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eCivis Software Subscription Agreement Page 1 of 14
ECIVIS SOFTWARE SUBSCRIPTION AGREEMENT
This SOFTWARE SUBSCRIPTION AGREEMENT (the “Agreement”) is made this February 3, 2023 ( the “Effective
Date”) by and between ECIVIS INC., a corporation incorporated under the laws of the State of Delaware ECIVIS and
Dania Beach, Florida including, without limitation, all its subdivisions, departments, and constituent entities within its
legal scope and jurisdiction (collectively, the “Subscriber”).
1. DEFINITIONS
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control
with the subject entity. “Control,” for the purposes of this definition, means direct or indirect ownership or
control of more than 50% of the voting interests of the subject entity.
“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code,
files, scripts, agents or programs.
“Order Form” means the documents for placing orders hereunder, including addenda thereto, that are
entered into between You and Us from time to time, including addenda and supplements thereto.
“Services” means the products and services that are ordered by You or Your Affiliates under an Order Form
and made available by Us online.
“User Guide” means the on-line users guide for the Services, made available on-line.
“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a
Service have been ordered, and who have been supplied user identifications and passwords by You, (or by
Us at your request). Users may include but are not limited to Your employees, consultants, contractors and
agents, and third parties with which You transact business.
“We,” “Us”, “Our”, “eCivis Inc.”, or “eCivis” means the company or entity providing the Services in the
Agreement
“You”, “Your”, “Subscriber” means the company or other legal entity for which you are accepting the
Agreement and Affiliates of that company or entity.
“Your Data” means all electronic data or information submitted by You to the Services, including but not
limited to any data, content (including user content), information and files.
2. PROVISION OF SERVICES
2.1 Terms of Service. Terms, provisions, or conditions on any purchase order, acknowledgement, or other
business form or writing that Customer may use in connection with the provision of Services (or software) by
eCivis will have no effect on the rights, duties, or obligations of the parties hereunder, regardless of any failure
of eCivis to object to such terms, provisions, or conditions.
2.2 Provision of Services. We shall make the Services available to You pursuant to this Agreement and the
relevant Order Forms during a subscription term. By entering into an Order Form hereunder, an Affiliate agrees
to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed
incorporated herein by reference. You agree that Your purchases hereunder are neither contingent on the
delivery of any future functionality or features nor dependent on any oral or written public comments made by
Us regarding future functionality or features.
2.3 User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as
User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User
subscriptions may be added during the applicable subscription term at the same price as that for the pre -
existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the
additional User subscriptions are added and (iii) the added User subscriptions shall terminate on the same
day as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared
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or used by more than one user but may be reassigned to new Users replacing former Users who no longer
require ongoing use of the Services.
2.4 Hosting, Product Maintenance and Support. For the first year of this Agreement, upon paying the
Subscription Fee and for each year thereafter, provided that Subscriber continues to pay the Subscription
Fees in accordance with the fees set out in Appendix A, eCivis shall provide Hosting, Maintenance and
Technical Support Services for the software as outlined in Appendix B, if the Subscriber is not otherwise in
breach of the provisions of this Agreement.
2.5 Implementation Services. eCivis shall provide the professional service as defined in the Scope of Work
(“SOW”), Appendix C, in a professional manner, consistent with industry standards. Unless otherwise agreed
upon by both parties, or as the result of a delay on the part of eCivis, the obligation to provide professional
services to the Subscriber expires the earlier of:
1) completion of the services described in the SOW
2) 12 months from the effective date of the relevant Order Form.
2.6 Acceptance of Custom Work. Within fifteen (15) business days from the delivery of each individual Custom
Work, the Customer/Subscriber shall, in its sole discretion, review the Product Customization and notify eCivis
whether it finds the Customizations satisfactory or unsatisfactory. If its determined that the Customizations are
unsatisfactory, then it shall state in writing the reasons for its determination, including identifying any
nonconformance with the Subscriber’s specifications or expectations. eCivis will promptly correct the
deficiencies and reinstall the Customizations, and the approval procedure shall be reapplied until Subscriber
finally declares the Customizations satisfactory. In the absence of a written response within 15 Business Days
after the delivery of the Customizations or once the Subscriber has declared the Customizations satisfactory,
the Customizations shall be considered ‘Accepted’.
