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2514 CitizenServe Terms of Use Agreement (from 2010)citizen CitizenServe Terms of Use Agreement BY SIGNING THIS DOCUMENT OF SERVICE AGREEMENT, ONLINE SOLUTIONS LLC AND CUSTOMER AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF Online Solutions CITIZENSERVE.COM ON-LINE SERVICE. THE TERM "CUSTOMER" REFERS TO: THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, AS DEFINED IN THE REGISTRATION INFORMATION PROVIDED TO ONLINE SOLUTIONS. A. Welcome: As part of the Service, Online Solutions will provide Customer with use of the Service, including a browser interface and data encryption, transmission, access and storage. Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement including any materials available on the CitizenServe.com website incorporated by reference herein, including but not limited to the Use Guidelines, Privacy, and Security Statements. For reference, a Definitions section is included below. B. Definitions: As used in this Agreement and in any Order Forms now or hereafter attached hereto: "Agreement" means this services agreement, and any Order Forms, whether written or submitted electronically, and any materials available on the htip://www.citizenserve.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Online Solutions from time to time in its sole discretion; termsofuse 1 "Content" means the audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service; "Customer, You or Customer's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to Online Solutions via this document or web site; "Customer Data" means any data, information or material provided or submitted by Customer to Online Solutions via CitizenServe.com in the course of utilizing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by signature or the date Customer begins using the Service; "Initial Term" means the period during which Customer is obligated to pay for the Service equal; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature; "License Administrator(s)" means those Users designated by Customer who are authorized to purchase licenses by executing written Order Forms; "License Term(s)" means the period(s), excluding the Initial Term, during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the initial subscription for the Service and any subsequent order forms, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties and each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail; onlinesolutions Online Solutions means Online Solutions LLC, a Nevada corporation, having its principal place of business at 1101 East Warner, Suite 160, Tempe, Arizona 85284; "CitizenServe.com Technology" means all of Online Solutions' proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know- how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Online Solutions through the CitizenServe.com Service in providing the Service; "Service(s)" means the online constituent relationship management, code enforcement, data analysis, and other municipal ERP services developed, operated, and maintained by Online Solutions accessible via http://www.CitizenServe.com or other designated web site or IP address or ancillary services rendered to Customer by Online Solutions, to which Customer is being granted access under this Agreement, including the CitizenServe.com Technology and the Content; "System Administrator(s)" means those Users designated by Customer who are authorized to create User accounts and otherwise administer Customer's use of the Service; "Use Guidelines" means the guidelines for use of the Service promulgated from time to time by Online Solutions pursuant to this Agreement and found at hllp://www.citizenserve.com; "User(s)" means Customer, its employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Online Solutions at Customer's request). C. Charges and Payment of Fees: Customer will pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments are made annually. License fees are nonrefundable termsofuse 2 whether or not User licenses are actively used. Customer must provide Online Solutions with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term) (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing period will be charged for that billing period, on a pro rata basis, as well as the subsequent billing period. Online Solutions reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail. D. Billing: Online Solutions charges and collects in advance for use of the Service. Online Solutions will automatically bill Customer's credit card or issue an invoice to Customer annually. Fees for other services will be charged on an as -quoted basis. onlinesolution' fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Online Solutions' income. Customer agrees to provide Online Solutions with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer has provided is false or fraudulent, Online Solutions reserves the right to terminate Customer's access to the Service in addition to any other legal remedies. onlinesolutions For credit card payers, invoices will be generated at the start of a license or billing period and Customer's credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date. If Customer believes that the bill is incorrect, Customer must contact Online Solutions in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. E. Non-payment: In addition to any other rights granted to Online Solutions herein, Online Solutions reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User licenses during any period of suspension. If Customer or Online Solutions initiate termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that Online Solutions may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees. F. Suspension of Service: In the