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DocuSign Envelope ID:BF158607-0398-45C7-BF4E-235E368E5BDF
<br /> required to be filled out and submitted by Client (the "Contact Sheet"). Client shall provide accurate, current and complete
<br /> information of Client's legal business name,address,email address,and phone number in the Contact Sheet upon submission of
<br /> a signed SOW.Client will maintain and promptly update the Contact Sheet information if it should change.Upon Client's request,
<br /> CivicPlus will mail hard-copy invoices for a$5.00 convenience fee.
<br /> 5. Each SOW will state the amount of days from date of invoice payment is due.Unless otherwise limited by law,a finance
<br /> charge of 1.5 percent(%)per month or the maximum rate permitted by applicable law,whichever is less,will be added to past
<br /> due accounts from due date until paid.Payments received will be applied first to finance charges,then to the oldest outstanding
<br /> invoice(s).If the Client's account exceeds 60 days past due,support will be discontinued until the Client's account is made current.
<br /> If the Client's account exceeds 90 days past due,Annual Recurring Services will be discontinued,and the Client will no longer
<br /> have access to the Services until the Client's account is made current.Client will be given 15 days'notice prior to discontinuation
<br /> of Services for non-payment.
<br /> 6. During the performance of services during Project Development,if the Client requests a change in the timeline agreed upon
<br /> at the beginning of the Project Development or a change that requires repeated efforts to previously approved work product and
<br /> such change causes CivicPlus to incur additional expenses(i.e.airline change fees,resource hours,consultant fees),Client agrees
<br /> to reimburse CivicPlus for such fees,not to exceed$1,000 per CivicPlus employee.CivicPlus shall notify Client prior to incurring
<br /> such expenses and shall only incur those expenses which are approved by Client.
<br /> Ownership&Content Responsibility
<br /> 7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW,Client will own the
<br /> website graphic designs, webpage or Services content, module content, importable/exportable data, and archived information
<br /> ("Client Content") created by CivicPlus on behalf of Client pursuant to this Agreement. "Client Content" also includes any
<br /> elements of text,graphics,images,photos,designs,artworks,logos,trademarks,services marks,and other materials or content
<br /> which Client provides or inputs into any website,software or module in connection with any Services. Client Content excludes
<br /> any content in the public domain;and any content owned or licensed by CivicPlus,whether in connection with providing Services
<br /> or otherwise.
<br /> 8. Upon completion of the Project Development, Client will assume full responsibility for Client Content maintenance and
<br /> administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
<br /> appropriateness, and intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus a
<br /> worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the
<br /> Services.Client represents and warrants that Client owns all Client Content or that Client has permission from the rightful owner
<br /> to use each of the elements of Client Content;and that Client has all rights necessary for CivicPlus to use the Client Content in
<br /> connection with providing the Services.
<br /> 9. At any time during the term of the applicable SOW,Client will have the ability to download the Client Content and export
<br /> the Client data through the Services. Client may request CivicPlus to perform the export of Client data and provide the Client
<br /> data to Client in a commonly used format at any time, for a fee to be quoted at time of request and approved by Client.Upon
<br /> termination of the applicable SOW for any reason, whether or not Client has retrieved or requested the Client data,CivicPlus
<br /> reserves the right to permanently and definitively delete the Client Content and Client data held in the Services thirty(30)days
<br /> following termination of the applicable SOW.During the thirty(30)day period following termination of the SOW,regardless of
<br /> the reason for its termination,Client will not have access to the Services.
<br /> 10. Intellectual Property in the software or other original works created by or licensed to CivicPlus,including all source code,
<br /> documents,and materials used in the Services("CivicPlus Property")will remain the property of CivicPlus.CivicPlus Property
<br /> specifically excludes Client Content.Client shall not(i)license,sublicense,sell,resell,reproduce,transfer,assign,distribute or
<br /> otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically
<br /> provided in the applicable SOW;(ii)adapt,alter,modify or make derivative works based upon any CivicPlus Property;(iii)create
<br /> interne"links"to the CivicPlus Property software or"frame"or"mirror"any CivicPlus Property administrative access on any
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