Master Service Agreement - InfoSend, Inc. - CIS System for Water Works

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InfoSend Master Service Agreement This Master Service Agreement ("Agreement") is entered into as of)', C, ("Effective Date") by and between City of South Bend Indiana, a Public Agency, having its main office at 227 "west Jeffers n Ivd., South Bend Indiana ("Client") and InfoSend, Inc., a California Corporation, having its main office at 4240 E. La Palma Avenue, Anaheim, California 92807 ("InfoSend"). Client and InfoSend are collectively referred to herein as the "Parties" and individually as a "Party." In consideration of the mutual promises and upon the terms and conditions set forth below, the Parties agree as follows: 1 Definitions For the purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise. 1.1 "Agreement" shall refer to this Agreement, as amended from time to time, which shall constitute an authorization for the term of this contract for InfoSend to provide the Services, described herein, to the Client. 1.2 "User(s)" shall mean a customer or employee of Client accessing InfoSend hosted applications via the Internet. Users of the System will agree to accept all the terms and conditions herein, and may be issued a unique User ID and/or password by InfoSend or Client. 3 1.3 "Effective Date" shall be the last date upon which the parties signed this Agreement. The Agreement will not be effective against any party until the said date. 1.4 "Services" shall include the performance of the Services outlined in Section 2 and detailed in Exhibits A and C of this Agreement. 1.5 "System" shall include all InfoSend hosted data and software applications. 2 Services Provided by InfoSend 2.1 Scope of Services Subject to the terms and conditions of this Agreement, InfoSend shall provide to Client, and Client shall purchase from InfoSend, the services listed in Exhibit A, ("Scope of Primary Services") to this Agreement at the price set forth in Exhibit B ("InfoSend Fees"). In the event Client requires other consulting, installation, development and/or customization services, InfoSend shall perform and Client shall purchase such services in accordance with the provisions of Exhibit C ("Professional Services") of this Agreement. InfoSend Master Service Agreement 10.2.2018 4 Page 1 of 7 2.2 Professionalism InfoSend and Client shall operate in a professional manner under this Agreement: in providing and receiving Services under this Agreement, the parties will endeavor to perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession under similar circumstances. 2.3 Time of the Essence InfoSend and Client acknowledge and agree that time is of the essence for the completion of the Services to be performed and each party's respective obligations under this Agreement. License Grant and Restrictions 3.1 Grant of License InfoSend agrees to provide to Users the right to use software and the provision of Services, but in all cases only in full and complete compliance with all of the terms and conditions of this Agreement. Subject to the terms of this Agreement, InfoSend hereby grants, and Client hereby accepts, for the Term (as defined herein) of this Agreement, a non-exclusive, non -transferable license to access and use and to permits its Users to access and use the System via the Internet ("the License"). 3.2 License Restrictions Client hereby agrees not to: (i) reproduce, download, modify, create derivative works from, distribute, or attempt to reverse engineer, decompile, disassemble, or access the source or object code for, the System; (ii) use the System, or any component thereof, in any manner contrary to applicable laws or government regulations; or (iii) otherwise affect, attempt to enable the authorized use (with or without User ID and/or password) of the System. Privacy and Security 4.1 Regulatory Compliance