event Customer's account becomes thirty (30) days or more overdue, in addition to and not in lieu of any of its other rights or remedies under this Agreement, Online Solutions reserves the right to suspend the Service termsofuse 3 provided to Customer. Online Solutions also reserves the right to impose a separate reconnection fee should Customer thereafter again request access to the Service. Customer agrees and acknowledges that Online Solutions has no obligation to retain the Customer Data if the account is more than 30 days overdue, and such Customer Data will be irretrievably deleted if the account is unpaid after 60 days. G. License Grants: Online Solutions grants Customer a non- exclusive, non -transferable worldwide right to use the Service, solely for Customer's own internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, Customer grants to Online Solutions the non-exclusive, worldwide, right to use, copy, store, transmit and display Customer Data solely to the extent necessary to provide the Service as requested by Customer. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the CitizenServe.com Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet -based device. Online Solutions shall not use the Customer Data for any purpose other than to provide the Service to Customer. All rights not expressly granted to Customer are reserved by onlinesolutions and its licensors. H. Third -party Interaction: Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the CitizenServe.com Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, onlinesolutions or accessible from, the Service on any other server, wireless or Internet -based device. Online Solutions shall not use the Customer Data for any purpose other than to provide the Service to Customer. I. Customer Responsibilities: Customer is responsible for any and all activities that occur under Customer's user accounts. Customer shall: (i) notify Online Solutions immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Online Solutions immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; (iv) assure that use of the Service by Customer's Users shall at all times conform to the Use Guidelines; and (v) not impersonate another CitizenServe.com user or provide false identity infonnation to gain access to or use the Service. J. Account Information and Data: All data submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable, unless specifically notified in advance. Customer, not Online Solutions, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and Online Solutions shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), Online Solutions will make available to Customer a file of the Customer Data within 30 days of termination notice if Customer so requests. Online Solutions reserves the right to withhold, remove and/or discard Customer termsofuse 4 Data without notice for any breach, including, without limitation, Customer's non-payment. Upon termination for cause, Customer's right to access or use Customer Data immediately ceases, and Online Solutions shall have no obligation to maintain or forward any Customer Data. K. User Conduct: Customer agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service. In addition, Customer agrees to adhere to the Use Guidelines attached, which may be updated by Online Solutions in its sole discretion from time to time. L Termination/Reduction in Service Level: This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one year or five years as determined by Customer's election and documented on the corresponding Order Form, commencing on the date Customer agrees to pay for the Service as noted on the Order Form. This Agreement will automatically renew upon the expiration of the Initial Term. Either party may terminate this Agreement or reduce the level of service by notifying the other party in writing at least 30 days prior to the end of the then current term, early termination penalties will apply as outlined below. No refunds will be grated for prepaid charges. Customer agrees and acknowledges that Online Solutions has no obligation to retain the Customer Data more than 60 days after termination, and may delete such Customer Data. M Termination for Cause: Any breach of Customer's payment obligations, Use Guidelines, unauthorized use of the CitizenServe.com Technology or Service will be deemed a material breach of this Agreement. Online Solutions, in its sole discretion, may terminate Customer's password, account or use of the Service if Customer breaches or otherwise fail to comply with this Agreement. Customer agrees and acknowledges that Online Solutions has no obligation to retain the Customer Data, and onlinesolutions dbasenz,pryel will delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 60 days of notice of such breach. N Early Termination Penalties: Contract Termination Term Period Penalty 1 year Within the 25% of the annual subscription first 30 days amount minus any payments on said term 1 year Within the 50% of the annual subscription fust 90 days amount minus any payments on said term 1 year After 90 days 100% of full subscription value minus any payments on said term 5 year Within the 50% of the annual subscription first 30 days (first year) amount minus any payments on said term 5 year Within the 100% of the annual fust 90 days subscription amount minus any payments on said term 5 year Within the 25% of the full subscription fust year amount (5 year) minus any Payments On Said Term 5 year Within the 50% of the full subscription second year amount (5 year) minus any payments on said term 5 year After two 100% of the full subscription years amount (5 year) minus any payments on said term O Online Solutions Ownership: Online Solutions alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CitizenServe.