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cp Master Services Agreement for Ramsey, MN
<br />12. Client will make a reasonable attempt to work with CivicPlus, if requested, to create a news item to be released in conjunction
<br />with their project Go -Live date. Client will provide CivicPlus with contact information for local and regional media outlets.
<br />CivicPlus may use the press release in any marketing materials as desired throughout the term of this Agreement.
<br />Intellectual Property & Ownership
<br />13. Intellectual Property of any software or other original works created by CivicPlus prior to the execution of this Agreement
<br />("CivicPlus Property") will remain the property of CivicPlus.
<br />14. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make
<br />available to any third party any CivicPlus Property in any way; (ii) modify or make derivative works based upon any CivicPlus
<br />Property; (iii) create Internet "links" to the CivicPlus Property software or "frame" or "mirror" any CivicPlus Property
<br />administrative access on any other server or wireless or Internet -based device; or (iv) reverse engineer or access any
<br />CivicPlus Property in order to (a) build a competitive product or service, (b) build a product using similar ideas, features,
<br />functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus
<br />Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property
<br />are trademarks of CivicPlus, and no right or license is granted to use them.
<br />Indemnification
<br />15. To the extent permitted by the law of Client's state, Client and CivicPlus shall defend, indemnify and hold the other Party
<br />harmless, its partners, employees, and agents from and against any and all lawsuits, claims, demands, penalties, losses,
<br />fines, liabilities, damages, and expenses including attorney's fees of any kind, without limitation, in connection with the
<br />operations of and installation of software contemplated by this Agreement, or otherwise arising out of or in any way connected
<br />with the CivicPlus provision of service and performance under this Agreement. This section shall not apply to the extent that
<br />any loss or damage is caused by the gross negligence or willful misconduct on the part of either party.
<br />Liabilities
<br />16. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or
<br />other service provider whose facilities or services are used in furnishing any portion of the service received by the Client.
<br />17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any
<br />entity employed/contracted on the Client's behalf.
<br />18. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end -users' Personal Data on
<br />any website or online service provided by CivicPlus. Client further agrees that CivicPlus has no responsibility for the use or
<br />storage of end -users' Personal Data in connection with the website or the consequences of the solicitation, collection, storage,
<br />or other use by Client or by any third party of Personal Data.
<br />19. To the extent it may apply to any service or deliverable of any SOW, user logins are for designated individuals chosen by
<br />Client ("Users") and cannot be shared or used by more than one User. Client will be responsible for the confidentiality and use
<br />of User's passwords and user names. Client will also be responsible for all Electronic Communications, including those
<br />containing business information, account registration, account holder information, financial information, Client Data, and all
<br />other data of any kind contained within emails or otherwise entered electronically through any CivicPlus Property or under
<br />Client's account. CivicPlus will act as though Client will have sent any Electronic Communications it receives under Client's
<br />passwords, user name, and/or account number. Client shall use commercially reasonable efforts to prevent unauthorized
<br />access to or use of any CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use ofany
<br />CivicPlus Property and any loss or theft or unauthorized use of any User's password or name and/or user personal information.
<br />20. Client shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection
<br />with its use of any CivicPlus Property.
<br />Force Majeure
<br />21. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if
<br />the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated
<br />work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of public enemy, or other
<br />cause of similar or dissimilar nature beyond its control.
<br />Taxes
<br />22. It is CivicPlus' policy to pass through sales tax in those jurisdictions where such tax is required. If the Client is tax-exempt, the
<br />Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and this agreement
<br />will not be taxed. If the Client's state taxation laws change, the Client will begin to be charged sales tax in accordancewith
<br />MSA Page 2 of 3
<br />CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
<br />Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951
<br />V. MSA.03.01.16-0000
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