Reso 2013-2051 - Laserfiche WebLink

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rte, oSMART co J.. SMARTGov Community® Subscription Agreement Community Community or data. (e) CLIENT will not use SMARTGov Community to track, store, or otherwise process or memorialize any other governmental entity's data, with the sole exception of importing information pertaining to the Licensed Jurisdiction from any source available to the Licensed Jurisdiction, even if that source contains another governmental entity's data. (f) CLIENT shall have sole responsibility for downloading and storing back -up files as long as PALADIN makes such back -up files available for download in accordance with Section 5.2(c) below. (g) At least three (3) business days before the Start Date, Client shall provide to PALADIN the name and contact information of CLIENT's administrator, who will be responsible for issuing user names and passwords for End -Users and Named Users. CLIENT may change such administrator by providing written notice to PALADIN. (h) CLIENT represents and warrants to PALADIN that it (i) has all requisite legal power and authority to execute this Agreement and to carry out and perform its obligations hereunder, and (ii) is and will remain in compliance with all applicable laws, regulations and rules of any government body or other competent authority relating to its business or performance under this Agreement. 5.2 PALADIN Responsibilities. (a) Subject to the terms and conditions provided herein, PALADIN shall use commercially reasonable efforts to provide SMARTGov Community in material conformance with the Documentation. CLIENT shall promptly notify PALADIN in writing if SMARTGov Community fails to materially conform to the Documentation, and PALADIN's entire liability and CLIENTS exclusive remedy shall be for PALADIN to use commercially reasonable efforts to provide SMARTGov Community in material conformance with the Documentation. (b) PALADIN shall issue a user name and password, and otherwise provide access to, SMARTGov Community for CLIENT's administrator by the Start Date, provided that CLIENT furnishes information in accordance with Section 5.1(g). (c) Each month, by the Back -up Availability Date set forth on the Sales Order, PALADIN shall make available for CLIENT a back -up file of CLIENT's Data for CLIENT to download for a period of 72 hours, after which PALADIN shall delete such file. (d) PALADIN represents and warrants to CLIENT that it (i) has all requisite legal power and authority to execute this Agreement and to carry out and perform its obligations hereunder, and (ii) is and will remain in compliance with all applicable laws, regulations and rules of any government body or other competent authority relating to its performance under this Agreement. 5.3 Scope. Services other than SMARTGov Community, such as training, implementation, consulting services and other professional services are outside the scope of this Agreement but may be provided pursuant to PALADIN's Professional Services Agreement if agreed upon in writing by the parties. 6. SUBSCRIPTION SERVICES Subscription Services, standard upgrades, and scheduled maintenance shall be provided for SMARTGov Community as set forth at http: / /smartgov. paladindata. com /smartgov /supportloverview.html, and shall be conditioned upon compliance with this Agreement, including payment of annual Fees. Subscription Services do not include, and PALADIN shall not be responsible or liable with respect to, any problems or issues arising from (i) unauthorized or improper use of SMARTGov Community; (ti) modification, alteration or configuration of SMARTGov Community by CLIENT or a Third Party that has not been authorized in writing by PALADIN, (iii) hardware, software, technology or intellectual property which has not been provided by PALADIN pursuant to this Agreement, (iv) telecommunications facilities; (v) any breach of this Agreement by CLIENT, or any act or omission of any End -User which, if performed or omitted by Client, would be a breach of this Agreement, and /or (vi) any act or omission of CLIENT or any End -User that prevents, delays, disturbs or interferes with PALADIN's performance of its obligations under this Agreement.. Page 7 Initials — Paladin CV6 Client \ _ SIB