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HomeMy WebLinkAboutC24-199 Cameyo 759464832.1 CAMEYO MASTER SERVICES AGREEMENT WITH EAGLE COUNTY, COLORADO This Master Services Agreement (“Agreement”) relates to and governs each Order (as defined in Section 1.1 below) and constitutes a binding agreement by and between Cameyo, Inc. (the “Company”), a Delaware corporation with its principal place of business at 5000 Centre Green Way, Suite 500, Cary, NC 27513, and Eagle County, Colorado, a body corporate and politic (“Client”). This Agreement takes effect on the Effective Date as defined below. Client accepts this Agreement (as offered by Company) and agrees to be bound the terms of the same by: (a) using the click-through or other acceptance mechanism specified by Company in connection with its offer, or (b) accepting any Company quotation or completing and submitting any Company order form that references this Agreement or that Company has (at the time) otherwise informed Client is subject to this Agreement. The date on which such acceptance first occurred is the “Effective Date.” The Client’s employee or other representative performing any of the above represents and warrants that such person is authorized to bind Client to this Agreement. 1. Orders 1.1. Definition. For purposes of this Agreement, an “Order” means: (a) a quotation issued by Company in writing to Client and accepted by Client, or a completed Company order form submitted by Client and accepted by Company, that references this Agreement by URL, attachment, or otherwise, or that Company has otherwise advised Client (prior to Client’s acceptance or submission of the same) is subject to this Agreement, and (b) any other order for Company’s cloud-based services that becomes subject to this Agreement pursuant to Section 1.3 below. 1.2. Applicability; Acceptance. To the extent of any conflict, this Agreement will govern and supersede the terms of any Order, unless and only to the extent that the parties have expressly agreed otherwise in a signed writing that identifies the particular provisions of this Agreement that are meant to be superseded. In addition, and without limiting the foregoing, any purchase order or other authorization issued by Client in response to a Company quotation will operate as Client’s acceptance of the quotation, and any additional or conflicting terms included in such Client document are hereby rejected by Company and will be void and without effect except to the extent (if any) that Company expressly and specifically agrees to such other terms in writing. 1.3. Prior Agreements and Orders. If Company and Client were parties to a prior master services agreement or other contract for Company’s cloud-based services and/or ancillary services or products immediately prior to the Effective Date (collectively, the “Prior Agreement”), then by entering into this Agreement, the parties mutually agree that: (a) such Prior Agreement is hereby terminated and replaced by this Agreement as of the Effective Date, and (b) any outstanding order for Company’s services or products under the Prior Agreement is now subject to this Agreement, and is deemed to be an Order hereunder, as to any portion of the services, products, and/or payment obligations that remain unfulfilled under that order. DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 2. Services Provided. 2.1. Hosted Services. Company shall provide the Client nonexclusive access, on a hosted-services basis, to Company’s virtual application delivery platform and/or associated services as identified in the applicable Order (collectively, the “Services”) pursuant to, and subject to Client’s continuing compliance with, the terms and conditions set forth in this Agreement and such Order, including but not limited to: (a) the acceptable use policies set forth in this Agreement, and (b) any limitations or restrictions specified in the Order on the quantity or identity of end users and/or the duration, volume, or scope of permitted use. 2.2. Support. Company’s technical support obligations are as set forth in Section 5. 2.3. Software. To the extent, if any, that Company delivers any client-side software to Client in connection with the Services, Company grants Client a limited, nonexclusive license to install and use the same on Company’s appropriate computer equipment solely in connection with (and during the period of) its authorized use of the Services, all subject to the terms and conditions of this Agreement and the applicable Order. 2.4. Authorized Users. Unless otherwise specified in the Order, personnel, customers, and other end-users authorized by Client in compliance with this Agreement may exercise Client’s rights granted above on Client’s behalf; provided, however, that Client will ensure that all personnel, customers, and other users accessing the Services under Client’s account or access credentials comply with the applicable terms and conditions of this Agreement, and Client will be responsible for their acts and omissions in relation to the Services or associated software as if they were Client’s own acts or omissions. 2.5. Related Resources. Customer is responsible for procuring and maintaining all computer hardware and software, internet connectivity, and other resources necessary for it and its users to connect to and make use of the Services. Client further acknowledges that the Services may facilitate Client’s and its users’ installation, storage, deployment, dissemination, access, or use of third-party software and services, and Client (rather than Company) is responsible for obtaining (at its own expense) and complying with all licenses and other permissions that may be necessary or appropriate for the same. 2.6. Ownership, Restrictions, and Feedback. As between the parties, Company retains sole and exclusive ownership of the Services and any software furnished or used by Company in connection with the Services (“Software”), and all intellectual property rights therein. Client’s rights with respect to the same are limited