3. USE OF THE SERVICES
3.1 Our Responsibilities. We shall: (i) provide Our basic support for the Services to You at no additional charge,
and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the
Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give
at least 8 hours’ notice via the Services and which We shall schedule to the extent practicable during the
weekend hours from 9:00 pm Friday to 6:00 am Monday Eastern Time), or (b) any unavailability caused by
circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government,
floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving
Our employees), Internet services provider failure or delays, or denial of service attacks, and (iii) provide the
Services only in accordance with applicable laws and government regulations.
3.2 Our Protection of Your Data. We shall maintain reasonable administrative, physical and technical
safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify
Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 6.3 (Compelled
Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services
and prevent or address service or technical problems, or at Your request in connection with customer support
matters.
3.3 Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be
responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your
Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and
notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with
the User Guide and applicable laws and government regulations. You shall not (a) make the Se rvices available
to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit
material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e)
interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, or (f)
attempt to gain unauthorized access to the Services or their related systems or networks.
4. FEES AND PAYMENTS FOR SERVICES
4.1 Fees. You shall pay all fees specified in all Order Forms as set out in Appendix A. Except as otherwise
specified herein or in an Order Form, (i) fees are based on services purchased and actual usage, (ii) payment
obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions
purchased cannot be decreased during the relevant subscription term stated on the Order Form. User
subscription fees are based on monthly periods that begin on the subscription start date and each monthly
anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be
charged for the full monthly period and the monthly periods remaining in the subscription term.
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4.2 Invoicing and Payment. You will provide Us with a valid purchase order or alternative document reasonably
acceptable to Us. We will invoice You in advance and otherwise in accordance with the relevant Order Form.
Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You
are responsible for providing complete and accurate billing and contact information to Us and notifying Us of
any changes to such information.
4.3 Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such
charges may accrue late interest at a rate of 1.5% of the outstanding balance per month, or the maximum rate
permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We
may condition future subscription renewals and Order Forms on payment terms shorter than those specified
in Section 4.2 (Invoicing and Payment)
4.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement
for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies,
accelerate Your unpaid fee obligations under such agreements so that all such obligations beco me
immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will
give You at least 7 days prior notice that Your account is overdue, in accordance with Section 11.1 (Manner
of Giving Notice), before suspending services to You.
4.5 Payments and Disputes. We shall not exercise Our rights under Section 4.3 (Overdue Charges) or 4.4
(Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good
faith and are cooperating diligently to resolve the dispute.
4.6 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental
assessments of any nature, including but not limited to value -added, sales, use or withholding taxes,
assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are
responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to
pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be
invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the
appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on
Our income, property and employees.
4.7 Travel Costs. Unless noted otherwise, this quotation does not include any travel, lodging, or on -site
expenses. If such travel is required and subsequently authorized, eCivis’s standard travel and per diem rates
shall apply. Air Travel, Rental Car (with associated fuel and parking costs), and Lodging costs shall be
reimbursed at cost. eCivis is not responsible for unpredictable (including Commercial Airline Travel) delays
which may increase travel cost.
5. PROPRIETARY RIGHTS
5.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all
rights, title and interest in and to the Services, including all related intellectual property rights. No rights are
granted to You hereunder other than as expressly set forth herein.
5.2 Restrictions. You shall not (i) permit any third-party to access the Services except as permitted herein or in
an Order Form (ii) create derivative works based on the Services except as contained herein, (iii) copy, frame
or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise
for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in
order to (a) build a competitive product or service, or (b) copy any features, funct ions or graphics of the
Services.
5.3 Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or
program code using the Services, You authorize Us to host, copy, transmit, display and adapt such
applications and program code, solely as necessary for Us to provide the Services in accordance with this
Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this
Agreement in or to such applications or program code, including any intellectual property rights therein.
5.4 Your Data. Subject to the limited rights granted to You hereunder, We acquire no right, title or interest from
You or Your licensors under this Agreement in or to Your Data, including any intellectual proper ty rights
therein.
