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CM-2025-106 - 4/18/2025ORDER FORM Organization ____________________________Contact ____________________________ Address ____________________________Phone ____________________________ ____________________________Email ____________________________ Services Please check below all that apply. All checked services are collectively the “Services”. X Application Data Imports X Integration Translations Online Registration Protection Plan Service Term The initial term of this Agreement will be _36_________ months, subject to early termination as provided herein (the “Term”). YEAR 1 Service Monthly Price Months Total Setup Fee $ _2,000.00___ $ _2,000.00___ Rush Fee $ _0.00_______$ _0.00_______ Training Fee $ _500.00_____$ _500.00_____ Application $ _395.00______12_________$ _4,740.00___ Data Imports $ _0.00________12_________$ _0.00_______ Immunizations $ _0.00________12_________$ _0.00_______ Integration $ _100.00______12_________$ _1,200.00___ Translations $ _0.00________12_________$ _0.00_______ YEAR 1 TOTAL $ _8,440.00___ City of Round Rock Mary Hemenes 221 E Main Street Round Rock, Texas 78664 +1 (512) 341-3383 mhemenes@roundrocktexas.gov YEAR 2 Service Monthly Price Months Total Application $ _415.00______12_________$ _4,980.00___ Data Imports $ _0.00________12_________$ _0.00_______ Immunizations $ _0.00________12_________$ _0.00_______ Integration $ _100.00______12_________$ _1,200.00___ Translations $ _0.00________12_________$ _0.00_______ YEAR 2 TOTAL $ _6,180.00___ YEAR 3 Service Monthly Price Months Total Application $ _435.00______12_________$ _5,220.00___ Data Imports $ _0.00________12_________$ _0.00_______ Immunizations $ _0.00________12_________$ _0.00_______ Integration $ _100.00______12_________$ _1,200.00___ Translations $ _0.00________12_________$ _0.00_______ YEAR 3 TOTAL $ _6,420.00___ FEE SUMMARY Year Total 1 $ _8,440.00___ 2 $ _6,180.00___ 3 $ _6,420.00___ CONTRACT TOTAL $ _21,040.00__ Organization has a Service Capacity of _750________ profiles within a twelve (12) month period starting on the Effective Date, and will pay a $ _10.00______ fee for each additional registered profile beyond the Service Capacity (the “Additional Profile Fee”). Additional Profile Fees are invoiced monthly for each additional registered profile beyond the Service Capacity that is newly registered that month. Organization must deactivate profiles before their start date to exclude them as a billable profile. All active profiles, and profiles deactivated after a start date, will be counted towards the Service Capacity. Registration Fees If the Online Registration service is selected, the following merchant processing fees will be charged (the “Merchant Processing Fees”): Payment Method Variable Flat Credit Card ____________ % $ ____________ per successful charge ACH ____________ % $ ____________ per successful transfer If Organization has more than 5 credit card inquiries and/or chargebacks within a twelve (12) month period, DocNetwork reserves the right to charge Organization a $15.00 fee per inquiry/chargeback. Organization agrees to process an annual minimum of $ ________________ through the Online Registration service (the “Minimum Processing Amount”). If Organization does not meet the Minimum Processing Amount in a given year, Organization shall nonetheless pay 1% of the difference between the Minimum Processing Amount and the actual amount processed (“Minimum Processing Fees”). For example only, if the Minimum Processing Amount is $500,000 but Organization only processes $100,000 in a given year, Organization shall nonetheless pay the Minimum Processing Fees calculated as 1% X $400,000. Method of Payment DocNetwork will invoice and automatically charge the Organization monthly, in arrears, for any, Monthly Fees, Additional Profile Fees, and Data Retrieval Fees, and annually, in arrears, for any Setup Fees and Minimum Processing Fees. Full payment for all invoices must be received by DocNetwork thirty (30) days after the invoice date. NAME ON ACCOUNT __________________________________________ ACCOUNT TYPE __________________________________________ ROUTING NUMBER __________________________________________ ACCOUNT NUMBER __________________________________________ BILLING ADDRESS __________________________________________ __________________________________________ Implementation The implementation and configuration time for the Organization will be determined by DocNetwork, and will depend on the unique needs and scope of services required by the Organization. The Organization is expected to review the test account provided to them in the agreed upon timeline, and any delays in the review process by the Organization or changes to the scope after the test account was created may delay the launch date. Additional Setup Fees and Rush Fees (the “Implementation Fees”) may be assessed should the Organization request modifications by DocNetwork throughout the Service Term. AGREEMENT This agreement (“Agreement”) is entered into on ______________________________________, (the “Effective Date”) between DocNetwork, Inc. with offices at 5430 Data Court, Suite 250, Ann Arbor, Michigan 48108 (“DocNetwork”), and the Organization listed above (“Organization”). This Agreement includes and incorporates the above Order Form, as well as the accompanying Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. Each party’s acceptance of this Agreement was