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DocuSign Envelope ID: F313DACC-5285-4DDB-B17B-ED5FA68C05EA
<br /> modes of human mass transportation,nuclear or chemical facilities,or medical life
<br /> 20. CLIENT FINANCIAL SOLVENCY/BANKRUPTCY support devices.
<br /> MCCi may require payment in advance for products and services in response to learning of Microsoft license terms,if applicable:http://www.rackspace.co.uk/legal/microsoft-
<br /> financial solvency or bankruptcy issues. license.
<br /> • MCCi does not promise that the services will be uninterrupted,error-free,or completely
<br /> 21. NO HIRE CLAUSE secure.You acknowledge that there are risks inherent in internet connectivity that could
<br /> Client and MCCi agree that during the period that this agreement is in force,including result in the loss of your privacy,Client Data,Confidential Information,and property.
<br /> extensions or modifications thereto,and for an additional 12 months following this period, MCCi is not liable to you for lost data unless and to the extent you purchase data backup
<br /> neither Client nor MCC!will actively recruit or solicit employees,independent contractors of services,and we fail to provide the backup services as agreed.If you purchase backup
<br /> either company,or the employees of any of the other subcontractors who are on active payroll services,you release MCCi from liability for loss of data to the extent the data has
<br /> status and are currently participating in this program,without the prior written approval of the changed since the time that we were last required by the Agreement to perform a
<br /> party whose employee or independent contractor is being considered for employment.This backup.
<br /> does not prohibit any employee from responding to or pursuing employment opportunities
<br /> through normal media channels,(i.e.newspapers,professional journals,etc.)so long as it is not B.Infrastructure Hosting Only(No Full Managed Service Option)
<br /> related to this particular program and that it is not an attempt to avoid the intent of the above MCCi offers"Docs on The Cloud"server instances to clients that would rather not acquire the
<br /> restriction.If,during the term of,or within 12 months after the termination of the performance physical or virtual infrastructure themselves.MCCi offers this service through a partner
<br /> period of this agreement,client hires directly or indirectly contracts with any of MCCi's (Gordon Flesch Company,Inc.).They are the leading provider of hosted Laserfiche server
<br /> personnel for the performance of systems engineering and/or related services hereunder, instances.Unless noted otherwise,Docs on The Cloud server instances are hosted in"Amazon
<br /> client agrees to pay MCCi 125%of the fees paid to,or in favor of such personnel for one(1) Web Services"(AWS)and include the creation,maintenance,and upgrades of purchased virtual
<br /> year after such personnel separates from service with MCCi. machines,maintenance of operating system software,and daily backup snapshots of the
<br /> hosted infrastructure.The client acknowledges the following terms,conditions,and limitations
<br /> 22. TERMINATION (and accepts that MCCi's liability and responsibility is limited by the following):
<br /> The services provided in this agreement will be in full force and effect for a period of one(1) MCC!:Initial installation of Laserfiche software components and ongoing application of
<br /> years from the execution date of the agreement,or from the initial software/maintenance Laserfiche upgrades if client subscribes to MCCi's Managed Services or Laserfiche
<br /> subscription date(applicable only when such components are included).Thereafter,this Administration Services package.MCCi also serves as 1 st tier for support issues and
<br /> agreement will be automatically renewed from year to year,provided that either party may handles all billing related to the service.
<br /> alter or cancel the terms of this agreement upon 60 days written notice. Client:Serves as server and database administrator and maintains all non-Laserfiche and
<br /> non-operating system applications,including required database software acquisition,
<br /> 23.MARKETING&REFERENCES installation,maintenance,upgrades,and database maintenance routines.