5.5 Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate
into the Services any suggestions, enhancement requests, recommendations or other feedback provided by
You, including Users, relating to the operation of the Services. We may additionally develop, modify, improve,
support, and operate Our Services based on Your use, as applicable, of any Services.
eCivis Software Subscription Agreement Page 4 of 14
6. CONFIDENTIALITY
6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential
information disclosed by a party (“Disclosing Party”), whether orally or in writing, that is designated as
confidential or that reasonably should be understood to be confidential given the nature of the information and
the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential
Information shall include the Services; and Confidential Information of each party shall include the terms and
conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and
technical information, product plans and designs, and business processes disclosed by such party. However,
Confidential Information (other than Your Data) shall not include any information t hat (i) is or becomes
generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to
the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party (iii) is received from a third party without breach of any obligation owed to the Disclosing
Party, or (iv) was independently developed by the Receiving Party.
6.2 Protection of Confidential Information. The Receiving party shall use the same degree of care that uses to
protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable
care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of
this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to
Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and
agents who need such access for purposes consistent with this Agreement and who have signed
confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its
Affiliates and their legal counsel and accountants without the other party’s prior written consent.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if
it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such
compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s
cost, if the Disclosing Party wishes to contest such disclosure. If the Receiving Party is compelled by law to
disclose the Disclosing Party’s Confidential Information as part of a civil proceeding or otherwise to which the
Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Discl osing Party will
reimburse the Receiving Party for its reasonable costs of compiling and providing secure access to such
Confidential Information.
7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
7.1 Our Warranties. We represent and warrant that (i) We have validly entered into this Agreement and have the
legal authority to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) the
functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not
transmit Malicious Code to You, provided you are not in breach of this subsection (iv) if You or a User uploads
a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For
any breach of a warranty above, Your exclusive remedy shall be as provided in Section 10.3 (Termination for
Cause) and Section 10.4 (Refund or Payment upon Termination) below.
7.2 Your Warranties. You represent and warrant that (i) You have validly entered into this Agreement and have
the legal authority to do so; (ii) You will use the Services in accordance with applicable laws; and (ii) You have
all necessary rights to use and upload any Data for use with the Services.
7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
REPRESENTATIONS, WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND
WARRANTIES, INCLUDING ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW.
8. MUTUAL INDEMNIFICATION
8.1 Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought
against You by a third party alleging that the use of the Services as permitted hereunder infringes or
misappropriates any Canadian or United States’ registered patents, copyrights or trade -mark rights of a third
party (a “Claim Against You”), and shall indemnify You for any damages, legal fees and costs finally awarded
against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against
You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) Give Us sole c ontrol
of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against
You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable
assistance, at Our expense. In the event of a Claim against You, or if we reasonably believe the Services may
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infringe or misappropriate, We may in Our discretion and at no cost to you (i) modify the Services so that they
no longer infringe or misappropriate , without breaching Our warranties under “Our Warranties” above, (II)
obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate
Your User subscriptions for such services upon 30 days’ written notice and refund to You any prepaid fees
covering the remainder of the term of such User subscriptions after the effective date of termination.
8.2 Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought
against Us by a third party alleging that You r Data, or Your use of the Services in breach of this Agreement,
infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim
Against Us”), and shall indemnify Us for any damages, legal fees and costs finally awarded against us as a
result of, or for any amounts paid by Us under a court -approved settlement of, a Claim Against Us; provided
that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense
and settlement of the Claim Against Us (provided that You not settle any Claim Against Us unless the
settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your
expense.
8.3 Exclusive Remedy. This Section 8 (Mutual Indemnification) states the indemnifying party’s sole liability to,
and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this
Section.
9. LIMITATION OF LIABILITY
9.1 Limitation of Liability. NEITHER PARTY’S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF
LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING
THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER
ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE
FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND
PAYMENT FOR SERVICES).
