing Party is a party,and the Disclosing Party
is not contesling the disclosure,the Disclosing Party will reimburee the Receiving Party for its reasonable cost of compiling and providing secure
access to such Confidential Information.
8.WARR4NTIES AND DISCLAIMERS
8.1. Our Warranties. We warrant that(i)We hava validly entered into this Agreement and have the legal power to do so, (ii)the Services shall
peRorm materially in accordance with ihis Agreemenp(iii)We will not transmit Malicious Cade to You,pmvided it is not a breach of this subpad(iv)if
You or a User uploads a file containing Malicious Code inio Ne Services and later downtoatls ihat file containin9 Malicious Code.For any breach of
a wartaniy above,Yourexclusive remedy shall be as provided in Section 10.3(7efmination for Cause)6elow.
82.Vour Warranties.You wartant thal Vou have validly entered into this Agreement and have he legal powerto tlo so.
8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARN MAKES ANY WARRANTIES OF ANY KIND, WHETHER
EXPRESS,IMPLIED,STATUTORV OR OTHERWISE,AND EACH PARN SPECIFICALLY OISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING
ANY WARRANTIES OF MERCHANTABILIN OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
9.LIMITATION OF LIABILIN
9.7.Limi ation of Liability.NEITHER PARTY'S LIABILIN WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS
AGREEMENT(WHETHER IN CONTR4CT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY)WILL EXCEED THE AMOUNT PAID BY
YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT,PROVIDED THAT IN NO EVENT SHALL EITHER PARN'S AGGREGATE
LIABILIN ARISING OUT OF OR REL4TED TO THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR UNDER ANV OTHER THEORY
OF LIABILIN) EXCEED THE TO7AL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT
OBLIGATIONS UNDER SECTION 5(FEES AND PAYMENT FOR PURCHASED SERVICES).
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92. Ezciusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARN HAVE ANY LIABILIN TO THE OTHER PARN
FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE
DAMAGES HOWEVER CAUSED,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILIN,AND WHEfHER OR NOT
THE PARN HAS BEEN ADVISED OF THE POSSIBILIN OF SUCH DAMAGES.THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE
EXTENT PROHIBITED BY APPLICABLE LAW.
10.TERM AND TERMINATION
10.1.Term of Agreement This Agreement commences on the date Vou accept it and continues until all User subscnptions grented in accordance
wi[h this Agreement have expired or been tertninated.
702.Tertn of Purchased User Subscriptions.User subscnptions purchased by Vou commence on Ne slart date specified under this Agreement and
conUnue for ihe subscription tertn specified herein.
10.3.Tertnina6on for Cause.A party may terminate ihis Agreement for cause:(i)upon 30 days wrinen notice to the other party of a material breach
if such 6reach remains uncured at the expiration of such penod,or(ii)if the other party becomes the subject of a pelition in bankmptcy or any other
proceetling relating to insolvency,receivership,liquidation or assignmentfor the henefit of creditors.
10.4.Retum of Your Data.Upon request by You matle within 30 days aRer ihe effective date o(tertnination of a Purchased Services subscription,
We will make available to You for tlownload a file of Your DaW in comma separated value(.csv)format along with attachments in their native fortnat.
Afier such 30-day periotl,We shall have no obligation to maintain or provide any of Your Data and shall thereafter,unless legally prohi6ited,delete
all of Your Data in Our systems or otherwise in Our possassion or under Our control.
70.5.Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Propnetary Rights),7 (Confideniiality), 8.3(Disclaimer), 9
LimiWtion of Liability), 10.4(Retum of Your Data), 11 (Governing Law antl Jurisdiction), 12(General Provisions)and 13(Mutual Indemnification)
shall survive any terminalion or erzpiraGon of this Agreemant.
11.GOVERNING LAW AND JURISDICTION
11.1.Agreement shall he governed by anC consvued and enforcetl in accortlance with the laws of the State of California as it applies ro a conVact
matle antl perfortned in such state.
112.Notice.All nolices pertaining to this agreement shall be sent via certified mail to:eCivis, Inc.,Attn:James Ha,CEO,418 N. Fair Oaks Blvd.
Suite_307,Pasadena,CA,91703.To expedite pmcessing,an eiectronic copy can be sent to legal@ecivis.com.Notices to You will be directed to tha
Customer address listed on the(rst page of this Agreement.
12.GENERAL PROVISIONS
12.1.Anti-Cortupiion.You have not received or been offered any illegal or impropar bri6e,kickback,payment,gift,or thing of value hom any of Our
employees or a9ents in connection with this A9reement. Reasonable giRs antl entertainment provided in ihe ordinary course of business do nol
violate the above resiriction. If You leam of any violation of lhe above restriction, You will use reasonahle eflorts to promptly notify Our Legal
Department(legal@ecivis.com).
