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<br /> <br />Page 3 of 8 <br />Standard Contract <br />MERCHANTABILITY AND FITNESS FOR A <br />PARTICULAR PURPOSE. <br />6. LIMITATION OF LIABILITY <br />6.1. Emphasys shall not be liable to Licensee or any <br />other person for any claim or damages arising <br />directly or indirectly from the furnishing of <br />Equipment, Software, Services, or any <br />documentation relating to such Equipment, Software <br />or Services provided hereunder or from any other <br />cause, except for claims arising from the negligence <br />or willful misconduct of Emphasys or Emphasys' <br />employees, agents or subcontractors. Liability of <br />Emphasys for negligence shall in no event exceed <br />the total price of the item of Equipment, Software <br />Module, or particular Service that is the subject of <br />the claim. Except for acts of willful misconduct, in <br />no event shall Emphasys be liable to Licensee or any <br />third party for indirect, incidental, special, <br />consequential, or exemplary damages of any kind <br />arising out of the existence, furnishing, functioning <br />or the use of the Equipment, Software or Services <br />provided hereunder, even if Emphasys has been <br />advised of the possibility of such damages. <br />7. AGREEMENT <br />7.1. The Agreement between Licensee and Emphasys <br />consists of the following documents and all <br />attachments thereto, which are hereby incorporated <br />by reference. If there is any conflict between the <br />documents, the following order of precedence shall <br />govern: <br />7.1.1. The contents herein, as may be modified in <br />accordance with Article 9.5, including all <br />Exhibits. <br />8. SUPPORT <br />8.1. Emphasys shall provide Support commencing on the <br />January 1, 2023. During the first year of this <br />Agreement, the cost of Standard Support will be <br />$19,669 per year. This Agreement shall <br />automatically renew for additional terms of one (1) <br />year each unless either party provides the other with <br />written notice of termination at least sixty (60) days <br />prior to the expiration date of the initial term or of <br />any subsequent one-year term. SaaS Fees shall be <br />based on a five-year term. If for any reason, within <br />the first five (5) years, the Licensee cancels any <br />SaaS modules provided in Exhibit A below or which <br />may be purchased later by the Licensee under this <br />Agreement, the balance of the remaining unpaid five <br />(5) years of SaaS Fees will be due immediately upon <br />cancellation or termination of the said-SaaS module. <br />8.2. Emphasys shall be entitled to increase its fees for <br />Standard Support upon sixty (60) days prior written <br />notice to Licensee. <br />8.3. Emphasys agrees to provide Standard Support, as <br />defined in this Agreement, for the Application <br />Software licensed to Licensee. Emphasys agrees to <br />provide Standard Support to enable the Application <br />Software to perform substantially without <br />interruption and error, and in Substantial <br />Compliance with the then current Documentation <br />and the then current Mandated Changes. <br />8.4. Emphasys is to provide support to Licensee for <br />technical issues arising from the Application <br />Software malfunctioning relative to the functionality <br />described in the Documentation. Any additional <br />services to support Licensee are outside the scope of <br />this Agreement. <br />8.5. “Software for Life”: Licensee shall be entitled to <br />Upgrades without having to repurchase Emphasys <br />proprietary software licenses. Once Licensee owns a <br />license to an Emphasys proprietary Software <br />Module, Licensee shall be entitled to any <br />substantially equivalent future Upgrades of that <br />originally licensed module at no additional license <br />fee, provided that all related Standard Support fees <br />have been paid since the original licensing of that <br />module. Licensee is responsible for purchasing any <br />third party required product (hardware or software) <br />and Services required to properly implement the <br />Upgrade. <br />8.6. Audits: During the term of this Agreement and for <br />three (3) years after termination or expiration, <br />Licensee will maintain complete records regarding <br />its housing unit counts, software modules installed <br />or purchased, or any other measure upon which <br />Standard Support fees are based. Upon reasonable <br />notice to Licensee, Emphasys may audit, at <br />Emphasys’ expense, Licensee’s unit counts, <br />software modules installed, and other relevant <br />measures and supporting records to determine its <br />compliance hereunder. <br />8.7. Standard Support means the following services <br />shall be provided by Emphasys to Licensee at no <br />additional cost to Licensee: <br />8.7.1. Technical troubleshooting and assistance with <br />Application Software in order to restore the <br />Application Software’s functionality to its <br />operational condition prior to any known errors <br />and to comply with related published <br />Documentation, the current published software <br />manuals and Mandated Changes. <br />8.7.2. Corrections of errors, interruptions, <br />malfunctions or defects in the Application <br />Software to enable the Application Software to <br />substantially conform to published <br />Documentation. <br />DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C