Background & Purpose
1) Client desires that CivicSites design, build, migrate, host and support, among other things, a web presence for said Client which meets or exceeds their written or verbal needs and requirements.
Service and Scope or Work
2) CivicSites will design a unique website for client, or mimic and existing website if so desired, in a manner that meets or exceeds the needs of Client. In this Agreement, "Work" shall refer to the services and duties that CivicSites is expected to perform for or on behalf of Client pursuant and exclusive to this Agreement.
3) Unless noted otherwise, it shall be presumed that Work noted herein shall be the specific responsibility of CivicSites. Notwithstanding this condition, Client shall assume all responsibilities for any noted or designated Work, or be responsible for designating a third-party organization or person(s) to perform said Work.
4) Except to the extent otherwise specifically stated in this Agreement, or at the specific request of the Client to amend this Agreement, and evidenced by mutual agreement of the parties, CivicSites shall obtain and provide, without additional cost to Client, all labor, materials, equipment, transportation, facilities, services, permits, and licenses required to perform Work.
5) Client may contract with CivicSites for additional consulting, website design or redesign, site modifications or updates, content management, applications, tools, software, search engine optimization, training, graphic design, URL and DNS management, for additional costs and separate and distinct terms and conditions.
6) CivicSites will invoice Client prior to or near the beginning of performing any Work, however, said Work prior to the date at which the newly created Client website is live for general public use and/or access shall be considered prior to the “Go Live” date of the website.
7) Acceptance of this Agreement signifies Client’s approval of any billable time and expense specifically related to travel for training services, including airline travel, car rental, hotel and lodging expenses. Specifically related to onsite training, there shall be no other charges accrued by Client.
8) Initial web based training and up to three (3) additional web based training classes per calendar year for Client will be performed and supplied by CivicSites at no added costs to client
Billing and Payment Terms
9) One half of the total first year annual fee will be invoiced to Client upon completion of initial website design. The remainder of the total first year annual fee will be invoiced to Client upon the date at which the newly created Client website is live for general public use and/or access (“Go Live” date) or no more than 90 days after Service Agreement Start date above. Total amount of annual fee can be found in Appendix A herein.
10) After 48 consecutive service months under these terms, conditions and associated pricing and fees, Client shall be eligible for a complete website redesign at no additional cost to Client. Website redesign services prior to the completion of any 48 month period after any initial design or redesign will result in a one-time charge of $1200.00 (one thousand two hundred dollars).
11) All invoices are due in full to CivicSites within 30 days of invoice date unless otherwise specifically noted in Appendix A herein. Payments not received within 60 days of any invoice date may be grounds for temporary or permanent disruption or termination of services without penalty to CivicSites. Regardless of temporary or permanent termination of services due to lack of payment to CivicSites, Client shall still be liable for all remaining annual costs of service(s).
12) Unless otherwise prohibited by law, all invoiced amounts not paid by Client and fully collected by CivicSites within 60 days of invoice date may be charged an additional late fee not to exceed 10% of the total annual cost of services, regardless of individual invoice amount.
13) Invoicing for consecutive years after the first full year of service by CivicSites shall be invoiced in full on the anniversary of each year on or around the Service Start date noted above.
14) Upon written request of Client, successive annual invoices may be scheduled so as to be coordinated with annual or calendar budgeting periods most convenient to Client.
15) Client acknowledges and agrees that certain services for which Client is contracting hereunder may be rendered by or with third-party providers or partners under contract with CivicSites, and thus the cost of such services hereunder may be dependent upon the financial agreements between CivicSites and such third-party suppliers or providers. Client acknowledges and agrees that the price to Client for the services hereunder may be reasonably adjusted at any time, at the sole discretion of CivicSites to reflect any increases in costs to CivicSites as a result of its financial agreement or partnership with a third-party provider. Client acknowledges and agrees that this Agreement as so modified will continue in full force and effect in its entirety as otherwise provided herein, and that Client will pay any such increased price(s) according to such other payment terms thereof.
Service Agreement Renewal
16) This service Agreement shall remain in effect for an initial period of one yea (12 full months) from the Service Start Date noted above. In the event that neither party gives 60 days notice prior to the end of the initial of any subsequent term, this Agreement will automatically renew for an additional service term of one additional year (12 additional months) and may continue renewing automatically in perpetuity until either party notifies the other party 60 prior to any automatic renewal period that it intends to fully terminated said Agreement at the end of the next service year.
17) Either party may terminate this Agreement at the end of any contract term or renewal term by providing the other party written notice of such intent no later than 60 days prior to the end of any annual service term or renewal term.
