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<br />Page 3 <br /> Public Sector SaaS Rev. U (Issued 02.02.2022) <br /> <br />VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVICE AGREEMENT <br /> <br />This Vector Solutions Software as a Service Agreement (the “Agreement”), effective as of the date noted in the attached <br />Schedule A (the “Effective Date”), is by and between TargetSolutions Learning, LLC, d/b/a Vector Solutions, (“We/Us””) a <br />Delaware limited liability company, and the undersigned customer (“You/Your”), (each a “Party” or “Parties) and governs the <br />purchase and ongoing use of the Services described in this Agreement. <br /> <br />GENERAL TERMS AND CONDITIONS <br /> <br />1. SERVICES. We shall provide the following Software as a Service (“Services”): <br /> <br />1.1. Access and Use. We grant You a non-exclusive, non-transferable revocable authorization to remotely access and use the <br />software as a service offering identified in Schedule A (the “Services”) and, unless prohibited by law, We will provide access to <br />any persons You designate for use as described in these terms and conditions. For clarification, We authorize access and use <br />on a “one user per one authorization basis” and once granted, You are not allowed to transfer authorizations to other users. <br />Your ability to use the Services may be affected by minimum system requirem ents or other factors, such as Your Internet <br />connection. <br /> <br />1.2. Availability. We will use commercially reasonable efforts to provide access to and use of the Services twenty-four (24) hours <br />a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system <br />outages, and other outages beyond our control. <br /> <br />1.3. Help Desk. We will assist You as needed on issues relating to usage via e-mail, and a toll-free Help Desk five (5) days per <br />week, at scheduled hours, currently 8:00am to 6:00 pm Eastern Time, Monday-Friday or <br />https://support.vectorsolutions.com/s/contactsupport <br /> <br />1.4. Upgrades and Updates. We reserve the right, in our discretion, to make updates or upgrades to the Services that are <br />necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services; (ii) the competitive strength of or <br />market for the Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law. For no additional <br />charge, You will receive access to any general upgrades and updates to the Services which We make generally available to our <br />other customers. All updates and upgrades to the Services are subject to these terms and conditions. <br />1.5 Additional Services. From time to time, the Parties may decide in their discretion to add additional Services, subject to the <br />Parties’ execution of one or more change forms which shall be substantially in the form of the Schedule A and shall incorporate <br />these terms and conditions by reference. Each individual Schedule A shall have its own service term. <br />2. YOUR RESPONSIBILITIES AND USE RESTRICTIONS. <br /> <br />2.1. Compliance. You shall be responsible for all Users’ compliance with this Agreement and shall use commercially reasonable <br />efforts to prevent unauthorized access to or use of the Services . You shall comply with all applicable laws, standards, and <br />regulations and will not use the Services in a manner not specified or permitted by Us. <br /> <br />2.2. Identify Named Users. A “Named User” is defined as Your employees, consultants, contractors, and agents You authorize <br />to access and use the Services You are purchasing during each contract year (“Term”) of the Agreement. <br /> <br />2.2.1. You will be responsible for the following: (a) cause each of Your Named Users to complete a unique profile if not created <br />by Vector Solutions on their behalf; and (b) timely maintain a user database by adding a unique profile for each new Named <br />User. Due to licensing and data retention requirements, Named Users may not be removed from our system unless required by <br />law. You will be responsible for identifying Named Users from time to time during the Term of this Agreement through available <br />system capabilities. <br />2.3. Future Functionality. You agree that Your purchases are not contingent on Our delivery of any future functionality or <br />features. You are not relying on any comments regarding future functionality or features. <br />3. FEES AND PAYMENTS. <br />3.1. Fees and Payment. You will pay for the Services in accordance with the payment terms, frequency, and fee schedule in <br />Schedule A attached to this Agreement. All fees collected by Us under this Agree ment are fully earned when due and <br />nonrefundable when paid, except if You terminate this Agreement for cause as described in Section 5.2. <br />3.2. Due Date. All fees due under this Agreement must be paid in United States Dollars or Canadian Dollars or as specified in <br />Schedule A as applicable to Your location. We will invoice You in advance and all undisputed invoices are due and payable on <br />the due date specified in Schedule A. <br /> <br />3.3. Suspension of Service. If You do not make an undisputed payment on time, We may suspend Your or Your Named Users’ <br />access to the Services without further notice until all overdue payments are paid in full. Our suspension of Your use of the <br />Services or termination of the Agreement for Your violation of the terms of this Agreement will not change Your obligation to pay <br />any and all payments due for the applicable Term. <br />DocuSign Envelope ID: 17FA3D0B-87FA-44D0-9E7F-AAF3F5BFACF4