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED,
WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10. TERM AND TERMINATION
10.1 Term of Agreement. This Agreement commences on the date You accept it and continues until all User
subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the effective
date of this Agreement and continue for 5 years. Additional user subscriptions will be prorated from the
applicable order date through the remainder of the 5 -year term. All user subscriptions shall automatically
renew for additional one-year at the end of the then current term, unless either party gives the other notice of
non-renewal at least 30 days before the end of the relevant subscription term. The per -unit pricing during any
such renewal term shall be the same as that during the prior term unless We have given You written notice of
a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall
be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the
relevant Services in the immediately prior subscription term, unless the pricing in such prior term was
designated in the relevant Order Form as promotional or one-time.
10.3 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to
the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if
the other party becomes the subject of a petition in bankruptcy or any other proceedings relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors.
10.4 Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any
prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination.
Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of
all Order Forms after the effective date of termination. In no event shall any termination relieve You of the
obligation to pay any fees payable to Us for the period prior to the effective date of termination.
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10.5 Return of Your Data. Upon request made by You within 30 days after termination of a Services subscription,
We will make available to You for download a file of Your Data in comma separated value (.csv) format along
with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or
provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems
or otherwise in Our possession or under Our control.
10.6 Surviving Provisions. Section 4 (Fees and Payment for Services), 5 (Proprietary Rights), 6 (Confidentiality),
7.3 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability, 10.4 (Refund or Payment upon
Termination), 10.5 (Return of Your Data), 10.6 (Surviving Provisions), 11 (Notices, Governing Law,
Jurisdiction) and 12 (General Provisions) shall survive any termination or expiration of the Agreement.
11. NOTICES, GOVERNING LAW AND JURISDICTION
11.1 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and
approvals hereunder shall be in writing and shall be deemed to have be en given upon: (i) personal delivery,
(ii) the second business day after mailing, (iii)the second business day after sending by confirmed facsimile,
(iv) the first business day after sending by email (provided that email shall not be sufficient for notices of
termination or an indemnifiable claim) Billing- related notices to You shall be addressed to the relevant billing
contact designated by You. All other notices to You shall be addressed to the relevant Services system
administrator designated by You.
11.2 Dispute Resolution/Arbitration. In the event of any dispute arising out of or relating to and/or in connection
with this Agreement, the parties’ project managers shall use every reasonable effort to resolve such dispute
in good faith within 10 Business Days. If the project managers have failed to resolve the dispute within such
time frame, then the dispute shall be escalated to the next escalation level. At each escalation level, the
designated executives shall negotiate in good faith in an effort to reso lve the dispute. For the purposes of this
Agreement, a “Business Day” means a day other than a Saturday, Sunday, or statutory holiday in Florida.
Escalation Level eCivis
Management
Level
Subscriber
Management Level
Period of
Resolution Efforts
First Level Project Manager Project Manager 10 Business Days
Second Level Customer Success
Director
Finance Department
Manager
10 Business Days
Third Level VP, Professional
Services
Director of Finance or
Treasurer
10 Business Days
If the above escalation periods have elapsed and there continues to be a dispute as to any matter herein, the
matter in dispute shall be referred to arbitration by a single arbitrator.
(a) Except as provided above, or any other circumstance in which a pa rty seeks an injunction or other
equitable relief from the courts, Any dispute, claim or controversy arising out of or relating to this Agreement
or the breach, termination, enforcement, interpretation or validity thereof, including the determination of th e
scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Delaware before one
arbitrator, including lawyers with 10 years of active practice in relevant information technology or intellectual
property matters. The arbitration shall be administered by (i) JAMS pursuant to JAMS’ Streamlined Arbitration
Rules and Procedures if You are U.S. based or if You are from outside the United States, in accordance with
the JAMS International Arbitration Rules. Judgment on the Award m ay be entered in any court having
jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from
a court of appropriate jurisdiction. The arbitrator shall not award punitive or exemplary damages, except wh ere
permitted by statute, and the parties waive any right to recover any such damages. The parties shall maintain
the confidential nature of the arbitration proceeding and any award, except as may be necessary to prepare
for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court
application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise
required by law or judicial decision. The parties acknowledge that this Agreement evidences a transaction
involving interstate commerce.