18) In the event of early termination of this Agreement by Client, Client forfeits eligibility of any future complimentary redesign services, no data or website content shall be provided to Client for the intent of establishing similar services with any other similar service provider, all administrative access to any and all area of any website or application provided by or on behalf of CivicSites shall be immediately discontinued, and Client shall be responsible for making full payment of any and all remaining annual service fees to CivicSites within 15 day of any such termination.
19) Each year that this service Agreement is in effect, a technology investment and benefit fee of 2 percent (%) of the total annual cost of services may be applied at the discretion of CivicSites.
20) CivicSites will provide unlimited phone support for all administrative users Monday through Friday, 8:00am-6:00pm Eastern Standard Time, excluding all major holidays. Emergency support is available 24 hours per day at an additional cost, outlined in Appendix A herein at the then current rate, for the designated emergency contact personnel noted herein by Client. It is the sole responsibility of Client to ensure that CivicSites always has the most up to date emergency contact information, as request made by individuals other than the designated contact person(s) as noted herein, will not be resolved or responded to until the following business day.
21) Support includes providing technical support of the CivicSites platform, software, application, design, and technical maintenance required to maintain the CivicSites website for Client. While we will attempt to provide support to all third-party applications and integrations to the fullest extent of our abilities, we will generally rely on those third-party entities and/or partners to provide additional and detailed support and training on their specific application where and when it is needed.
22) During the service period of the Agreement, and all subsequent renal terms, CivicSites will, without additional charge to Client, take any and all actions to correct any problems, issues, bugs, glitches or defects discovered in the CivicSites software and reported to CivicSites by Client through the CivicSites helpdesk, located at www.civicsites.com/support. Such warranty shall include ongoing maintenance, upgrades and technical error corrections, including 24/7/365 website monitoring.
23) CivicSites provides built-in website statistics via our proprietary analytical application at no extra charge. If client desires to utilize any other statistical analysis software (such as Google Analytics), CivicSites will work directly with Client to integrate such at no additional cost.
24) Client will work with CivicSites’ Marketing department and/or personnel to make reasonable attempt to gather all required information to meet any deadlines that may be associated with the creation, setup or “Go Live” process of setting up and maintaining the Client website.
25) Client permits CivicSites the option to include any examples of the Client’s website and a link to the Client website on the CivicSites corporate website(s), as well as a reciprocal link from the Client website to the CivicSites corporate website prominently posted in the footer or other acceptable location on the Client website.
26) Client will make a reasonable attempt to work with the CivicSites market department or other CivicSites personnel to create a news item or other marketing or promotional content to be released in conjunction with the projected “Go Live” date. Client will provide CivicSites with contact information for local and regional media outlets for the promotional purpose of the newly released Client website. CivicSites may use any press release or promotional information in any marketing material as desired by CivicSites throughout the term of this Agreement or any subsequent renewal term.
27) Client shall allow CivicSites to display the CivicSites logo, insignia, and hyperlink back to the CivicSites corporate website at the bottom of any and all website pages. Client understands that the pricing and any related discount structure provided under this agreement assumes such perpetual permission.
Intellectual Property, Ownership and Content Responsibility
28) Upon full and complete payment of submitted invoices for the Client website and after the “Go Live” date, Client will maintain ownership and responsibility for all content on the Client website, including but not limited any legally or illegally, prohibited or copyrighted content on the Client website. It shall be the full responsibility of Client to ensure that all content, images, links, videos, document, photographs and any other content placed on or in the Client website meet all requirements of any copyright restrictions or limitations. It shall NOT be the responsibility of CivicSites to monitor any such content on the Client website or for CivicSites to be the reliable notifier of any such copyright infringement or violation.
29) Upon completion of the Client website, and after the “Go Live” date, Client will assume full responsibility for all website content, content maintenance and content administration for the duration of this Agreement and any subsequent renewal terms. CivicSites shall NOT have any responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual ownership or right to use any or all of Client content on the Client website.
30) Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any unauthorized third party the CivicSites software, application, website or any CivicSites partner or third-party applications or integrations in any way; (ii) create Internet hyperlinks to the CivicSites software of “frame”, “iframe” or “mirror” any CivicSites administrative access on any server or wireless or Internet-based device; or (iii) modify or make derivative works base on any CivicSites software or that of any of its partners or third-party applications or integration; (iv) reverse engineer or access any component of the CivicSites software, directly or indirectly owned by CivicSites, in order to (a) build or design any competitive product, application or service, (b) build a product using similar ideas, features, functions or graphics of the CivicSites software, application or any third-party application or integration., or (c) copy any ideas, features, function, or graphics of CivicSites applications, websites, or third-party applications or integrations.
