Master Subscription Service Agreement
This Master Subscription Service Agreement (“agreement”) is entered between MUNIRevs, LLC., a Colorado limited liability company (MR), and the undersigned governmental entity (“Customer”).
- ONLINE REVENUE COLLECTION sERVICE. This agreement provides Customer access to a proprietary online revenue collection automation and integration service to be provided by MR through a unique URL within a hosted server environment under the terms and conditions of this agreement (“Service”). All Service of MR, including but not limited to consulting, shall be governed by and subject to the terms and conditions of this agreement, whether or not provided pursuant to one or more orders of Customer.
USE OF SERVICE.
- Customer Revenue Disbursements. Any business revenues (including without limitation, taxes and licenses) paid through Service will be deposited directly to Customer’s bank account. Customer agrees to set up a separate bank account expressly for collection of MR system deposits and to pay all merchant account fees for Customer’s accounts by merchant service, ACH providers and payment gateway.
- MR Support and Responsibilities. MR will provide customer support for the Service as further detailed in Exhibit A which terms are incorporated into this agreement for all purposes. Collection from delinquent business taxpayers is the sole responsibility of Customer. However, MR will fully cooperate with all applicable Customer Staff on Sales and/or Excise Tax delinquency collection efforts. The functionality of the Service may change but MR will not materially decrease the functionality during a paid term, and customer support may change but MR will not materially degrade customer support during any paid term.
- Customer Responsibilities. Customer (i) is solely responsible for Customer Data (defined below), (ii) must use reasonable efforts to prevent unauthorized access to the Service, and notify MR promptly of any such unauthorized access, and (iii) may use the Service only in accordance with applicable law.
- Customer Restrictions. Customer may not (i) sell, resell, rent or lease the Service, (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, (iii) interfere with or disrupt the integrity or performance of the Service, or (iv) attempt to gain unauthorized access to the Service or their related systems or networks.
- Third Party Contractor Use. Customer may allow its third party contractors to use the Service solely on behalf of and for the benefit of Customer and only in compliance with the terms and conditions of this agreement. Customer is responsible for compliance with the terms of this agreement by its contractors.
- Payment Terms. Payment for all MR fees shall be as specified in Exhibit A which is deemed a part of this agreement. Unless otherwise provided in Exhibit A, all MR invoices shall be due and payable within 30 days of the date of the invoice. Customer must provide proof of its exemption from sales tax (if applicable), and otherwise the Customer is responsible for all sales, use and similar taxes. Interest shall accrue at the rate of one percent (1%) per month, from the date of the invoice, on any payments not received when due.
- Definition of Confidential Information. Confidential Information means all confidential information disclosed by a party (Discloser) to the other party (“Recipient”), 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 (“Confidential Information”). MR’s Confidential Information includes without limitation the Service, Licensed Documentation (defined in section 6.d. below), and Customer’s Confidential Information includes without limitation the Customer Data.
- Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make all commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and third party contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
- Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law, but will attempt to provide Discloser with advance notice to seek a protective order.
- If MR’s data system crashes or otherwise becomes disabled, MR shall use good faith and reasonable efforts to immediately recover the system and all Customer data and shall be fully responsible for all costs incurred in the recovery of such data, with no additional costs to be borne by the Customer.
- Reservation of Rights by MR. The software, workflow processes, user interface, designs, know-how and other technologies provided by MR as part of the Service are the sole property of MR, and all right, title and interest in and to such items, including all associated intellectual property rights, are and shall remain only with MR. MR reserves all rights not expressly granted in this agreement.
- Customer R Customer may not:
- Use the Service or the Licensed Documentation beyond its internal operations;
- Reverse engineer the Service, the Licensed Documentation, the software or any other technology or Confidential Information associated therewith;
- Remove or modify any proprietary marking or restrictive legends in the Service and Licensed Documentation; or
- Access the Service or the Licensed Documentation to build a competitive product or service; or copy or derive any feature, function or graphic of the Service for competitive purposes.