(b) Notwithstanding the provision in Section 11.2(a) with respect to applicable substantive law, any
arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act
(9 U.S.C., Secs. 1-16).
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(c) In the event of any action or proceeding (including arbitration) brought in connection with this
Agreement, the prevailing party shall be entitled to recover its costs and reasonable legal fees arising from
such action or proceeding.
11.3 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Florida and
the federal laws of the United States of America without regard to the conflict of law provisions thereof. Th e
United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Subject to Section 11.2 above, the parties attorn to the exclusive jurisdiction of the courts of Florida in respect
of this Agreement.
11.4 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation
in any way arising out of or related to this Agreement.
12. GENERAL PROVISIONS
12.1 Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift,
or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts
and entertainment provided in the ordinary course of business do not violate the above restriction.
12.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a
partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.4 Export Compliance. The Services, other technology We make available, and derivatives thereof may be
subject to export laws and regulations of the United States, Canada and other jurisdictions. Each party
represents that it is not named on any US or Canadian government denied -party list. You shall not permit
Users to access or use Services in a US or Canada embargoed country or in violation of any US or Canadian
export law or regulation.
12.5 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a
waiver of that right.
12.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the
original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall
remain in effect.
12.7 Legal Fees. You shall pay on demand all of Our reasonable legal fees and other costs incurred by Us to
collect any fees or charges due Us under this Agreement following Your breach of Section 4.2 (Invoicing and
Payment).
12.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law
or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).
Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order
Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at
the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In
the event of such a termination, We shall refund to You any prepaid fees cove ring the remainder of the term
of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind
and inure to the benefit of the parties, their respective successors and permitted assigns.
12.9 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms,
constitutes the entire agreement between the parties and supersedes all prior and contemporaneous
agreements, proposals or representations, written or oral, concerning its subjec t matter. No modification,
amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed
or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.
However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement
and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form
shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your
purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any
part of this Agreement, and all such terms or conditions shall be null and void.
12.10 Cooperative Statement. Other government organizations and educational or health care institutions may
elect to participate in this Agreement (piggyback) at their discretion, provided We also agrees to do so.
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12.11 Authorized reseller status; Option to purchase affiliate products. eCivis is a subsidiary of GTY
Technology Holdings Inc. (“GTY”) and an authorized reseller of products and services produced and provided
by other subsidiaries of GTY (such subsidiaries, “eCivis Affiliates”). These products and services include
software-as-a-service technology for the procurement and vendor supplier sourcing industry, digital services
and payment technology through a software-as-a-service platform, software solutions for grants management
and indirect cost reimbursement and related implementation and consulting services, software tools to
streamline permitting and licensing services, and additional web -based budgeting preparation, performance,
management and data visualization solutions (“Affiliate Products”). eCivis Affiliates include Bonfire Interactive
Ltd., Bonfire Interactive US Ltd., Questica Ltd., CityBase, Inc., Open Counter Enterprise Inc. and Sherpa
Government Solutions LLC. In addition to the products and services that are the subject of this Agreement,
Subscriber has the option to purchase from either eCivis, as an authorized reseller, or eCivis Affiliates, Affiliate
Products on terms and conditions, including pricing, to be agreed upon in writing by Subscriber and eCivis or
Subscriber and the applicable eCivis Affiliate.
12.12 Media Releases. Neither party shall use the name, trademark or logo of the other party without the prior
written consent of the other party. Notwithstanding the foregoing, We may use the Your name and identify
You as a eCivis client in advertising, marketing materials, press releases and similar materials.
eCivis Software Subscription Agreement Page 9 of 14
IN WITNESS WHERE OF, the parties have duly executed this Agreement.
CITY OF Dania Beach
Per: ________________________
Name: ________________________
Title: ________________________
Date: ________________________
I have authority to bind the organization
ECIVIS LTD.
