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proactis
<br /> MASTER SERVICES AGREEMENT
<br /> CUSTOMER INFORMATION EFFECTIVE DATE: Li b 4A ,2021
<br /> Name:City of Everett,Washington
<br /> Address:3200 Cedar Street
<br /> City:Everett State: WA Zip: 98201
<br /> Contact Name: Theresa Bauccio-Teschlog,CPPB Title:Purchasing Manager
<br /> AGREEMENT: This Master Services Agreement is made and entered into as of the Effective Date set forth above by and between Perfect
<br /> Commerce, LLC, a Virginia Limited Liability Company and wholly owned subsidiary of Proactis ("Proactis" or 'Perfect"), and the Customer
<br /> identified above("Customer"or"Company"). Pursuant to this Agreement.Customer will be granted access to,and be provided,certain Services
<br /> and SaaS Products as set forth in this Agreement and any Attachments or Statements of Work agreed to by Proactis and the Customer. (The
<br /> General Terms and Conditions and all Attachments and Statements of Work hereto are collectively referred to as the'Agreement") If there is a
<br /> conflict between an Attachment or Statement of Work and the General Terms and Conditions, the provisions of the General Terms and
<br /> Conditions shall take precedence. The Services and SaaS Products provided by Proactis are intended for use only by Customer and
<br /> Customer's authonzed users. Customer accepts and agrees to this Agreement and Proactis' Privacy Policy (which is available at
<br /> https.I/www proactis.comruklpnvacy-policvl and may be reasonably and subsequently amended from time to time).
<br /> ATTACHMENTS:
<br /> 1. SaaS Products and Fee Schedule
<br /> 2. Service Level Agreement
<br /> SIGNATURES:
<br /> By signing this Agreement,the undersigned certify that they have read and understand,and a ee_tobe legally bound by.this Agreement.
<br /> CUSTOMER' < PERFECT COMMER ,LLC:A PROACTIS COMPANY
<br /> By:Name. et ill SL
<br /> Title: Title ej( 444,44ALCI—Dit21'LS�
<br /> GENERAL TERMS AND CONDITIONS
<br /> 1, DEFINITIONS. The following are definitions applying to this becomes available to the public thereafter without
<br /> Agreement. Additional definitions applying solely to a restriction, and not as a result of the act or omission of
<br /> particular Attachment to this Agreement will be set forth in the receiving Party;
<br /> that Attachment. (ii) Is rightfully obtained by the receiving Party from a third
<br /> 1.1 "Additional Services" means those services described in party without restriction as to disclosure;
<br /> one or more Statement(s) of Work executed between the (iii) Is lawfully in the possession of the receiving Party at the
<br /> Parties. lime of the disclosure;
<br /> 1.2 "Affiliate"means with respect to a Party, any corporation or (iv) Is approved for release by written authorization of the
<br /> other entity that controls,is controlled by,or is under common disclosing Party:
<br /> control with,a Party (v) Is developed independently and separately by the
<br /> 1.3 "Authorized User" means a user who is authorized by receiving Party without use of the disclosing Party's
<br /> Customer to utilize the SaaS Products on its behalf, Confidential Information;or
<br /> 1 4 "Confidential Information"means: (vi) Is required to be disclosed by the receiving Party
<br /> (i) With regard to Proactis. all Proactis Information, pursuant to law or legally enforceable order of court or
<br /> Software, inventions, know-how. ideas, programs, judicial body.
<br /> apparatus programs. and Intellectual Property Rights 1 5 "Content"means any data,information or materials provided
<br /> related to, connected with or arising out of the SaaS to Proactis by a Supplier including, parametric information
<br /> Products or Services, regarding Products such as item descriptions, product and
<br /> (ii) With regard to Customer,Customer Information,and any service attributes. units of measures. categories, price,
<br /> non-public information regarding the business or payment methods, photographs, drawings, audio, video,
<br /> business partners of Customer.in whole and in part:and technical specifications, and any associated marketing
<br /> (iii) With regard to either Party,the terms.conditions,pricing literature or point of purchase information. including any
<br /> and other contents of this Agreement, any other updates,revisions,and corrections thereto. Content does not
<br /> information, technical data, or know-how. including, but include Transaction Documents or any portion of the
<br /> not limited to. that which relates to research, product Software.
<br /> plans,products,services,customers,markets.software. 1.6 "Fees" means all fees payable by Customer to Proactis
<br /> software code, software documentation, developments, pursuant to this Agreement.
<br /> inventions, lists, trade secrets, data compilations. 1.7 "Force Majeure" means events or conditions beyond a
<br /> processes. designs, drawings, engineering, hardware Party's reasonable control, including, without limitation, acts
<br /> configuration information.marketing or finances. of common enemy. earthquakes, floods, fires, epidemics,
<br /> Notwithstanding the foregoing, Confidential Information terronst attacks,embargoes,strike,fire,governmental acts or
<br /> does not include information,data or know-how which: orders or restrictions,acts of God,lack of Internet availability,
<br /> (i) Is in the public domain at the time of the disclosure or inability to secure products or services from third parties, or
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<br /> Master Services Agreemen OfE#ce of the City Attorney
<br /> AT ST' APPROVED AS TO FORM
<br /> David C.Halt,City Attorney
<br /> nay Mar
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