- Customer Data. All data uploaded by Customer or a user of the service shall remain the sole property of Customer or that user (as applicable), as between MR and Customer (“Customer Data”), subject to the other terms of this agreement. Customer grants MR a non-exclusive term license to use the Customer Data for purposes of MR performing the Service under this agreement. During the Term (as defined in section 9.a.), Customer may export all of the Customer Data from within the Service.
- Licensed Documentation. Any Service user guides, sample data, marketing, training and other items provided through the Service or by MR, are licensed to Customer as follows: MR grants Customer a non-exclusive, license for the duration of the Service to such items for Customer’s internal use solely with the Service, with the right to make additional copies of the material for the duration and purpose of the Service (“Licensed Documentation”).
- EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND OTHER THAN FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, MR IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICE).
- Effective Date, TERM, Termination, RETUrn OF DATA AND Suspension of Service.
This agreement shall be effective upon execution by both parties. The term of this agreement shall be for the period of time set forth in Exhibit A (“Term”).
- Upon termination by right by Customer for any reason or no reason, Customer shall pay any unpaid fees through the date of termination, and shall return or destroy all MR property. Customer upon request will confirm that it has complied with these requirements.
- Within 30-days after termination of this agreement, MR shall export to Customer all Customer Data from within the Service only in CSV format. MR does not ensure the availability of all of Customer Data for export after such 30-day period and MR shall have no obligation to store the Customer Data and may destroy such data without further notice to Customer.
- Annual Appropriation. This agreement is subject to annual appropriations by the City or Town Council. (the “Council”).
- Termination for Material Breach. Notwithstanding the provisions of subparagraph a) of this section, if either party is in material breach of any term of this agreement, the other party may terminate this agreement effective at the end of a written 30-day notice/cure period, if the breach has not been cured.
- COOPERATION. At all times during this contract and following its termination, if applicable, Customer shall have the right to import and/or export all Customer data upon reasonable request. The parties shall reasonably cooperate to ensure timely and accurate delivery of Service. Specifically, Customer agrees to provide complete and accurate information to MR when and as requested. MR shall not be responsible or liable for delays resulting from Customer’s failure to provide timely or accurate information. Payment of MR’s fees set forth in Exhibit A shall not be reduced, delayed or modified as a result of Customer’s failure to provide timely or accurate information.
a). Governing Law. This agreement is governed by Colorado law without regard to conflicts of law principles.
b). Attorney Fees and Costs. The primarily prevailing party in any litigation or other legal proceeding shall recover its attorneys’ fees and costs from the other party, including the reasonable cost of a salaried attorney.
c). Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
d). Entire Agreement and Changes. This agreement and Exhibit A constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless in a written instrument signed by both parties.
e). No Assignment. Neither party may assign or transfer this agreement to a third party.
g). Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
h). No Additional Terms. MR rejects additional or conflicting terms of any Customer form-purchasing document.
i). Order of Precedence. If there is an inconsistency between this Agreement and Exhibit A, Exhibit A prevails.
j). Survival of Terms. Any terms that by their nature survive termination or expiration of this agreement, will survive.
k). Headings. Headings contained in this agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this agreement.
l). Notices. Any notices permitted or required under this agreement shall be deemed given upon the date of personal delivery or 72 hours after deposit in the United States mail, postage fully prepaid, addressed to the recipient address as set forth below their signature or at any other address as any party may, from time to time, designate by notice given in compliance with this section.
m). Counterparts Facsimiles; E-Mail. This agreement may be signed in any number of counterparts, which together shall constitute one and the same instrument. Original signatures of the parties hereto on copies of this agreement transmitted by facsimile or electronically/scanned and e-mailed copies shall be deemed originals for all purposes hereunder, and such copies shall be binding on all parties hereto.
- n) Independent Contractor. It is understood that MR is an independent professional contractor and that MR will not in any event be construed as or hold themself to be employees of Customer. It is also agreed that MR, as an independent contractor, is not restricted to working exclusively for Customer. during the term of the agreement. MR and any persons employed by MR for the performance of work hereunder shall be independent contractors and not agents of the Customer. As an independent contractor, MR is not entitled to workers’ compensation benefits except as may be provided by the independent contractor nor to unemployment insurance benefits unless unemployment compensation coverage is provided by the independent contractor or some other entity. MR is obligated to pay all federal and state income tax on any moneys earned or paid pursuant to this contract.