Per: ________________________
Name: ________________________
Title: ________________________
Date: ________________________
I have authority to bind the organization
eCivis Software Subscription Agreement Page 10 of 14
APPENDIX A – Order Form
SaaS Subscription Units Avg Unit Price Total Price
Software as a Service -Cost Allocation Plan Subscription
Allocate 1 $5,300 $5,300.00
License Fee Per User 2 $1,000 $2,000.00
Recurring Annual Fee(s) Sub-Total $7,300.00
TOTAL YEAR 1 PRICE $7,300.00
Pricing Notes
• eCivis Annual fees
o Year 1 term 1/19/22 - 1/18-24
• Terms of Payment:
o Software:
▪ 100% upon Contract Effective Date (Net 30)
▪ Year 2 due 365 days from Contract Effective Date and annually thereafter
eCivis Software Subscription Agreement Page 11 of 14
APPENDIX B – Hosting, Maintenance and Technical Support Services
(A) Hosting Services. eCivis shall provide technical support and the associated hardware infrastructure to
maintain the various eCivis databases in a hosted environment. This includes performance tuning, database
backups, disaster recovery availability, apply ing software upgrades and patches at the direction of the
Subscriber, performing 24X7 server monitoring. Hosting Services do not include:
I. Testing customizations during an upgrade
II. Restoring a database backup required because of a Subscriber error
III. Migrating data or reports among instances (example: from training or testing to production)
eCivis may at its sole discretion, periodically make reasonable modifications or changes to the H osting
Services provided.
Subscriber is responsible for ensuring that its personnel have sufficient training to attain and maintain
competence in the operation of the Software.
Technical support relating to the Hosting Services is available through eCivis’s normal business hours,
Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended
coverage is available for an additional fee. eCivis will provide an initial response to all properly submitted
support requests within two (2) business hours of initial submission.
(B) Product Maintenance. On an as-available basis, eCivis will provide enhancements, modifications or
upgrades to the Software as eCivis may from time to time make available to its Subscribers generally
(“Updates”) but excluding any New Product (a “New Product” being a solution which, in eCivis’s
determination and subject to general industry standards, does not replace the Software licensed hereunder.)
Updates do not include:
I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different
windowing system platforms; (iii) different operating system platforms
II. New applications
III. Services associated with the application or installation of Updates
If requested, eCivis will provide assistance in the testing of any site-specific customizations. eCivis will provide
a quote for any required rework associated with customizations resulting from the upgrade.
(C) Technical Support Services. eCivis will provide phone and e-mail based technical support of a reasonable
nature as described herein. A technical support incident or problem is a single user defined problem seeking
resolution. It must be related to the original intent and design of the software. Technical Support Servi ces
include the support of eCivis supplied integrations that have not been modified by the Subscriber. Each
Technical Support Service incident is deemed closed when a remedy, workaround, or recommendation for
the installation of a current maintenance release has been offered, and a commercially reasonable effort has
been made to restore operation to the original intent and design of the Software. Technical Support Service
does not include:
I. Custom programming services;
II. On-site support;
III. Subscriber developed interfaces, API interactions, or customizations;
IV. Subscriber developed reports;
V. End-User training or re-training;
VI. Subscriber hardware or network issues;
VII. Correction of data issues derived from user error or Software misuse;
VIII. Changes to eCivis developed custom reports or Permitted Customizations (including eCivis supplied
custom business rules or customized user screens) that are outside the scope of the accepted
specification, scope of work, or authorized change requests;
IX. Corrections to eCivis developed custom reports or Permitted Customizations beyond six (6) months
from the date of delivery (the upgrade protection period); and
eCivis Software Subscription Agreement Page 12 of 14
X. Changes to integration functionality made necessary due to Subscriber server
modifications/replacement, or changes by upgrades or changes to the integrated financial system
software or hardware.
eCivis may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support
Services and/or Product Maintenance Services provided.
Subscriber is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in
the operation of the Software.
Technical Support Service is available through eCivis’s normal business hours, Monday through Friday, 8:00am
through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee.
eCivis Software Subscription Agreement Page 13 of 14
APPENDIX C – Scope of Work (SOW)
SOW page - Not applicable as there are no professional services being procured as part of
this SaaS renewal procurement. See section 2.5 of this agreement.
eCivis Software Subscription Agreement Page 14 of 14
END OF SOFTWARE SUBSCRIPTION AGREEMENT DOCUMENT