9-21-20 BOC Regular Meeting - Laserfiche WebLink

Home Browse Search

5. When the Case is resolved, Tier 2 Support Customer fails to pay any undisputed amount will communicate the information to Tier 1 owed on or before its due date. Esri may charge Help Desk, and Tier 1 Help Desk will Customer interest at a monthly rate equal to the disseminate the resolution to the user(s). lesser of one percent(1.0%) per month or the maximum rate permitted by applicable law on any overdue fees plus all expenses of collection 6.0—ENDORSEMENT AND PUBLICITY for any overdue balance that remains unpaid ten (10)days after Esri has notified Customer of This Agreement will not be construed or interpreted the past-due balance. as an exclusive dealings agreement or Customer's endorsement of Products. Either party may publicize c. Esri's federal ID number is 95-2775-732. the existence of this Agreement. d. If requested, Esri will ship backup media to the ship-to address identified on the Ordering 7.0—ADMINISTRATIVE REQUIREMENTS Document, FOB Destination,with shipping charges prepaid. Customer acknowledges that 7.1 OEM Licenses. Under Esri's OEM or Solution should sales or use taxes become due as a OEM programs, OEM partners are authorized to result of any shipments of tangible media, Esri embed or bundle portions of Esri products and has a right to invoice and Customer will pay any services with their application or service. OEM such sales or use tax associated with the receipt partners'business model, licensing terms and of tangible media. conditions, and pricing are independent of this Agreement. Customer will not seek any discount 8.2 Order Requirements. Esri does not require from the OEM partner or Esri based on the Customer to issue a purchase order. Customer availability of Products under this Agreement. may submit a purchase order in accordance with Customer will not decouple Esri products or its own process requirements, provided that if services from the OEM partners'application or Customer issues a purchase order, Customer service. will submit its initial purchase order on the Effective Date. If this is a multi-year Agreement, 7.2 Annual Report of Deployments.At each Customer will submit subsequent purchase anniversary date and ninety(90)calendar days orders to Esri at least thirty(30)calendar days prior to the expiration of this Agreement, before the annual anniversary date for each Customer will provide Esri with a written report year. detailing all Deployments. Upon request, Customer will provide records sufficient to verify a. All orders pertaining to this Agreement will be the accuracy of the annual report. processed through Customer's centralized point of contact. 8.0—ORDERING, ADMINISTRATIVE b. The following information will be included in PROCEDURES, DELIVERY, AND each Ordering Document: DEPLOYMENT (1) Customer name; Esri customer number, if known; and bill-to and ship-to addresses 8.1 Orders,Delivery,and Deployment (2) Order number (3) Applicable annual payment due a. Upon the Effective Date, Esri will invoice Customer and provide Authorization Codes to activate the nondestructive copy protection 9.0—MERGERS,ACQUISITIONS, OR program that enables Customer to download, DIVESTITURES operate, or allow access to the Products. If this is a multi-year Agreement, Esri may invoice the If Customer is a commercial entity, Customer will Fee up to thirty(30)calendar days before the notify Esri in writing in the event of(i)a annual anniversary date for each year. consolidation, merger, or reorganization of Customer with or into another corporation or entity; b. Undisputed invoices will be due and payable (ii)Customer's acquisition of another entity; or(iii)a within thirty(30)calendar days from the date of transfer or sale of all or part of Customer's invoice. Esri reserves the right to suspend organization (subsections i, ii, and iii, collectively Customer's access to and use of Products if referred to as"Ownership Change"). There will be E218-3—v02/01/2020 Page 5 of 6 09/09/2020/PSK