and is expressly conditional upon the other’s acceptance of the terms contained in this Agreement to the exclusion of all other terms. DocNetwork, Inc. By ______________________________ By ______________________________ Name ______________________________ Name ______________________________ Title ______________________________ Title ______________________________ City of Round Rock TERMS AND CONDITIONS 1.SERVICES AND SUPPORT 1.1 Subject to the terms and conditions of this Agreement, DocNetwork will use commercially reasonable efforts to provide Organization with access to the Services through the internet. The Services are subject to modification from time to time at DocNetwork’s sole discretion, for any purpose deemed appropriate by DocNetwork. DocNetwork will use reasonable efforts to give Organization prior written notice of any such modification. 1.2 DocNetwork will undertake commercially reasonable efforts to make the Services available twenty- four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, DocNetwork reserves the right to suspend Organization’s access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Organization is in breach of this Agreement, including failure to pay any amounts due to DocNetwork. 1.3 Subject to the terms hereof, DocNetwork will provide reasonable support to Organization for the Services from Monday through Friday during DocNetwork’s normal business hours. 1.4 DOCNETWORK DOES NOT PROVIDE MEDICAL CARE. IT IS IMPORTANT TO UNDERSTAND THAT THE SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY US. DOCNETWORK IS NOT A LICENSED MEDICAL CARE PROVIDER AND DOES NOT ACT IN A HEALTH CARE PROFESSIONAL CAPACITY. BY USING THE SERVICES, CUSTOMER ASSUMES AND BEARS SOLE RESPONSIBILITY FOR PROPER MEDICAL TREATMENT AND ADMINISTRATION OF MEDICATIONS, INCLUDING ALL DECISIONS TO SECURE PROPER TREATMENT FOR BOTH ROUTINE HEALTH CARE AND EMERGENCY SITUATIONS, INCLUDING BUT NOT LIMITED TO, ORDERING TESTS, LABS, X-RAYS, DECISIONS TO HOSPITALIZE, INJECTIONS, ANESTHESIA, OR SURGERY FOR ANY INDIVIDUAL. DOCNETWORK DOES NOT GUARANTEE THE ACCURACY OF ANY INFORMATION CONTAINED IN OR ACCESSED THROUGH THE SERVICES. CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY FOR ANY MEDICAL OR MEDICATION ERRORS OR MISTAKES THAT MAY OCCUR, AND ANY MEDICAL DECISIONS MADE IN RELIANCE ON ANY INFORMATION CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING ANY BODILY INJURY, DEATH OR OTHER DAMAGES INCURRED AS A RESULT. 2.RESTRICTIONS AND RESPONSIBILITIES 2.1 Access to the Services may require the Organization to install certain software applications. Organization agrees to be bound by any End-User Software Agreements that govern the installation and use of such client software applications. 2.2 Organization will not, and will not permit or authorize any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Services or Software; (iii) use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal use for its own internal benefit; (iv) use the Software or Services in any infringing, defamatory, harmful, fraudulent, illegal, deceptive, threatening, harassing, or obscene way; or (v) use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws, regulations and rights (including but not limited to those related to privacy (including, without limitation, in Europe), intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation). Specifically, but without limitation, Organization will not use the Services for any marketing purpose, including without limitation, to send marketing text messages, and will comply with the notice, “opt out” and other provisions of the following California laws: California Business and Professions Code Sections 17538.4 and 17538.45. 2.3 Organization will cooperate with DocNetwork in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as DocNetwork may reasonably request. Organization will also cooperate with DocNetwork in establishing a password or other procedures for verifying that only designated employees of Organization have access to any administrative functions of the Services. 2.4 Organization will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Organization may change the individual designated as Primary Contact at any time by providing written notice to DocNetwork. 2.5 Organization may (i) invite individuals to use the Services by distributing to those individuals the specific links provided to Organization by DocNetwork, or (ii) provide DocNetwork a list of the individuals to be invited to the Services and their contact information. By providing DocNetwork with the list as set forth in (ii), Organization represents and warrants that it has obtained all necessary rights and consents from each such individual both to provide DocNetwork with such information and to allow DocNetwork to use such information in connection with the Services and/or in accordance with the terms of its Privacy Policy. Organization acknowledges and agrees that it is Organization’s responsibility to maintain and monitor the accuracy of a list of individuals to whom Organization has distributed such links, and DocNetwork will have no liability or responsibility for any errors (or any claims arising from such errors) in the accuracy of the foregoing lists. If at any time Organization becomes aware (i) that any individual on the Services claiming to be affiliated with Organization is not affiliated with Organization, or (ii) of any inaccuracy relating to Organization’s information, Organization will immediately notify DocNetwork. 