to the rights expressly granted above. Client will not access or use the Services or Software for purposes of developing or testing any competing product or service, nor will Client attempt to reverse engineer the Services or Software (provided, however, that this restriction will not apply to the extent, if any, that restrictions on reverse engineering are prohibited by applicable local laws). If Client or any of its personnel or customers provides Company with any suggestions, feature requests, or other feedback in relation to the Software or Services, Company will be free to use (or not use) the same in any manner and without compensation or other obligations to Client or such personnel or customers. DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 3. Fees and Payment 3.1. Obligation. As consideration for Company’s provision of the Services pursuant to this Agreement, Client agrees to pay fees for the Services and, if applicable, for support or other ancillary services, as set forth in the Order (or, in the case of renewals, the applicable fees as described in Section 3.3 below) not to exceed $15,000. Client shall pay all invoices, in US dollars, within 30 days after Client receives the applicable invoice. 3.2. Late Payments. Unpaid or overdue amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate suspension or termination of Services. 3.3. Taxes. Fees set forth in the Order are before any applicable sales, use, excise, transaction, or other similar taxes. Client will be responsible for any such taxes that may apply. 3.4. Pricing Changes. Company reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of any initial service period or then-current renewal period, provided Client is informed in writing and given at least 30 days thereafter to elect non-renewal if the change is not acceptable to Client. 4. Term, Renewal, and Termination 4.1. Agreement Term. This Agreement commences as of the Effective Date and will continue thereafter until terminated as permitted herein. For clarity, termination of this Agreement will also terminate any then-outstanding Order. 4.2. Order Term. Each Order will be effective for the service period specified therein, as such service period may be extended, renewed, or terminated in accordance with this Agreement and/or the applicable Order. 4.3. Order Renewal. Unless otherwise stated therein, each Order will automatically renew after its initial service period for successive renewal periods of 12 months each, unless and until either party notifies the other of non-renewal at least 30 days in advance, in which case the Order will expire at the end of the then-current service period or renewal thereof. 4.4. Termination. In addition to the termination rights set forth elsewhere in this Agreement: (a) either party may terminate this Agreement by written notice to the other party if no Order is in effect as of the specified termination date; (b) either party may terminate this Agreement, or any affected Order(s), for a material breach by the other party that remains uncured more than 30 days after receiving written notice of the breach (with the understanding that any default in Client’s payment obligations will be deemed a material breach for purposes of this clause); (c) either party may terminate this Agreement upon written notice if the other party becomes insolvent, voluntarily commences a case (or becomes subject to an involuntary case that is not dismissed within 60 days) under Chapter 11 of the US Bankruptcy Code DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 or successor laws, makes an assignment for the benefit of creditors, or has a receiver or other custodian appointed for such party or for all or substantially all of its assets; and (d) Company may terminate this Agreement upon at least 60 days’ written notice if Company undergoes an acquisition or other change of control. 4.5. Effects of Termination. Upon termination by Client for cause, at Client’s request, Company agrees to transfer the most recent Client data then stored by Company as part of the Services (if any) to Client or to a third party chosen by Client. The transfer shall be provided in a format acceptable to Client. Otherwise, Client’s access to (and Company’s obligation to provide) the Services under any Order will automatically terminate, and Client shall cease using such Services and associated Software, upon any expiration or termination of such Order or this Agreement. 4.6. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 5. Support 5.1. Obligations. During each applicable service period for the Services, subject to Client’s payment of all applicable fees, the Company shall provide the Client with technical support and assistance to identify and correct problems with the Services (“Support”). The particular scope of and fees for Company’s Support services, and any associated response-time targets or other service levels, vary based on the Support tier indicated in the Order. The details of these tiers are as outlined in Company’s published Support policy in effect at the time of the Order or the applicable renewal thereof (the “Support Policy”). A current copy of the Support Policy is posted at https://helpcenter.cameyo.com/support/solutions/articles/80001100229-cameyo-support- services-overview. If the Order does not specify a particular Support tier, Company’s standard Support tier will apply. 5.2. Support Requests. To ensure each issue is logged and tracked properly, Client must submit support requests in the manner (e.g., by email) and using the contact information specified in the Support Policy for the relevant Support tier. Client acknowledges that failure to use the specified methods may result in Support delays. 