CSA Ethosoft 09252020 - Laserfiche WebLink

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Consulting Services Agreement between City of San Leandro and Last revised 8/5/2020 Ethosoft, Inc. for Laboratory Information Management System Exhibit F– Page 4 of 9 Client in the event that Ethosoft takes such action. The Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of The Client Content and The Client Applications. 6.3 The Client is required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, “Patches”) necessary for the proper function and security of the Services, including for the Ethosoft Program. Except for emergency or security related maintenance activities, Ethosoft will coordinate with The Client the scheduling of application of Patches, where possible, based on Ethosoft’s next available standard maintenance window. 8. FEES AND TAXES 8.1 All fees payable to Ethosoft are due within 30 days from the invoice date. Once placed, The Client’s order is non -cancelable and the sums paid nonrefundable, except as provided in this Agreement or The Client’s order. 8.2 The Client understands that The Client may receive multiple invoices for the Services The Client ordered. Invoices will b e submitted to The Client pursuant to the contact information provided by The Client to Ethosoft. 8.3 The Client agrees and acknowledges that The Client has not relied on the future availability of any Services, programs or updates in entering into the payment obligations in The Client’s order; however, the preceding does not relieve Ethosoft of its obligation during the Services Period to deliver Services that The Client has ordered per the terms of this Agreement. 9. SERVICES PERIOD; END OF SERVICES 9.1 Services provided under this Agreement shall be provided for the Services Period defined in The Client’s order, unless earlier suspended or terminated in accordance with this Agreement or the order. 9.2 Upon the end of the Services, The Client no longer have rights to access or use the Services, including the associated Ethosoft Programs and Services Environments; however, at The Client’s request, and for a period of up to 60 days after the end of the applicable Services, Ethosoft will make available to The Client Client Content as existing in the Services Environment on the date of termination. At the end of such 60 day period, and except as may be required by law, Ethosoft will delete or otherwise ren der inaccessible any of The Client Content and The Client Applications that remain in the Services Environment. 9.3 Ethosoft may temporarily suspend The Client password, account, and access to or use of the Services if The Client or The Client Users violate any provision within the ‘Rights Granted’, ‘Ownership and Restrictions’, ‘Fees and Taxes’, ‘Use of the Services’, or ‘Export’ sections of this Agreement, or if in Ethosoft’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality. Ethosoft will provide advance notic e to The Client of any such suspension in Ethosoft’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. Ethosoft will use reasonable efforts to re-establish the affected Services promptly after Ethosoft determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, Ethosoft will make available t o The Client Client Content and The Client Applications as existing in the Services Environment on the date of suspension. Ethosoft may terminate the Services under an order if any of the foregoing causes of suspension is not cured within 30 days after Ethosoft’s initial notice thereof. Any suspension or termination by Ethosoft under this paragraph shall not excuse The Client from The Client obligation to make payment(s) under this Agreement. 9.4 If either of us breaches a material term of this Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order under which the breach occurred. If Ethosoft terminates the order as specified in the preceding sentence, The Client must pay within 30 days all amo unts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services ordered under this Agreement plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. The Client agree that if The Client is in default under this Agreement, The Client may not use those Services ordered. 9.5 If The Client has used an Ethosoft Financing contract to pay for the fees due under an order and The Client is in default under that contract, The Client may not use the Services that are subject to such contract. 10. SOFTWARE SUPPORT The software support services to be provided by Ethosoft pursuant to this Agreement are as follows: 10.1 Ethosoft will provide The Client with reasonable help desk assistance during the Support Times regarding the installation and implementation of the Licensed Software, and the identification, diagnosis and correction of Errors. Ethosoft will attempt to resolve any support questions posed by The Client. If Ethosoft determines that it would be appropriate to do so, Ethosoft may defer resolution of a support question until a later time. At its discretion, Ethosoft may provide The Client with help desk supp ort during times other than the Support Time and/or beyond the maximum number of monthly and/or annual Support Incident limits (if DocuSign Envelope ID: 0FAAC8A1-7B66-41D1-8DBF-9ED853BC0612