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<br />Master Services Agreement <br /> <br />1. Applicability. Each quotation and/or OMIGA SOLUTIONS INC. Statement of Work together with <br />this Master Services Agreement (“Offer” or “Agreement”) is an offer by Omiga Solutions Inc. <br />(“OMIGA SOLUTIONS”) to the City of Everett. (“CUSTOMER”) to sell to CUSTOMER the <br />professional services performed by OMIGA SOLUTIONS and to enter into the agreement that <br />the offer describes. <br />2. Acceptance. Each Offer shall be deemed accepted upon the terms and conditions of such Offer <br />by CUSTOMER by written acknowledgement or by the issuance to OMIGA SOLUTIONS of a <br />purchase order or other acceptance document. Acceptance is expressly limited to these terms <br />and conditions. No purported acceptance of any Offer on terms and conditions which modify, <br />supersede, supplement or otherwise alter these terms and conditions, whether contained in <br />CUSTOMER’s purchase order or other acceptance document, shall be binding upon OMIGA <br />SOLUTIONS and such terms and conditions shall be deemed rejected and replaced by these <br />terms and conditions unless <br />CUSTOMER’s proffered terms or conditions are accepted and physically signed in writing by <br />OMIGA SOLUTIONS. Notwithstanding any contrary provision in CUSTOMER’s purchase order or <br />other acceptance document, commencement of work by OMIGA SOLUTIONS shall not <br />constitute acceptance of CUSTOMER’s terms and conditions. <br />3. Limited Warranty and Acceptance of Services. The Services will be performed by OMIGA <br />SOLUTIONS in a manner consistent with good practice in the computer services industry. All <br />Service deliverables will be deemed accepted by CUSTOMER if not rejected in a reasonably <br />detailed writing within fifteen (15) days of submission to CUSTOMER. In the event the Services <br />are not in conformance with this warranty and are rejected as specified above, OMIGA <br />SOLUTIONS will supply commercially reasonable services to correct or replace the work at no <br />charge to the CUSTOMER. THIS IS CUSTOMER’s EXCLUSIVE REMEDY FOR BREACH OF <br />WARRANTY relating to Services. <br />4. Service Warranty Disclaimer. OMIGA SOLUTIONS MAKES NO WARRANTIES OF ANY KIND <br />WITH REGARD TO THE SERVICES (other than the limited and exclusive warranty provided <br />for Services under Section 3). OMIGA SOLUTIONS DISCLAIMS ALL OTHER <br />REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE Services, <br />INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS <br />FOR A PARTICULAR PURPOSE. <br />5. Intellectual Property for Services. <br />(a) Upon payment in full for all charges under this Agreement, OMIGA SOLUTIONS will <br />grant CUSTOMER such rights, title, and interest it may own to the software and <br />documentation developed by OMIGA SOLUTIONS specifically for CUSTOMER under this <br />Agreement subject to the following limitation. OMIGA SOLUTIONS retains a world-wide, <br />unlimited, perpetual and royalty free right to (i) copy and use the software and <br />documentation internally for any purpose; (ii) copy and distribute to third party’s <br />software which performs a general utility function; and <br />(iii) use for any purpose any concepts, ideas, or techniques resulting from the <br />development of the software and documentation by OMIGA SOLUTIONS.