SIPA EGE Terms of Service
TERMS OF SERVICE
FOR EGE CUSTOMERS UNDER SIPA
The following Terms of Service, as amended from time to time, apply to Services and Licenses provided by MUNIRevs, Inc., a Colorado corporation (“MR”) to customers who are Eligible Governmental Entitites contracting with MR through the Colorado Statewide Internet Portal Authority (“SIPA”) and the Terms of Service apply to MR’s contractual agreement with SIPA, and any renewals thereof (“SIPA Contract”).
- Terms: MR’s services, including but not limited to all software licenses and Licensed documentation as defined below (“Services”) and relationships with EGE Customers are governed by the SIPA Contract, the terms of which are fully incorporated into these Terms of Service for all purposes. If there is a conflict between the Terms of Service and the SIPA Contract, the Terms of Service govern. If there is a a conflict between the Terms of Service and MUNIRevs’ Statement of Work with a particular EGE Customer, the terms of the EGE Customer’s Statement of Work shall govern.
- EGE Customer Revenue Disbursements: Unless otherwise provided under an EGE Customer’s Statement of Work, any business revenues (including without limitation, taxes and licenses) paid through the Service will be deposited directly to EGE Customer’s bank account and EGE Customer agrees to set up a separate bank account expressly for collection of MR system deposits and to pay all merchant account fees for EGE Customer’s accounts by merchant service, ACH providers and payment gateway (USA Epay/ Vericheck).
- Support: MR will provide support as set forth in EGE Customer’s Statement of Work. Support may change but MR will not materially degrade customer support during any paid term.
- Collection of Delinquenent Accounts. Collection from delinquent business taxpayers is the sole responsibility of the EGE Customer. However, MR will fully cooperate with all applicable EGE Customer’s staff on sales and/or excise tax delinquency collection efforts.
- Functionality. The functionality of MR’s Service may change but MR will not materially decrease the functionality during a paid term.
- EGE Customer Data. All data uploaded by Customer or a user of the Services 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 these Terms of Service. Customer grants MR a non-exclusive term license to use the Customer Data for purposes of MR performing the Services. During the term of Customer’s Statement of work with MR, EGE Customers may export all of their Customer Data from within the MR service. 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.
- EGE Customer Responsibilities. EGE Customers (a) are solely responsible for their Customer Data, (b) must use reasonable efforts to prevent unauthorized access to the Service, and notify MR promptly of any such unauthorized access, and (c) may use the Service only in accordance with applicable law.
- MR Proprietary Rights. The software, workflow processes, user interface, designs, know-how and other technologies provided by MR as part of the Service and Licensed Documentation, as defined below, 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. “Licensed Documentation” means and refers to 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
- EGE Customer Restrictions.
- EGE Customers 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. 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.
- 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.
- Mutual Confidentiality.
- 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 and all documentation and software assocatied therewith, 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 Discloser 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 Services and carrying out the terms of the SIPA Contract and/or EGE Customer Orders and Statements of Work 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.
- Exclusion of Damages and Limited Liability.
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. EXCEPT AS OTHERWISE PROVIDED HEREIN 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 ITS SERVICES (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE SERVICE).
- Return of Customer Data. Within 30-days after termination of Services, MR shall export to EGE Customer all EGE Customer Data from within the Service only in CSV format. MR does not ensure the availability of all of EGE Customer Data for export after such 30-day period and MR shall have no obligation to store the EGE Customer Data and may destroy such data without further notice to EGE Customer or SIPA.
- Cooperation. At all times during this contract and following its termination, if applicable, EGE Customer shall have the right to import and/or export all Customer Data within a reasonable period of time following written request to MR. MR and EGE Customers shall coordinate and cooperate to ensure timely and accurate delivery of Service. Specifically, EGE Customer must provide complete and accurate information to MR when and as requested. MR shall not be responsible or liable for delays resulting from EGE Customer’s failure to provide timely or accurate information. Payment of MR’s fees shall not be reduced, delayed or modified as a result of EGE Customer’s failure to provide timely or accurate information. MR is not obligated to accept information or other communications from individuals who are not personnel designated by for such purposes by the EGE Customer.
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.
Money Damages Insufficient. Any breach by a party of the confidentiality provisions contained in the Terms of Services 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 without the requirement to post bond.
Notices. Any notices permitted or required under the SIPA Contract or any EGE’s Statement of Work 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.
Renewal; Modification of Terms of Service MR may, in its sole discretion, modify the Terms of Service. EGE Customers and SIPA will be notified of all material modifications. In no event shall MR modify the Terms of Service in a matter that reduces the level of Services or functionality without written authorization from SIPA and the affected EGE Customers. Each renewal of EGE Customer Statements of Work will be subject to the these Terms and Conditions in effect on the date of renewal. The most current version of the Master Client Services Agreement shall be posted online at www.munirevs.com/master-agreement.
Survival of Terms. Any terms that by their nature survive termination or expiration of this agreement, will survive.
Headings. Headings contained in these Terms of Service for reference purposes only and shall not affect in any way the meaning or interpretation hereof.
Print Name: _________________________________