2.6 Organization hereby agrees to indemnify and hold harmless DocNetwork against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Agreement or otherwise from Organization’s use of Services. Although DocNetwork has no obligation to monitor the content provided by Organization or Organization’s use of the Services, DocNetwork may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.7 Organization will be responsible for maintaining the security of Organization account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Organization account with or without Organization’s knowledge or consent. 2.8 Organization further acknowledges, agrees to and is bound by the Terms of Use and Privacy Policy on DocNetwork’s website (as they may be updated from time to time), except to the extent expressly and directly in conflict with the terms hereof. If Organization elects to participate in the Online Registration services, Organization also agrees to the payment processing terms at www.docnetwork.org/payment-processing, as modified from time to time. If the Organization participates in the Online Registration services, the Protection Plan is required and cannot be deactivated. 2.9 Organization acknowledges and agrees that the Services operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). DocNetwork is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Organization is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. DocNetwork does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Organization and a third party provider is solely between Organization and such third party provider and is governed by such third party’s terms and conditions. 2.10 DocNetwork reserves the right to limit Data Imports for the Organization that exceeds a usage allowance of one (1) Data Import per day, or that appears to be abusive or is unduly burdensome to DocNetwork. 3.CONFIDENTIALITY 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). 3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees and/or contractors with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, DocNetwork may aggregate or anonymize data and use such aggregated or anonymized data to evaluate and improve the Services and otherwise for its business purposes. 3.3 Organization acknowledges that DocNetwork does not wish to receive any Proprietary Information from Organization that is not necessary for DocNetwork to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, DocNetwork may reasonably presume that any unrelated information received from Organization is not confidential or Proprietary Information. 3.4 Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors. 4.INTELLECTUAL PROPERTY RIGHTS 4.1 Except as expressly set forth herein, DocNetwork alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Organization or any third party relating to the Service and/or the Software, which are hereby assigned to DocNetwork. Organization will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Organization any rights of ownership in or related to the Service or Software, or any intellectual property rights. 4.2 Organization hereby grants to DocNetwork and its contractors a worldwide, non-exclusive, royalty-free license to use, copy, store, archive, access, process, create derivative works of, reproduce, perform, display, modify, distribute and transmit (“Use”) Organization Data as necessary to provide the Services to Organization. “Organization Data” means all data, information and other materials (a) submitted or made available by Organization (or the individuals that Organization permits to use the Services (the “Individual”)) to DocNetwork or the Services or (b) transmitted by Organization to DocNetwork and/or collected by or on behalf of DocNetwork regarding Organization’s or Individual’s use of the Services, but in all cases excluding De-Identified Data and Aggregate Data (defined below). Furthermore, Organization hereby grants DocNetwork a worldwide, non-exclusive, perpetual and irrevocable right and license (i) to Use de-identified Organization Data sets (“De-Identified Data”), (ii) to create de-identified compilations and analyses of Organization Data that is combined with data from numerous other customers and third party data sources (“Aggregate Data”), (iii) to create reports, evaluations, benchmarking tests, studies, analyses and other work product from De-Identified Data and Aggregate Data (“Analyses”), and (iv) to create, develop and enhance algorithms and other generally available tools in connection with the Services, Software, De-Identified Data, Aggregate Data and Analyses. DocNetwork will not (nor will it authorize any third party to) (i) distribute De-Identified Data, Aggregate Data and Analyses in a manner that is identifiable as Organization Data, including by disclosing any Organization Data to any third party in any way that identifies (or can be used to identify) Organization, or associate Organization with any Organization’s end users, employees or contractors or any details regarding its or their use of the Services; or (ii) provide the Organization Data to a third party for such third party to use for its own benefit. 4.3 If DocNetwork receives any notice or claim that any Organization Data, or activities hereunder with respect to any Organization Data, may infringe or violate rights of a third party (a “Claim”), DocNetwork may (but is not required to) suspend activity hereunder with respect to that Organization Data and Organization will indemnify DocNetwork from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. 