122.RelaEonship o(the Parties.The Oarties are independent contractare.This Agreement does not create a padnership,frenchise,joinl venture,
agency,fdudary or employment relalionship beriveen the parlies.
12.3.No Third-Party Benefcianes.There are no Nird-party benefciaries to ihis A9reement.
12.4.Waiver.No failure or delay by eiNer party in exercising any nght under this Agreement shall constitute a waiver of that nght.
12.5.Severability.If any provision of this Agreement is held by a wurt of competentJunstlicGon lo be contrary to law,the provision shall be modified
by the coud and Interpreted so as best to accomplish ihe objeclives of the onginal provision to ihe fullest eMent permitted by law,and the remaining
provisions of ihis Agreement shall remain in eifect.Agreement shall be deemed as a joint work product of the parties and shall not be wnsirued
against either paAy as a drafter.
12.6.Attorney Fees.You shall pay on demand all of Our reasonable attomey fees and other costs incurred by Us to wllect any fees or charges due
Us under this Agreement following Your breach of Section 52(Invoicing antl Payment).
127.Assignment Neither party may assign any of its ri9hls or obligations hereunder,whether 6y operetion of law or otherwise,without ihe prior
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written consent of ihe other party(not to 6e unreasonably withheld). Norivithstanding the toregoing,either party may assign this Agraement in its
entirery (induding all Order Forms), without consent of ihe other party, to its Affliate or in wnnection with a marger, acquisition, wrporate
reor9anization, or saie of all or substantially all of iis assa[s not involving a direct competitor of ihe other party.A party's sole remetly for any
purpoded assignment by Ihe other party in breach of this paragraph shall be,at ihe non-assigning party's election,tertninaUon ot this Agreement
upon wriflen notice to the assigning party.In the event of such a tertninatlon,We shail refuntl to You any prepaitl fees covering Ne remainder of the
tertn of all subscnptlons after ihe effectiva date ot tarmination. Subject to the foregoin9,this Agreement shall bind and inure to the beneft of the
parties,their respedive successors and permitted assigns.
12.8. Entire Agreement. This Agreement, including all exhibits antl addenda hereto wnstitutes the entire Agreement between the parties and
supersedes all prior and contemporaneous agreements,proposals or representations,written or oral,conceming iGs subject matter.No modificaGon,
amendment,or waiver of any provision of[his Agreemen[shall be eRec[ive unless in writing and either signed or accep[ed elecVonically by he party
againstwham the modifcation,amendment orwaiver is to be asserted.
13.MUTUAL INDEMNIFICATION
13A.Indemnification by Us.We shall tlefentl You against any claim, tlemantl, suit, or proceetling matle or brought against You by a third party
alleging that the use of the Services as permitted hereunder infringes or misappropriales the intellectual property rights af a Ihird party(a"Claim
Against You°),and shall indemni(y You(or any damages,attomey(ees and costs finally awarded against You as a result o(,and for amounts paid by
You under a court-approved settlement of,a Claim Against You;provided ihat You(a)promptly give Us written notice of the Claim Against You;(b)
give Us sole control of the defense and settlement of fhe Claim Against You(provided that We may not setUe any Claim Agains[You untess the
sattlement unconditionally releases You of all liability); and(c) provide to Us all reasonable assistance,at Our expense. In Ihe event of a Claim
Against You,or if We reasona6ly believe the Services may infringe or misappropriate,We may in Our discretion and at no cost to You(i)modi(y the
Services so lhat they no longer infringe or misappropriate,without breaching Our warranties under"Our Warranties"above,(ii)oblain a license for
Your continued use of the Services in acwrdance with this Agreement,or(iii)terminata Your User subscnptions for such Services upon 30 tlays'
written notice and refund to You any prepaid fees covering ihe remainder of the term of such User subscnptions after the effective date ot
tertnination.
132. Indemnification by You.You shall defend Us against any claim, demantl, suit or proceeding matle or brought against Us by a third party
alleging ihatYour Data,or Your use otthe Services in breach of this Agreement,infnnges or misappropriates ihe intellectual property rights of a third
party or vioiates applicable law(a"Claim Against Us"),and shall indemnify Us for any tlamages,attorney fees antl cosLs fnally awardetl against Us
as a result of,or for any amounls paid by Us under a court-approved settlement of,a Claim A9ainst Us;provided that We(a) promptly give You
written notice of the qaim Against Us;(b)give You sole control of the tlefense antl settlement of the Claim Against Us(providetl that You may nol
sefUe any Claim Against Us unless the settlement unconditionally releases Us of all liabiliry);and (c)provide to You all reasonabte assistance, at
Yourexpen5e.
13.3. Ezclusive Remetly. This Section 13 (Mutual Indemnification) states the indemnifying partys sole liability to, and ihe intlemnifietl part/'s
exclusive remedy a9ainsl,the other party for any rype of claim descnbetl in ihis SecGon.
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