- o) Sharing Data. MR understands that the information from the Customer is strictly protected under Colorado Law as confidential data. If MR shares any data from its services employed under this agreement such data shall only be in the aggregate form and shall not identify, in any way, a specific business along with confidential data of such specific business.
- p) Insurance. MR shall procure and maintain, and shall cause any subcontractor of the MR to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurers acceptable to Customer. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the MR. In the case of any claims made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage.
Worker’s compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this Contract, and Employers’ Liability insurance with minimum limits of five hundred thousand dollars ($500,000) each accident, five hundred thousand dollars ($500,000) disease – policy limit, and five hundred thousand dollars ($500,000) disease – each employee. Evidence of qualified self-insured status may be substituted for the Workmen’s compensation requirements of this paragraph.
Commercial General Liability insurance with minimum single limits of one million dollars ($1,000,000) each occurrence and one million dollars ($1,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision.
Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than one million dollars ($1,000,000) each occurrence and one million dollars ($1,000,000) aggregate with respect to each of MR’s owned, hired, and non-owned vehicles assigned to or used in performance of the services. The policy shall contain a severability of interest provision. If the MR has no owned automobiles, the requirements of this Paragraph (3) shall be met by each employee of the MR providing services to the Customer under this contract.
The policies referenced above, with the exception of Worker’s Compensation, shall be endorsed to include Customer and Customer’s officers and employees as additional insureds. Every policy required above shall be primary insurance, and any insurance carried by Customer, its officers, or its employees, or carried by or provided through any insurance pool of Customer, shall be excess and not contributory insurance to that provided by MR. MR shall be solely responsible for any deductible losses under any policy required above.
This Section Intentionally Left Blank. Please See Next Page for Exhibit A, followed by the Signature Page.
MUNIRevs Hosting Support Order Form and Terms
Renewals of this Support Order: This annual Application Hosting Order (“support order”) renews annually, automatically on the contract anniversary of each year unless either Customer or MR provides the other with notice of non-renewal with at least 120 days prior written notice.
Terms: This support order is governed by the terms of the Master Subscription Services Agreement (“agreement”) between the parties, which terms are fully incorporated into this support order for all purposes. If there is a conflict between the terms of this Exhibit and the agreement, this Exhibit governs. This Exhibit and the agreement are the entire agreement between the parties, and they supersede and replace all prior and contemporaneous negotiations, agreements, representations and discussions regarding this subject matter. MR expressly rejects any additional or differing terms of Customer not agreed to in a written instrument signed by MR and Customer.
Due Dates: MUNIRevs monthly fees shall be debited from the Jurisdiction’s bank account as indicated on the Authorization for Direct Debits Form, by MUNIRevs no later than midnight on the last day of each month for the next month’s hosting access. If payment is not received per the above terms, all user access will be deactivated for that month at 12:01 AM on the 1st day of the month. Fees commence on the first day the site is live, on a prorated basis (estimated to commence in July 2017).
Payment Processing Fees: As indicated in the Agreement, all merchant account fees, including those for ACH payments, credit card payments and payment gateway fees are the responsibility of the Customer.
Support Hours: 8 am to 5 pm, MST (Monday – Friday), excluding Federal Holidays
Support Phone: 888-751-1911
Support E-mail: firstname.lastname@example.org
- Phone & E-mail support to Jurisdiction & Jurisdiction’s Business Owners
- Hosted server, including daily & weekly back up
- Standby server implementation within 1 hour of any catastrophic loss.
- Maximum data loss of 24 hours
- Unlimited logins by Jurisdiction and Jurisdiction’s businesses.
Excluded Services. The following shall not be provided unless otherwise agreed:
- Short Term Rental Compliance Dashboard and Service is a Separate Contract
- Auditing Services
- Delinquency collection efforts outside the MUNIRevs automated system emails