HandTevy 1/28/2020 - Laserfiche WebLink

GENERAL TERMS AND CONDITIONS DEFINITIONS. (i) "Customer Data" means data in an electronic form managed or stored by PES, which is entered into or transmitted through the PES Offerings. (ii) "Customization"means changes to the PES Offerings created for a specific customer to allow them to operate within the Customer's existing protocol or formulary. (iii) "Effective Date"means the date this Purchase Order was countersigned by Customer as identified above. (iv) "Initial Term" means the one (1) year period beginning on the Subscription Start Date and ending on the first (1st) anniversary thereof. (v) "PES Offerings" means any products, professional services, SaaS or other offerings provided by PES to Customer hereunder or under another PES-approved document. For purposes of clarity,the term PES Offerings includes SaaS. (vi) "Purchase Order"means a written order by which Customer agrees to acquire various PES Offerings for a fee. These General Terms and Conditions are incorporated herein by reference and are a part of this agreement. (vii) "Renewal Term"means any one(1)year renewal of the Initial Term. (viii) "SaaS"means software-as-a-service that PES hosts(directly or indirectly)for Customer's use. (ix) "Subscription Start Date"means the date that is the earlier of(a)30 days after the Effective Date;or(b)such earlier date as agreed in writing by PES and Customer. (x) "Term"means the Initial Term plus any Renewal Terms. (xi) "User"means any individual that is an employee of or is or works for a contractor of Customer and that use the PES Offerings whether authorized to do so or not. FEES. (i) Fees. Customer shall pay PES the fees for the PES Offerings as set-forth in separate documentation. Unless otherwise specified,all PES fees for products and/or services are due and payable within thirty(30)days from the invoice date. In the case of SaaS, subscription fees shall be due in full on the Subscription Start Date and each anniversary thereof unless otherwise specified. Customer shall be invoiced(30)days prior to each anniversary of the SaaS Subscription Start Date. In the case of courses,payment must be made IN FULL at least twenty-four(24)hours prior to course start time. (ii) ,Suspension of Services. PES may suspend Customer's access to and use of the PES Offerings if Customer fails to timely remit payment or is otherwise in material default hereunder.Any notices of default/termination and suspension may be combined. (iii) Discounts. Items or services listed at no charge are included as part of a package discount or a subscription offering. Customer is responsible for appropriately allocating the discount extended on package pricing when fulfilling any reporting obligations. (iv) i iplift on Renewal. Fees for SaaS, which recur annually, may increase by three percent (3%) each year due to market increases at the discretion of PES. Customer will be notified at lease thirty(30)days prior to the annual renewal due date of any fee increases. (v) Taxes and Fees. This Agreement is exclusive of all taxes and credit card processing fees, if applicable. Customer is responsible for and will remit(or will reimburse PES upon PES'request) for all taxes of any kind including sales, use, duty,customs,withholding,property,value-added and other similar federal,state or local taxes related to this Agreement. (vi) Appropriation of Funds. If Customer is a city, county or other government entity, the parties accept and agree that Customer may terminate the Agreement at the end of the Customer's fiscal term for a failure by Customer's governing body to appropriate sufficient funds to enable to acquire the PES Offerings hereunder for the next fiscal year. Notwithstanding the foregoing, this provision shall not excuse Customer from past payment obligations or other Fees earned and unpaid. Moreover, Customer agrees to provide PES with reasonable documentation evidencing such non- appropriation of funds. 2