31) The CivicSites logo, name, products, modules, applications and tools are trademarks of CivicSites and no right or licenses is or has been granted to utilize any of them outside of any CivicSites website or application.
32) Each party will (i) protect the other party’s confidential information with the same standard of care it uses to protect its own confidential information; and (ii) not disclose any confidential information, except to affiliated, employees, and agents who need to know it and have agree in writing to keep it confidential. Each party (and affiliates, employees and agents to whom it has disclosed confidential information) may use said confidential information only to exercise rights to fulfill its obligations under this Agreement, while using all standards of reasonable care to protect it. Each party is responsible for any action of its affiliates, employees and agents in violation of this section.
33) Confidential information does not include information that (i) the recipient of the confidential information already knew or should have known; (ii) becomes public knowledge through no fault or actions of the recipient; (iii) was independently developed by the recipient; or (iv) was rightfully given to the recipient by another party
34) Each party may disclose the other party’s confidential information when required by law, but only after it, if legally permissible, (i) uses commercially responsible efforts to notify the other party, and (ii) gives the other party the opportunity to challenge the disclosure.
35) Client is responsible for responding to third-party requests. CivicSites will, to the extent allowed by law and the terms of the third-party request (i) promptly notify the Client of its receipt of the third-party request in a manner permitted by law; (ii) comply with the Client’s reasonable requests regarding its efforts to oppose a third-party request; and (iii) provide the Client with the information or tools required for the Client to respond to the third-party request.
36) In the event of a data breach, intrusion or unauthorized access to Client’s data or any portion of CivicSites’ network, hardware or software, CivicSites will promptly notify Client of said breach, intrusion or unauthorized access, including details of its nature the data compromised, mitigation efforts, and corrective actions being taken by CivicSites.
37) All data uploaded by Client into or created using the services or tools used by Client is solely owned by the Client in perpetuity, and Civic Sites will not access or alter such data unless for the sole purpose of delivering or supporting the services.
38) Client may access and retrieve all Client data stored in Client’s website using the services available at its sole discretion, regardless of who created the content and for what purpose. However, CivicSites will not be responsible for assisting Client in retrieving or copying its own data, and all such actions must be performed solely by the Client, and only through the web tools and processes created and made available to Client for such purposes. No FTP server access or network access will be permitted or configured at any time, and no clones or copies of server hard drives or backups will be shared directly with Client.
39) Although CivicSites may, at its own discretion, keep copies of any and all data for internal and or testing purposes, regardless of who created or owns said data, CivicSites will permanently delete all data and copies of data from its system when a Client ceases to utilize the services of CivicSites.
40) As used in this Agreement, “Charges” means any claims, judgements, costs, damages, losses, demands, liabilities, duties, obligations, fine, penalties, royalties, settlements and expenses (included without limitation within “Charges” are (i) interest and reasonable attorney’s fees assessed as part of any such ietm, and (ii) amount for alleged violations of any environmental law, regulation, ordinances, rules or orders.) . “Indemnitees” means Client and its officers, officials, employees, agents and contractors, excluding CivicSites
41) To the maximum extent allowed by law, CivicSites shall defend, indemnify and save harmless Indemnitees from and against all Charges that arise in any manner from, in connection with, or out of this Agreement as a result of acts or omissions of CivicSites or subcontractors, partners, affiliates or anyone directly or indirectly employed by any of them or anyone for whose acts any them may be liable. In performing its duties under this Agreement, CivicSItes shall at its sole expense defend Indemnitees with legal counsel reasonably acceptable to the Client.
42) Nothing in this Agreement shall affect any warranties in favor of Client that are otherwise provided in or arise out of this Agreement. This section is in addition to and shall be construed separately from any other indemnification provisions that may be in this Agreement.
43) This Agreement, with the exception of service terms, shall remain in full force and affect despite termination of this Agreement (whether by expiration of the term of services, breach of any term or provision herein, or otherwise) and termination of the services of CivicSites under this Agreement for any reason.
44) CivicSites will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the services received by the Client. CivicSites will not be liable for any direct or indirect failure of performance that is caused by of the result of any act or omission by Client or entity other than CivicSites that furnishes services, facilities, or equipment used in connection with CivicSites services or facilities.
45) Except as expressly provided by this Agreement, CivicSites makes no expressed or implied representations or warranties, including warranties regarding merchantability or fitness for a particular cause.
46) No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond the control of CivicSites.
