|
<br />
<br />
<br />laundering and banking, consumer protection and import -export
<br />restrictions.
<br />
<br />4.2 City Representations, Warranties and Covenants. City
<br />hereby represents, warrants and covenants to Govstream that (a)
<br />City has and will have all rights, and has obtained and will obtain
<br />all consents, necessary to provide to Govstream the City Data and
<br />City Inputs and to grant to Govstream all rights therein necessary
<br />for Govstream and City to satisfy their respective obligations
<br />under this Agreement, in each case, in accordance with this
<br />Agreement and applicable laws; (b) City’s access to and use of the
<br />Services and any Third-Party Services are only for the City’s
<br />internal business purposes in accordance with applicable law; and
<br />(c) City will not access or use the Services or any Third -Party
<br />Service in a manner that infringes, misappropriates or violates the
<br />intellectual property or other rights of any third party.
<br />
<br />4.3 Govstream Representations, Warranties, and Covenants.
<br />Govstream hereby represents, warrants and covenants to City that:
<br />(a) Govstream has the rights to grant City use of the Services,
<br />subject to City’s continued compliance with this Agreement; (b)
<br />the Services do not and will not infringe, misappropriate or violate
<br />the intellectual property or other rights of any third party; and (c)
<br />the Services do not and will not contain any virus, spyware,
<br />adware, time bombs, back-doors, or other malicious code.
<br />
<br />5. PAYMENT OF FEES
<br />
<br />5.1 Fees and Payment Terms. City will pay Govstream the
<br />then applicable fees described in the applicable Order Form for the
<br />Services in accordance with the terms therein (the “Fees”). If
<br />City’s use of the Services exceeds any service capacity or
<br />limitations set forth in the applicable Order Form, or otherwise
<br />requires the payment of additional fees (per the terms of this
<br />Agreement or any applicable Order Form), City shall be billed for
<br />such usage and City agrees to pay the additional fees in the manner
<br />provided herein. Govstream reserves the right to change the Fees
<br />or applicable charges and to institute new charges and Fees at the
<br />end of the Initial Term or then current renewal term upon
<br />sixty (60) days prior notice to City (which may be sent by email).
<br />If City believes that Govstream has billed City incorrectly, City
<br />must contact Govstream no later than 60 days after the closing
<br />date on the first billing statement in which the error or problem
<br />appeared, in order to receive an adjustment or credit. Inquiries
<br />should be directed to Govstream's customer support department.
<br />
<br />5.2 Invoicing, Payment, and Taxes. Govstream may choose
<br />to bill through an invoice, in which case, full payment for invoices
<br />issued in any given month must be received by Govstream
<br />thirty (30) days after the mailing date of the invoice. Unpaid
<br />amounts are subject to a finance charge of 1.5% per month on any
<br />outstanding balance, or the maximum permitted by law, whichever
<br />is lower, plus all expenses of collection and may result in
<br />immediate termination of Service. City shall be responsible for all
<br />taxes associated with Services other than U.S. taxes based on
<br />Govstream’s net income.
<br />
<br />6. TERM AND TERMINATION
<br />
<br />6.1 Term. Subject to earlier termination as provided below,
<br />this Agreement is for the Initial Service Term as specified in the
<br />Order Form (the “Initial Term”); provided, that if the applicable
<br />Order Form designates a Pilot Phase, this Agreement, including
<br />all terms and conditions hereof, shall apply in full during the Pilot
<br />Phase, and the additional Pilot Phase provisions set forth in
<br />Section 6.6 shall also apply during the Pilot Phase. On expiration
<br />of the Initial Term, this Agreement automatically renews for
<br />additional successive twelve (12)-month terms unless and until
<br />either party provides notice of nonrenewal at least 30 days before
<br />the end of the then-current term (including the Initial Term), or
<br />unless and until earlier terminated as provided under this
<br />Agreement (each a “Renewal Term” and together with the Pilot
<br />Term, if any, and the Initial Term, the “Term”). If the Term is
<br />renewed for any Renewal Term(s) pursuant to this Section, the
<br />terms and conditions of this Agreement during each such Renewal
<br />Term are the same as the terms in effect immediately before such
<br />renewal, subject to any applicable change in the Fees payable for
<br />the Services and payment terms during the applicable Renewal
<br />Term. For avoidance of doubt, except for the termination
<br />provisions below (including Section 6.6), there shall be no other
<br />avenues of termination, including any termination for
<br />convenience. Unless any refunds are contemplated below that
<br />would relieve City of obligations to pay any further amounts, City
<br />shall be liable for all Fees contemplated during the applicable
<br />Term of this Agreement.
<br />
<br />6.2 Termination for Breach. Either party may terminate this
<br />Agreement if the other party is in material breach of this
<br />Agreement and fails to cure such breach within thirty (30) days
<br />after receiving written notice thereof from the non-breaching
<br />party. For any such termination by City, City will be entitled to a
<br />refund upon request of the prorated, unused portion of any prepaid
<br />Fees. For any such termination by Govstream, all undisputed Fees
<br />that would have become payable had the Agreement remained in
<br />effect until expiration of the applicable Term will become
<br />immediately due and payable, and City will pay such undisputed
<br />Fees, together with all previously accrued but not yet paid
<br />undisputed Fees, on receipt of the corresponding invoice.
<br />
<br />6.3 Termination for System Change. If a System Change
<br />materially diminishes the utility of the Software to City or
<br />necessitates unduly burdensome changes to City’s applications, as
<br />shown by City with competent written records, City may terminate
<br />this Agreement effective upon sixty (60) days’ prior written notice
<br />to Govstream delivered within thirty (30) days after the effective
<br />date of the System Change.
<br />
<br />6.4 Termination for No Substitute Service. If Govstream is
<br />unable to procedure a Substitute Service within the appropriate
<br />time frame and such failure materially diminishes the utility of the
<br />Software to City or necessitates unduly burdensome changes to
<br />City’s applications, City may terminate this Agreement effective
<br />upon sixty (60) days’ prior written notice to Govstream delivered
|