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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.
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<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.
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<br />6. During the performance of services during Project Development, if a change that requires repeated efforts to previously
<br />approved work product and such change causes CivicPlus to incur additional expenses (i.e. airline change fees, resource hours,
<br />consultant fees, Client does not show up for scheduled meetings or trainings), Client agreesto reimburse CivicPlus for such fees,
<br />not to exceed $1,000 per CivicPlus employee. CivicPlus shall notify Client prior to incurringsuch expenses and shall only incur
<br />those expenses which are approved by Client.
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<br />Ownership & Content Responsibility
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<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.
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<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.
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<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.
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<br />10. Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all software
<br />source code, documents, and materials used in the Services (“CivicPlus Property”) will remain the property of CivicPlus.
<br />CivicPlus Property specifically excludes Client Content. Client shall not (i) license, sublicense, sell, resell, reproduce, transfer,
<br />assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way,
<br />except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any
<br />CivicPlus Property; (iii) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus
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