5.PAYMENT OF FEES 5.1 Organization will pay DocNetwork the applicable fees as set forth on the Order Form (the “Fees”). If Organization use of the Services exceeds the Service Capacity set forth on the Order Form, Organization will be invoiced at the end of each calendar month for the excess usage over the Service Capacity, at the rate set forth on the Order Form, and Organization agrees to pay the additional fees without any right of set-off or deduction. To the extent applicable, Organization will pay DocNetwork for additional services, such as integration fees or other consulting fees. All payments will be made in accordance with the Payment Schedule and the Method of Payment. If not otherwise specified, payments will be due within thirty (30) days of invoice and are nonrefundable. 5.2 Unpaid Fees are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Organization agrees to pay such taxes (excluding US taxes based on DocNetwork’s net income) unless Organization has provided DocNetwork with a valid exemption certificate. In the case of any withholding requirements, Organization will pay any required withholding itself and will not reduce the amount paid to Organization on account thereof. 6.TERMINATION 6.1 Subject to earlier termination as provided below, this Service Agreement is for the Service Term as specified in the Order Form. 6.2 In the event of any material breach of this Agreement (including any failure to pay), the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days (or ten (10) days in the case of nonpayment) prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such notice period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. 6.3 Upon written request by Organization within fourteen (14) days following termination or expiration of this Agreement, DocNetwork will make Organization Data available to Organization through the Services on a limited basis solely for purposes of Organization retrieving Organization Data. After such fourteen (14) day period, should Organization require access to the Organization Data for the purpose of retrieving Organization Data, Organization shall pay a data retrieval fee of $250.00 per request (the “Data Retrieval Fee”). Notwithstanding anything else, after the first anniversary of the termination or expiration of this Agreement, DocNetwork will have the right to delete all Organization Data. In addition, if any Individual requests at any time deletion of his, her or its data, DocNetwork will notify Organization of such deletion request, and Organization will have ten (10) days to retrieve such Individual’s data. After such ten (10) day period, DocNetwork will have the right to delete such Individual’s data in accordance with its Terms of Use and Privacy Policy. 6.4 All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability. 7.CLIENT SOFTWARE SECURITY DocNetwork represents and warrants that it will not knowingly include, in any DocNetwork software released to the public and provided to Organization hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, DocNetwork fails to comply with the warranty in this Section, Organization may promptly notify DocNetwork in writing of any such noncompliance. DocNetwork will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Organization with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Organization may terminate this Agreement upon thirty (30) days prior written notice as its sole and exclusive remedy for such noncompliance. 8.WARRANTY DISCLAIMER EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DOCNETWORK PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. DOCNETWORK (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 9.LIMITATION OF LIABILITY IN NO EVENT WILL DOCNETWORK (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF DOCNETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF DOCNETWORK, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS ($10,000), OR (ii) THE FEES PAID TO DOCNETWORK HEREUNDER IN THE TWELVE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10.U.S. GOVERNMENT MATTERS Notwithstanding anything else, Organization may not provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Organization acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by SP are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 11.MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Organization except with DocNetwork’s prior written consent. DocNetwork may transfer and assign any of its rights and obligations under this Agreement with written notice to Organization. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Organization does not have any authority of any kind to bind DocNetwork in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. DocNetwork will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of Michigan, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in Washtenaw County, Michigan, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. Organization agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by DocNetwork. DocNetwork is permitted to disclose that Organization is one of its customers to any third-party at its sole discretion, and Organization hereby grants DocNetwork a non-exclusive license to use Organization’s name and/or logo for DocNetwork’s marketing purposes.