48) It is the policy of CivicSites to pass through any sales tax in those jurisdictions where such tax is required. If the Client is tax-exempt, the Client must provide CivicSites proof of their tax-exempt status with fifteen (15) day of the Date of Service, otherwise Client will be responsible for paying any associated taxes for services provided by CivicSites. If the Client’s state taxation law change, the Client will begin to be charged sales tax in accordance with their jurisdiction’s tax requirements, and CivicSites has the right to collect payment from the Client for any past due taxes.
49) All notices and other communications required or permitted by this Agreement shall be in writing and shall be given by personal delivery, fax, UPS, Federal Express, or certified United States mail, return receipt requested, addressed as follows. The parties are also requested, but not required, to send a copy by electronic mail (email).
To the Client:
See address in Appendix A
113 Citadel Circle
Jupiter, FL 33458
A change of address, fax number, phone number, or person to receive notice may be made by either party by notice given to the other party. Any notice or other communication under this agreement shall be deemed given and sent at the same time of actual delivery, if it is personally delivered or sent by fax or email. If the notice or other communication is sent by United States mail or other mail courier, it shall be deemed given upon the third calendar day following the day on which such notice or other communication is deposited with the United States postal service or other courier service or upon actual delivery, whichever first occurs.
50) CivicSites (the Contractor) represents and covenants that any contractor and subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Caroline General Statutes (NCGS). In this E-Verify compliance section, “contractor”, “its subcontractors” and “comply” shall have the meanings intended by NCGS 160A-20.1(b). Client is relying on this section in entering into this Agreement. The parties agree to this section only to the extent authorized by law. If this section is held to be unenforceable or invalid in whole or in part, it shall be deemed amended to the extent necessary to make this agreement comply with NGCS 160-A-20.1(b)
51) This Agreement shall be deemed made in Palm Beach County, Florida. This Agreement shall be governed by and construed in accordance with the law of the State of Florida. The exclusive forum and venue for all actions arising out of this Agreement shall be the State of Florida General Court of Justice in Palm Beach County, Florida. Such actions shall neither be commenced in nor removed to any federal court or other state court of law. This subsection (i) shall noty apply to subsequent actions to enforce a judgement entered in actions heard pursuant to this subsection. If CivicSites is not a natural person (for instance, CivicSites is a corporation or limited liability company), this subsection applies. “Agent for Service of Process” means any person now or hereafter appointed by CivicSites to be served or to accept service of process in any State of the United States. Without excluding any other method of service authorized by law, CivicSites agrees that every Agent for Service of Process is designated as its non-exclusive Agent for Service of Process, summons, and complaint. CivicSites will instruct Agent for Service of Process that after such agent receives the process, summons, or complaint, that such agent shall promptly send it to CivicSites. This subsection does not apply while CivicSites maintains a reregistered agent in Florida with the office of the Florida Secretary of State and such registered agent can be found with due diligence at the registered office.
52) No action of failure to act by Client shall constitute a waiver of its rights or remedies that arise out of this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing.
53) Nothing contained in this Agreement shall be deemed or construed so as to in any way stop, limit or impair the Client from exercising or performing any regulatory, policing, legislative, governmental or other powers or functions.
54) If any provision of this Agreement shall be unenforceable, the remainder of this shall be unaffected and shall remain enforceable to the extent permissible by law.
55) Without the Client’s consent CivicSites shall not assign (which means to delegate) any of its rights (including the right to payment) or duties that arise out of this agreement. Notwithstanding of this, CivicSites reserves the right to assign its right, interests or obligations defined in this Agreement at any time to any successor or acquirer of its business or assets. The Client shall consent to an assignment without by the Client’s council. Unless Client otherwise agrees in writing, CivicSites and all assignees shall be subject to all of the Client’s defenses and shall be liable for all of the CivicSites duties that arise out of this Agreement and all of the Client’s claims that arise out of this Agreement. Without granting CivicSites the right to assign, it is agreed that the duties of CivicSites that arise out of this Agreement shall be binding upon it and its heirs, personal representatives, successors, and assigns.
56) In performance of all Work, CivicSites shall comply with all applicable state and federal laws.
57) THE CLIENT OPPOSES DISCRIMINATION ON THE BASIS OF RACE, SEX, RELIGION, AND POLICTIAL AFFILIATION, AND URGES CIVICSITES TO PROVIDE A FAIR OPPORTUNITY FOR MINORITEIS AND WOMAN TO PARTICIPATE IN THE WORKPLACE AND WORK FORCE INCLUDING ALL VENDORS, SUNCONTRACTORS AND PARTNERS UNDER THIS AGREEMENT.