5.3. Exclusions. Professional services, customized development, training, and other services that are not specifically outlined in the Support Policy are not included in Support, are not required to be provided by Company, and (if provided) may be subject to additional fees. 6. Confidentiality and Client Data 6.1. Definition. “Confidential Information” means (subject to the exclusions below) any non- public information relating to the business, products, services, or technologies of a party to this Agreement that is designated in writing as Confidential Information by such party prior to being disclosed or made available to the other party in connection with the Services or this Agreement. Company’s Confidential Information includes, without limitation, any non- public information regarding features, functionality, performance, and pricing of the DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 Services that is designated as Confidential Information prior to such information eing disclosed or provided to Client. 6.2. Obligations. The receiving party will use the same care to protect the other party’s Confidential Information as it uses for its own similar information, but no less than reasonable care, will not disclose Confidential Information to any third party without prior written authorization, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly granted under this Agreement. The receiving party will promptly return or destroy (and certify the destruction of) the other party’s Confidential Information upon request by the discloser in connection with expiration or termination of this Agreement. 6.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party, (b) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records, or (c) was independently developed by the receiving party without violation of this Section 6. If a receiving party is required to disclose Confidential Information by law, the receiving party will promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure, but will otherwise not be in violation of this Section 6 on account of making the required disclosure. 6.4. Client Data. The parties further acknowledge that Client and, where applicable, its customers and other end-users retain any ownership or other interests it or they may have with respect to the data that it or they furnish for processing by the Services and any unique output data that the Services generate for Client based on such data (collectively, “Client Data”). Company will only access Client Data or other content stored in the Client’s environment when an administrator from the Client grants Company explicit permission to do so, or where otherwise required by applicable laws, regulations, or legal process. Client (rather than Company) is responsible for obtaining or providing any consents, approvals, notices, or disclosures from or to third parties as may be necessary for Company to process such Client Data as part of the Services. Company will use commercially reasonable efforts to protect any Client Data that Company knows or reasonably should understand to be Confidential Information or otherwise sensitive or protected by applicable privacy or data- security laws while in Company’s custody or control, including by: (a) complying with applicable legislative, regulatory, and contractual data-protection requirements pertaining to such Client Data (including privacy requirements where applicable), subject to Client’s responsibilities outlined above; and (b) maintaining commercially reasonable procedural, physical, and technological safeguards to protect against the unauthorized access, destruction, corruption, loss or alteration of such Client Data. 7. Outage Credits. 7.1. Definition. A “Service Outage” is defined as a measurable time that the Services are unavailable or inoperable, not including: (a) planned maintenance or repair (which may occur on a weekly basis or otherwise as notified by Company) or (b) downtime due to DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 Client’s systems, natural disasters, general internet outages, and other causes outside of Company’s reasonable control. 7.2. Credit. If Client notifies Company in writing, within 20 days after the end of a billing period, of a Service Outage experienced by Client during that billing period, Company shall provide Client with a credit (against future invoices) calculated as a percentage of the Service subscription fees paid for that billing period. The percentage will reflect the duration of the Service Outage in relation to the total time in the billing period. This credit, together with Company’s applicable Support obligations under Section 5, shall be Client’s sole and exclusive remedies and Company’s entire obligations with respect to downtime or other unavailability or impairment of the Services. 8. Representations and Warranties 8.1. Company’s Representations and Warranties. Company represents and warrants that: (a) to the best of its knowledge, the Services and Software, as used or furnished by Company under this Agreement, do not infringe on the intellectual property rights of any third party, and are materially free from viruses and other malicious or harmful code; and (b) Company will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime, and to cause the Services to conform in all material respects to Company’s applicable published Services documentation. 8.2. Client’s Representations and Warranties. Client represents and warrants that: (a) Client has the right to use the Client Data as contemplated in this Agreement, and to disclose to Company and permit Company to process the Client Data in connection with the Services provided hereunder; and (b) Client has obtained or will timely obtain, and will at all times comply with and ensure that its customers and other end-users comply with, any necessary licenses for third- party software or other materials that Client or such customers or end-users may choose to install, store, deploy, disseminate, access, use, or otherwise exploit through or in connection with the Services. 8.3. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 8, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Indemnification 9.1. Claims Against Client. (a) Company shall defend Client, at Company’s expense, against any claim, demand, suit, or proceeding brought against Client by a third party alleging that the Software or Services DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 infringe or are a misappropriation of such third party’s intellectual property rights (each, a “Client Claim”), and Company will indemnify and hold Client harmless from and against any damages, attorney fees and costs finally awarded against arising from or related to any such Client Claim, or for any amounts paid under a settlement of a Client Claim; provided, however, that Company will have no obligations under this Section with respect to allegations of infringement or misappropriation to the extent the same are caused by (1) the use or combination of the Software or Services with any software or other products, services, or technologies not furnished by Company (except as strictly necessary for operation of the Software or Services); (2) modifications to the Software or Services that are not made by or for Company; or (3) use of the Software or Services in violation of this Agreement or Company’s applicable user documentation. As conditions of Company’s obligations above, Client must: (i) notify Company promptly in writing of the Client Claim, (ii) not make any admission of liability, agreement or compromise in relation to any Client Claim without the prior written consent of Company (such consent not to be unreasonably conditioned, delayed or withheld), (iii) reasonably cooperate and, at Company’s request and expense, assist in such defense; and (iv) wherever and whenever possible take all reasonable steps to mitigate its losses that are the subject of the Client Claim. (b) If Client’s use of the Software or Services becomes, or in Company’s opinion is likely to become, the subject of an infringement claim, Company may, at no cost to Client, either: (i) procure for Client the right to continue using the Software and Services, (ii) replace or modify the Software and Services so that they are non-infringing and remain functionally equivalent; or (iii) terminate this Agreement on the date specified in Company’s written notice of termination and refund to Client all amounts paid by Client for Services not provided after termination. 10. Limitations of Liability 10.1. Waiver. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THIS PARAGRAPH WILL NOT DIMINISH EITHER PARTY’S (a) LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (b) LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY PROPRIETARY RIGHTS OF THE OTHER PARTY; OR (c) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9. 10.2. LIMITATION. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO COMPANY HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM, OR $50,000, WHICHEVER IS GREATER. 11. Acceptable Use 11.1. Interpretation. As used in this Section, “you” refers to Client and to any of its customers and other end-users that access or use the Services, and “we” refers to Company. DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 11.2. Security Violations. You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network computing device (collectively “System”). Prohibited activities include: (a) Unauthorized Access – Accessing or using any System without permission, or through any interface other than those furnished or specified by Company, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measure used by the System. (b) Interception – Monitoring of data or traffic on a System without permission. (c) Illegal, Harmful, or Offensive Content – Using, or encouraging, promoting, facilitating or instructing others to use, the Services or System for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. (d) Illegal Activities – Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography. (e) Harmful or Fraudulent Activities – Activities that may be harmful to others, or to our operations, reputation or other legal or business interests, including offering or disseminating fraudulent goods, services, schemes, or promotions or otherwise engaging in deceptive practices. (f) Infringing Content – Content or activities that infringe or misappropriate the intellectual property or proprietary rights of others. (g) Offensive Content – Content or activities that are defamatory, obscene, abusive, excessively violent, inciting of violence, harassing, unfair or deceptive, or that create risk to any person’s health or safety, compromise national security, improperly expose trade secrets or confidential information, promote illegal drugs, violate export control laws, are invasive of privacy, or are otherwise objectionable. (h) Harmful Content – Content, activities, or technologies that may damage, interfere with, surreptitiously intercept, or expropriate any System, program, or data, including viruses, Trojan horses, worms, time bombs, or cancel bots. 11.3. Copyrighted Materials. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf we will respond expeditiously to any claims of copyright infringement related to our services if such claims are properly reported. 11.4. Your Content and Third-Party Software. You are solely and exclusively responsible for any data, content, and other material you distribute, copy, create, or otherwise make available through our Services or the System, and for obtaining and complying with all licenses and other permissions that may be necessary or appropriate for your and/or your end users’ installation (on our servers or elsewhere), storage, deployment, dissemination, accessing, DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 use and/or other exploitation of any third-party software, data, content, or materials through or in connection with our Services or the System. 12. General 12.1. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all applicable foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection and applicable export and import control laws and regulations. 12.2. Choice of Law. This Agreement is to be governed by and construed in accordance with the laws of the State of Colorado without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. 