<br /> Client agrees to allow MCC!to publicly announce the clients selection of MCCi forthe specific The client acknowledges and accepts the published AWS Service Level Agreement,Customer
<br /> solution(s),at the time of the client contractingwith MCCi.Additionally,upon the client providing Agreement,and Customer License Terms and acknowledges and accepts that MCCi extends
<br /> written consent,MCCi is authorized to publish and publicize testimonials and case study information the same terms to the client,which will always be limited to the most recent published AWS
<br /> pertaining to MCC!'s work with the Client.This information,includingthe Clients organization name, terms and conditions:
<br /> logo,and contact information will be used in all media types. AWC EC2 SLA:https•//aws.amazon.com/ec2/sla/
<br /> AWS Customer Agreement:https://aws.amazon.com/ajzreemen
<br /> 24. MCCi TERMS&CONDITIONS FOR HOSTED INFRASTRUCTURE AWS Customer License Terms:https://www.gflesch.com/hubfs/Gordon-Flesch
<br /> These"Terms&Conditions for Hosted Infrastructure"are onlyapplicable if Client contracts with Site/ferms and Services Documents/AWSResellerCustomerLicenseTerms.odf
<br /> MCC!to host infrastructure for its Laserfiche Solution. MCCi does not promise that the Services will be uninterrupted,error-free,or completely
<br /> secure.You acknowledge that there are risks inherent in internet connectivity that could
<br /> In the event that Client contracts with MCCi for Hosted Infrastructure service,there are additional result in the loss of your privacy,Client Data,Confidential Information,and property.
<br /> contract terms applicable to these services,which are contained in"MCCi SLA:Level 2- MCCi is not liable to you for lost data unless and to the extent you purchase data backup
<br /> Infrastructure Hosting'The MCCi SLA:Level 2-Infrastructure Hosting terms are available upon services,and we fail to provide the backup services as agreed.If you purchase backup
<br /> request. services,you release MCCi from liability for loss of data to the extent the data has
<br /> changed since the time that we were last required by the Agreement to perform a
<br /> Subscription Term,Fees,Payment,and Termination of Services backup
<br /> Subscriptions for hosted infrastructure are for no less than a one(1)year period and can be
<br /> prorated to match Laserfiche software/subscription renewal dates. The term starts when
<br /> access is provided.For new implementations,the Laserfiche software/subscription order
<br /> process and start date of renewal periods may be aligned to match the hosted infrastructure
<br /> subscription start date.The one(1)year period automatically renews,unless the client provides
<br /> written notice 90 days in advance.You may terminate this Agreement for convenience at any
<br /> time upon 90 days advance written notice.
<br /> • Fee increases:
<br /> • Adjustment to fees related to an increase in the level of service
<br /> requested/authorized by the client will be made at the time of such changes in
<br /> service becoming available to the client.
<br /> • Third-Party License Fees-In the event that a third-party license provider increases
<br /> the fee they charge MCCi's hosting partner for your use of such license,we will
<br /> increase your fees by the same percentage amount,provided we notify you in
<br /> writing at least 90 days before the effective date of the price increase.
<br /> Adjustments in subscription rates may be made to coincide with current U.S.
<br /> inflation rates;any increase will not exceed the cumulative increase in the
<br /> Consumer Price Index(CPI)occurring since the last price increase.Note that for
<br /> renewals of terms that are one(1)year or more in length,MCCi will not increase
<br /> fees more than once over a 12-month period. In the event that the client has a
<br /> renewal term of less than one(1)year(examples would be quarterly or monthly),
<br /> fees can be increased at any time and by any amount,upon 90 days advance
<br /> written notice.
<br /> • Payment: Payments are due according to the terms specified on the invoice and always
<br /> prior to the subscription expiration date.Late payments are subject to fees,as well as
<br /> suspension of services.
<br /> Terms specific to different hosting options
<br /> A.Infrastructure Hosting with Managed Services
<br /> MCCi offers server instances to clients that would rather not acquire the physical or virtual
<br /> infrastructure themselves and who desire to have a fully managed solution.MCCi offers these
<br /> services through its award-winning partner Rackspace.MCCi offers AWS,Azure,or Rackspace
<br /> hosted infrastructure,as well as fully Managed Service options,all through its partnership with
<br /> Rackspace.
<br /> The client acknowledges the following terms,conditions,and limitations(and accepts that
<br /> MCC!'s liability and responsibility is limited by the following):
<br /> • Rackspace'sAcceptable Use Policy found at:
<br /> http://www.rackspace.com/information/legal/global/aul2.
<br /> • Client shall have no rights against Rackspace in connection with the Hosting Services sold
<br /> by MCCi.
<br /> • Prohibition of high-risk use:The client may not use the hosting service in any situation
<br /> where failure or fault of the hosting services could lead to death or serious bodily injury
<br /> of any person,or to physical or environmental damage.For example,you may not use or
<br /> permit any other person to use the hosting services in connection with aircraft or other
<br />
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