58) During the performance of this Agreement, CivicSites agrees as follows: (i) CivicSites shall not discriminate against any employee, applicant, vendor, subcontractor or partner on the basis or implication of race, color, religion, sex, national origin, political affiliation, beliefs, age, or handicap. CivicSites shall take affirmative action to ensure that applicants are employed and that employees are treated equally during employment, without regard to race, religion, color, religion, sex, national origin, political affiliation, beliefs, age, or handicap. Such action shall be limited to the following: employment, upgrading, demotion, transfer recruitment, or advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CivicSites shall post in conspicuous places, available to employees and applicants for employment, notices setting forth these EEO provisions. (ii) CivicSites shall in all solicitations or advertisements for employees placed by or on behalf of CivicSites, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, political affiliation, beliefs, age, or handicap. (iii) CivicSites shall send a copy of the EEO provisions to any local labor union or representative of workers with which it has a collective bargaining agreement or other agreement or understanding. (iv) In the event of CivicSites’ noncompliance with these EEO provisions, the Client may cancel, terminate, or suspend this Agreement in whole or in part, and the Client may declare that CivicSites is ineligible for further Client Agreements. (v) Unless exempt by the Client’s council, CivicSites shall include these EEO provisions in every purchase order for good and services to be used in performing this Agreement and in every sub-agreement related to this Agreement so that these EEO provisions will be binding upon such subcontractors, vendors and partners.
59) The Agreement, in whole and in part, is intended for the benefit of the Client and of CivicSites, and not for any other person, party, partner, subcontractor or vendor.
60) (i) The singular includes the plural and the plural the singular. The pronouns “it” and “its” include masculine and feminine. References to statutes or regulations include all statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation. References to the Agreement and Agreements shall be deeded to include all amendments to them. The words “include”, “including”, etc., mean include, including, etc., without limitation. (ii) References to a “Section” or “section” shall mean a section of this Agreement. (iii) “Agreement” and “agreement” whether or not capitalized shall refer to this document or instrument in its entirety. (iv) “Duties” and “duties” includes obligations. (v) The word “person” includes natural persons, firms, organizations, firms, companies, associations, partnerships, trusts, corporations, governmental agencies, departments, branches and sectors, and other legal entities. (vi) The word “shall” and “Shall” is mandatory with our variation. (vii) The word “day” or “Day” means a calendar day consisting of one (1) 24 hour period. (viii) The word “work” and “Work” is defined in section 2 herein. (ix) A definition in this Agreement will not apply to the extent that the content requires otherwise.
61) A modification of this Agreement is not valid unless signed by both parties and otherwise in accordance with the requirements of law. Further, a modification is not enforceable against the Client or CivicSites unless it is signed by a duly authorized signee on behalf of Client. This Agreement contains the entire Agreement between the parties pertaining to the subject matter of this Agreement, and no other document, proposal, email, website, advertisement, promotion, conversation (verbal, written, or implied) shall be construed or considered to be a component, extension, or reference of or to this Agreement in any way. With respect to this Agreement, there are no promises, conditions, inducement, warranties, or understandings, written, oral or implied, or expressed between the parties other than as set forth herein and or referenced in this Agreement.
62) To the extent, if any, the Client has the power to suspend or terminate this Agreement of CivicSites’ services under this Agreement, that power may only be exercised by the Client Manager or designee without Client Council action.
Trade Secrets and Confidentiality
63) All requests for proposal (RFP) sections titled “Trade Secret and Confidential”, or otherwise implied or expressed as such, shall apply to any Trade Secrets disclosed to the Client during the process of leading to the parties entering into this Agreement (including all of CivicSites responses to RFP or advertisements). This section (titled “Trade Secrets and Confidentiality”) shall remain in full force and effect despite termination of this Agreement (whether by expiration of the term or otherwise) and the termination of the service of CivicSites under this Agreement. For the purposes of this Agreement, the word “candidate” in any RFP section shall be understood as referring to and or meaning “CivicSites”.
By selecting the "Confirm Order" button below and herein, you are signing this Agreement electronically. You agree that your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "Confirm Order" you consent to be legally bound by this Agreement's terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide CivicSites, or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures, renewals, extensions or conditions constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually physically signed by you in writing with a physical pen and paper or other generally approved legally binding utensil. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and CivicSites. You also represent that you are fully authorized to enter into this Agreement for all persons and entities who manage or are employed by the institution which you represented at the time of this electronic purchase and that all such persons and entities will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in obtaining CivicSites services constitutes your agreement to be bound by any and all terms and conditions of the Service Agreement located herein as they exist on the date of your E-Signature below.
IN WITNESS WHEREOF, the Client, whose legal name and affiliation are at the top of this electronic document, have caused this contract to be fully executed under seal or by their duly appointed assigned and authorized agents or officers.