ESO Solutions, Inc. 12/8/2016 - Laserfiche WebLink

CITY SUBSCRIPTION AGREEMENT // This Subscription Agreement(the"Agreement") is entered into this Q4 L. day of l j'hil/ . , 20 tj(/j ("Effective Date") by and between ESO SOLUTIONS, INC., a Texas corporation with its principal place of business at 9020 N Capital of Texas Highway, Building 11-300,Austin, Texas 78759("ESO"), and the City of Everett, with its Fire Department's principal place of business at 2811 Oakes Ave,Everett,Washington 98201 ("Customer")(each a"Party"and collectively the"Parties"). WHEREAS,ESO is in the business of providing software services(the"Services")to businesses and municipalities;and WHEREAS,Customer desires to obtain these Services from ESO,all upon the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the agreement made, and the payments to be made by Customer, the Parties mutually agree to the following: I. Services. ESO agrees to provide Customer the Services selected by Customer on Exhibit A attached hereto and incorporated by reference herein. Customer agrees that Services purchased hereunder are neither contingent on the delivery of any future functionality or future features,nor dependent on any oral or written public comments made by ESO regarding future functionality or future features. • 2. Term. The Term of this Agreement shall commence on the Effective Date and shall terminate one year after the Effective Date("Initial Term"). THE AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS OF ONE YEAR, UNLESS ONE PARTY GIVES THE OTHER PARTY WRITTEN NOTICE THAT THE AGREEMENT WILL NOT RENEW, AT LEAST THIRTY(30)DAYS PRIOR TO THE END OF THE CURRENT TERM. 3. Subscription Fees,Invoices and Payment Terms. a. Subscription Fees. Customer shall pay to ESO the fees for the Services as described in Exhibit A(the"Subscription Fees"). ESO may evaluate Customer's usage and adjust Customer's invoice based on changes in Customer usage as indicated in Exhibit A. ESO shall have the option to increase pricing,except during the Initial Term,as long as it provides at least sixty(60)days'notice of such increase to Customer prior to automatic renewal under Section 2 above. b. Payment of Invoices. Customer shall pay the full amount of invoices within thirty (30) days of receipt (the "Due Date"). Customer is responsible for providing complete and accurate billing and contact information to ESO and to notify ESO of any changes to such information. c. Disputed Invoices. If Customer in good faith disputes a portion of an invoice,Customer shall remit to ESO,by the Due Date, full payment of the undisputed portion of the invoice. In addition, Customer must submit written documentation: (i) identifying the disputed amount,(ii)an explanation as to why the Customer believes this amount is incorrect,(iii)what the correct amount should be, and (iv) written evidence supporting Customer's claim. If Customer does not notify ESO of a disputed invoice by the Due Date,Customer shall have waived its right to dispute that invoice. Any disputed amounts determined by ESO to be payable shall be due within ten(10)days of such determination. 4. Termination. a. Termination by Customer for Convenience. After the Initial Term,Customer may terminate this Agreement upon providing thirty days written notice. Upon such termination.Customer shall only be liable for payment of all accrued but unpaid Subscription Fees. b. Termination by Customer for ESO Default. If ESO fails to perform a material obligation under this Agreement and does not remedy such failure within thirty(30)days following written notice from Customer("ESO Default"),Customer may terminate this Agreement without incurring further liability,except for the payment of all accrued but unpaid Subscription Fees. If ESO is unable to provide Service(s) for ninety (90) consecutive days due to a Force Majeure event as defined in Section 16a, Force Majeure, Customer may terminate the affected Service(s)without liability to ESO. c. Termination by ESO for Customer Default. ESO may terminate this Agreement with no further liability if(i)Customer fails to pay for Services as required by this Agreement and such failure remains uncorrected for five(5) days following written notice from ESO,or(ii)Customer fails to perform any other material obligation under this Agreement and does not remedy such failure within thirty(30)days following written notice from ESO(collectively referred to as"Customer Default"). In the event of a Customer Default, ESO shall have the right to (i) terminate this Agreement; (ii) suspend all Services being provided to Customer, (iii) terminate the right to use the Software on the web and/or mobile devices; (iv)apply interest to the amount past due, at the rate of one and one-half percent(11/2%)(or the maximum legal rate, if less) of the unpaid amount per month; (v)offset any amounts that are owed to Customer by ESO against the past due amount then owed to ESO; and/or(vi)take any action in connection with any other right or remedy ESO may have under this Agreement. at law or in equity. If ESO terminates this Agreement due to a Customer Default,Customer shall remain liable for all accrued Subscription Fees and other charges. In addition,Customer agrees to pay ESO's reasonable expenses(including attorney and collection fees) incurred in enforcing ESO's rights in the event of a Customer Default. 5. Delivery of Data