12.3. Remedies. Except as otherwise expressly provided in this Agreement, each party reserves all remedies available to it at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, each party agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in the prevailing party’s favor. Any actual or threatened breach of Section 6 will constitute immediate, irreparable harm to the other party for which monetary damages would be an inadequate remedy, and the parties acknowledge that injunctive relief is an appropriate remedy for such breach. 12.4. Assignment. Neither party shall have the right to assign or transfer this Agreement or any of its rights under the Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed; except that Company may assign this Agreement, without consent, to any successor to all or substantially all its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement is binding upon and inures to the benefit of the parties, and to their permitted successors and assigns. 12.5. Notices. Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing and delivered by one of the following methods: (a) personal delivery; (b) registered or certified mail, in each case, return receipt requested and postage prepaid; or (c) nationally recognized overnight courier specifying next day delivery and notification of receipt. Notwithstanding the above, operational approvals and consents required under this Agreement may be delivered by email, and notices regarding the Services may, where commercially reasonable, be provided by Company to Client as notifications within the Services. A notice meeting all requirements of this Section will be deemed effectively received: (i) upon personal delivery to the party to be notified; (ii) three (3) business days after having been sent by registered or certified mail; (iii) one business day after deposit with a nationally recognized overnight courier; or (iv) where applicable, on the date on which such notice is delivered by email transmission or notification within the Services. A party shall deliver notices to the address or email address set forth on the applicable Order or to such other address or email address as a party may designate by ten (10) days’ advance written notice to the other party. DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 12.6. Modifications. Company may from time to time unilaterally modify the features and functionality of the Services, and/or the terms and conditions of this Agreement, provided that: (a) if such a modification to the Services materially diminishes their overall utility, Company will provide Client with a reasonable opportunity to terminate this Agreement and receive a prorated refund of fees paid for the affected portion of the then-current service period, and (b) any such modification to the terms and conditions of this Agreement will be effective only if (i) they do not materially diminish Client’s rights or Company’s obligations hereunder and Client does not object in writing within 30 days after being advised of the modified version of this Agreement, or (ii) Client has been advised of the modified version in advance, with reasonable opportunity to elect non-renewal of this Agreement (or, if the change is to be effective prior to renewal, termination for a prorated refund) in order to avoid being subject to the modification. Except as provided above, this Agreement may not be modified except by a written agreement signed by both parties. 12.7. Waivers. No delay or failure of a party to exercise any of its rights, powers or remedies or to require satisfaction of a condition under this Agreement will impair any such right, power, remedy, or condition, nor will any delay or omission be construed to be a waiver of any breach, default or noncompliance under this Agreement. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of the same provision on any other occasion. To be effective, a waiver must be in writing signed by the party granting the waiver and will be effective only to the extent specifically set forth in such writing. 12.8. Appropriations. Notwithstanding anything to the contrary contained in this Agreement, Client shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by Client in accordance with a budget adopted by the Board of Eagle County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 12.9. Taxes. Client will not withhold any taxes from monies paid to the Company hereunder and Company agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement 12.10. Severability. If a provision of this Agreement is unenforceable, invalid, or illegal, then the intent of the parties is that (a) the validity, legality, and enforceability of the remaining provisions of the Agreement are not affected or impacted in any way and the remainder of this Agreement is enforceable between the parties, and (b) the unenforceable, invalid, or illegal provision will be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law. 12.11. Construction. The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” 12.12. Entire Agreement. This Agreement, together with all Orders and other documents incorporated herein by reference, constitutes the final agreement between the parties and DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F 759464832.1 is the complete and exclusive expression of the parties’ agreement to the matters contained in the Agreement. The Agreement terminates any Prior Agreement (as more specifically set forth in Section 1.3) and supersedes and merges all other prior and contemporaneous understandings, agreements or representations by or among the parties, written or oral, that may have related in any way to the subject matter hereof. IN WITNESS WHEREOF, the parties have executed this Agreement on __________________. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: _______________________ Jeff Shroll, County Manager COMPANY Cameyo, Inc. By: _____________________________ Name: __________________________ Title: ___________________________ DocuSign Envelope ID: E92EA2A5-44FE-40A1-86ED-A914261CE84F COO Shane Harris