2024-159-E-Child Support Svc-Northwoods Consulting Partners- Child Support Services

Browse Search

| SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 2 3) Order of Precedence. In the event there is a conflict between this Agreement and the attached Scope of Work, the terms of this Agreement shall govern. In the event there is a conflict between this Agreement and the Orange County Services Agreement No RFP/RFQ, the Orange County Agreement shall govern. 4) Term. a) This Agreement commences on the Effective Date and continues until all User Subscriptions granted in accordance with this Agreement have expired or have been terminated. b) User Subscriptions. User subscriptions commence on the Subscription Date specified a nd continue for a period of three (3) years (“Initial Term”). Either Party may terminate this Agreement as of the last day of the Initial Term by giving the other Party not less than sixty (60) days’ written notice of termination prior to the last day of the Initial Term 5) Initial Implementation. Northwoods will furnish only such staff, materials, supplies, and labor for the initial implementation as detailed in the Statement of Work for this Project. Upon execution by both parties, any subsequent Statement of Work will become part of this Agreement. The Parties may modify the requirements of any Statement of Work through a written change order, and such written change order will become part of the respective Statement of Work when executed by authorized representatives of both parties. 6) Charges and Payment Terms. a) You agree to pay Northwoods the Charges at the times and in the amounts set forth in Schedule A1. b) Invoices are payable net thirty (30) days after receipt of invoice. Failure to remit timely payment of any invoice may result in Northwoods ceasing work on the initial implementation and/or ceasing to provide the Software, or Services. c) Any delay in the project that is the direct result of Your failure to comply with the terms of this Agreement and any of its Attachments or Schedules may result in Northwoods ceasing work and will require You to reimburse Northwoods’ actual costs incurred as a result of said delay. 7) Usage Limits and Compensation. a) Generally. i) Usage of the Application is monitored on a continuo us basis. Northwoods will determine excessive usage based upon average monthly usage during a look back period of 12 months from the date of invoice for the annual subscription fee. Northwoods reserves the right to increase fees for prospective years if th e usage exceeds the contracted amount of MAUs; the change must be reflected in a duly executed contract amendment. b) Year One Usage (1) The annual subscription fee for year two will remain the same as the annual subscription fee for year one unless usage in any month of the first year of the Initial Term exceeds 110% of the allowable MAUs. c) You may not reduce the committed number of MAUs during the Subscription Term. You are not entitled to any refund of fees paid or relief from fees due if the number of MAUs is actually less than the volume ordered. 8) Taxes. Fees are exclusive of taxes and You will promptly pay or reimburse Northwoods for all taxes arising out of this Agreement, whether or not Northwoods provided prior notice of, or invoiced, any such taxes to You. For purposes of this Agreement, “taxes” means any sales, use, and other taxes (other than taxes on Northwoods’ income), export and import fees, customs duties, and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. If You are required to pay or withhold any tax in respect of any payments due to Northwoods hereunder, You will gross up payments actually made such that Northwoods receives sums due hereunder in full and free of any deduction for any such tax. If You are legally DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22