PetHealth Services 5/4/2017 - Laserfiche WebLink

7. Fees And Expenses. (i) Application Use and ASP Services Fee.The Client will pay Pethealth an annual Application Use and ASP Services fee as specified on Schedule A hereto(the"Fee"). (ii) Application Services Fees.Upon the Client's reasonable request,and provided that Pethealth then has available the necessary resources,Pethealth will provide the Client additional database conversion, training,and support services in addition to the ASP Services("Additional Services"),including services where required at the Client's facilities.The Client will pay Pethealth for all time and materials,quarterly in arrears,at Pethealth's then published service rates,for any Additional Services provided at the request of the Client. (iii)Discounts.Pethealth will provide the Client with certain discounts to the Fee as described in Schedule A hereto. (iv)Taxes.The Client shall be responsible for any sales,use,excise,value-added,services,consumption or other tax that is assessed on the grant of the right to use the Application or the provision of the ASP Services (or any part thereof)or on any payments due to Pethealth hereunder. 8. Term and Termination.Each party shall be entitled to terminate this Agreement by providing thirty(30)days prior written notice to the other party,provided,however,that Pethealth shall be entitled to terminate this Agreement immediately if the Client shall commit a breach of this Agreement. Upon termination of this Agreement for any reason, the Client shall immediately cease use of the Application and Pethealth shall provide to the Client a complete duplicate of the Client's Data in Microsoft Access format upon request. 9. General. This Agreement shall not be assigned by the Client without the prior consent in writing of Pethealth. Any purported assignment in contravention of this provision shall be null and void.This Agreement shall be binding on and shall inure to the benefit of the Client and Pethealth and their respective successors and permitted assigns.This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois,and the federal laws of the United States applicable therein without regard to the conflicts of law principles thereof.This Agreement,together with Schedule A and B attached hereto,constitutes the entire agreement between Pethealth and the Client on the subject matter hereof and supersedes and terminates as of the date hereof,all prior oral or written agreements,arrangements or understandings between the parties.The obligations imposed by Sections 2,3,4,and 5 shall survive the termination of this Agreement.This agreement may be reviewed by Client at any time upon request.Terms and conditions contained in Schedule A and B and this Agreement are subject to change;Client will be notified of intended changes upon thirty (30) days' notice and may review the revised agreement by request. The Client's continued use and abidance of the revised terms and conditions after thirty(30)days will constitute an acceptance of the revised terms and conditions. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the Effective Date. Organization: City of Everett,Animal Services Billing Address: 333 Smith Island Rd,Everett,WA 98201 Phone: 425-257-6000 Authorized Signer: Ray Stephanson Signature: itt4/1/1.MA4VA-- Signer's Title: Mayor Signer's Phone: 425-257-6000(Animal Services) Signer's Email: eas@everettwa.gov(Animal Services)Date Signed: Pethealth Services(USA)Inc. Authorize. igne ' d ir'i�' • .. 3315 Algonquin Road Suite 450 Signer' Title:i• s� Rolling Meadows,IL 60008 / (866)630-7387 Signa e: wir Email:software-solutions@petpoint.com AP' 'OVED • 0 'RM JAMES D.ILES.City Attorney AT"ST: PetPoint Application Service Provider Agreement-US-v.2► I L:'. SIGNER'S INITIALS: City Clerk