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, CitizenServe.com Technology or Intellectual Property owned by Online Solutions to Customer. The Online Solutions and CitizenServe.com name, logos, and the product names associated with the Service are trademarks of Online Solutions, and no right or license is granted to use them. termsofuse 5 P. Representation & Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Online Solutions represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the help documentation under normal use and circumstances. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service, that Customer's billing information is correct, and that Customer will comply with the Use Guidelines. Q. Mutual Indemnification: Customer shall indemnify and hold Online Solutions, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of the representations and warranties; or (iii) a claim arising from the breach by Customer or Users of this Agreement, provided in any such case that Online Solutions (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Online Solutions of all liability and such settlement does not affect Online Solutions' business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim. Online Solutions shall indemnify and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from onlinesolutions and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of Online Solutions of the representations or warranties; or (iii) a claim arising from breach of this Agreement by Online Solutions; provided that Customer (i) promptly gives written notice of the claim to Online Solutions; (ii) gives Online Solutions sole control of the defense and settlement of the claim (provided that Online Solutions may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to Online Solutions all available information and assistance; and (iv) has not compromised or settled such claim. Online Solutions shall have no indemnification obligation, and Customer shall indemnify Online Solutions pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer's products, service, hardware or business process(s). R Disclaimer of Warranties: ONLINE SOLUTIONS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; ONLINE SOLUTIONS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR -FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER termsofuse 6 MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON - INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ONLINE SOLUTIONS AND ITS LICENSORS. S. Internet Delays: ONLINE SOLUTIONS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ONLINE SOLUTIONS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. T. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, onlinesolutions CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. U. Notice: Online Solutions may give notice by means of a general notice on the Service, electronic mail to Customer's e-mail address on record in Online Solutions' account information, or by written communication sent by first class mail or pre -paid post to Customer's address on record in Online Solutions' account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email). Customer may give notice to Online Solutions (such notice shall be deemed given when received by Online Solutions) at any time by any of the following: letter sent by confirmed facsimile to Online Solutions at the following fax number: (800) 325-9818; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Online Solutions at the following addresses: Online Solutions, 1101 East Warner, Suite 160 Tempe, Arizona. 85284, addressed to the attention of: CitizenServe Sales Department. V. Modification to Terms: Online Solutions reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time termsofuse 7 and shall notify Customer by posting an updated version of this Agreement on the Service. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Customer's consent to such changes. W. General: This Agreement shall be governed by Arizona law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Phoenix, Arizona. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Online Solutions as a result of this agreement or use of the Service. The failure of Online Solutions to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Online Solutions in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Customer and Online Solutions and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Proprietary Notice © COPYRIGHT 2001. Online Solutions LLC. All rights reserved. This material may not be copied or reproduced by any means except for the express purpose of preserving backup copies or creating additional work copies for onlinesolutions dba�en internal use only. Unauthorized distribution of this material is strictly prohibited. Agreed to as stated. Online Solutions: 4 Authorized Signature Rafael Cantu Print or Type Name of Signatory Director Title 12/1/2009 Execution Date Address: 1101 E. Warner Road Suite 160 Tempe, AZ 85284 Customer: Authorized Signature Print or Type Name of Signatory Title Execution Date Address: PO Box 1788 Sanford, FL 32772-1788 termsofuse 8 onlinesolutions itWenserve Order Form - Sanford, FL 1 authorize Online Solutions, LLC to invoice as per the above information. Agreed to as stated. Online Solutions: Authorized Signature Rafael Cantu Print or Type Name of Signatory 5/10/2010 Execution Date Address: 1101 E. Warner Road Suite 160 Tempe, AZ 85284 Customer: --c Authorized Signature .L. Res It Print or Type Name of Signator 5//O/Pc/"p Execution Date Address: PO Box 1788 Sanford, FL 32772-1788 citizenserve e -government software 200M) online solutions, Ilc. ail rights reserved. confidential www.citizenserve.com Sanford, FL order form - 5/10/2010