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Education - Basic ( $2500 per year )

1 included, additional users at $500 per user

Government - Basic ( $2500 per year )

1 included, additional users at $500 per user

Total: $0

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Terms and Conditions

As of October 2022

Table of Contents

GENERAL
NAVIGATOR

GENERAL

Client Cancellation. This Agreement is non-cancellable and non-refundable (except for force majeure situations as listed in these terms). If the Client notifies E.REPUBLIC, LLC that it wishes to discontinue work outlined in the Agreement, it is not relieved of its financial obligation. E.REPUBLIC, LLC will make its best effort to find other ways for Client to apply these fees but is not obligated to do so.
Termination for Cause. A party may only terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Payment Terms. Payment will be due net 30 days after Client’s receipt of invoice unless alternate terms are approved by E.REPUBLIC, LLC.
Assignment. Except as provided herein or in an applicable Statement of Work, no right or obligation of the parties under this Agreement may be assigned, delegated or otherwise transferred by either party without the express prior written consent of the other party. Notwithstanding the foregoing, no consent or notice shall be required if a majority of the stock or substantially all of the assets of E.REPUBLIC, LLC are transferred (whether through a merger, sale or by operation of law), or for a transfer to an affiliate. E.REPUBLIC, LLC may assign performance of obligations under this Agreement to its sub-contractors or agents provided that E.REPUBLIC, LLC shall remain fully responsible for any actions of such sub-contractors or agents. This Agreement shall be binding on each party and its permitted successors and assigns.
Amendments. No amendment or modification to this Agreement is binding on any party to this Agreement unless the amendment or modification is in writing, signed by the parties.
Paragraph headings. Paragraph headings are for convenience, not for interpretation of this Agreement.
Interpretation. No provisions of this Agreement will be construed against or interpreted to the disadvantage of any party by any court or other judicial authority by reason of such party’s having drafted the provision.
No Waiver/Modification. No failure or delay of any party to exercise any right hereunder and no failure to insist upon strict compliance by a party with its obligations hereunder, and no custom or usage of the parties at variance with the terms of this Agreement, will constitute a modification of this Agreement or will waive any party’s right to demand strict compliance with the terms of this Agreement.
Binding Nature. Subject to any limits on assignability or transferability contained in the Agreement, it is binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
Severability. If any term or condition of the Agreement is adjudged invalid or unenforceable, the reminder of the Agreement will not be affected and all provisions remain valid and enforceable.
Integration. The Agreement contains all agreements, understandings, representations, warranties, and conditions between the parties and constitutes their entire agreement pertaining to the subject matter hereof and supersedes all prior communications or agreements, written or oral.
No Outside Arrangements. No representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and no other agreement, statement, or promise not contained in this Agreement is valid or binding.
Authority. Each party warrants and represents that the party has authority to enter into this Agreement and each person signing on behalf of a party warrants and represents that he or she is authorized to sign this Agreement on behalf of the party, and that the party is bound by the signature of the representative.
Limitations. EACH PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND EXCLUDES ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING SPECIFICALLY ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. EACH PARTY HEREBY EXCLUDES ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, SPECIFIC OR OTHERWISE. THE AMOUNT PAID UNDER THIS AGREEMENT IS THE MAXIMUM LIMIT OF EACH PARTY’S LIABILITY/DAMAGES UNDER THIS AGREEMENT FOR ANY REASON. THE FOREGOING PROVISIONS STATE EACH PARTY’S SOLE AND EXCLUSIVE LIABILITY AND MEASURE OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS, DAMAGES, OR EXPENSES HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OR LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED, OR THE FAILURE OFANY SERVICES IN ANY WAY, OR ANY LIABILITY TO THIRD PARTIES.
Indemnity. Each party to this Agreement will defend, hold harmless and indemnify the other, from all third-party claims, demands, suits, damages, reasonable attorney’s fees or any other reasonable fee or expense, resulting from the gross negligence or willful misconduct of the indemnifying party related to the subject matter of this Agreement, provided the indemnified party gives prompt written notice of the claim to the indemnifying party affording an opportunity to handle the claim; the indemnified party will provide reasonable assistance.
Insurance. Each party agrees to obtain the necessary insurance coverage to fulfill their obligations hereunder and will provide evidence of such insurance upon request.
Independent Contractor. The parties agree that their relationship to each other is that of an independent contractor and nothing in this Agreement shall be construed as creating a partnership, joint venture or employer-employee relationship. Nothing in this Agreement shall be deemed to constitute one party is the agent of the other. Neither Client nor E.REPUBLIC, LLC shall be or become liable or bound by any representation, act or omission whatsoever of the other.
Confidentiality. Each party acknowledges that, during the term of this Agreement, it may receive information, documents, software, reports, data, records, forms and other materials that are proprietary, confidential and trade secret information (Proprietary Information) of the other party. Each party agrees during the term of this Agreement and thereafter that it will take all steps reasonably necessary to hold the other party’s proprietary, confidential and trade secret information in confidence. The parties shall not use or disclose to any person, firm or entity any proprietary, confidential or trade secret information of the other party or its clients without the other party’s express, prior written permission. Each party agrees to utilize such Proprietary Information on an internal organization need-to-know basis only to the extent necessary to affect the provisions and purposes of this Agreement, and as expressly contemplated under the terms of this Agreement, and for no other purpose. Further, each party shall take reasonable steps to advise its personnel of the confidential nature of Proprietary Information, and by agreement or otherwise prohibit such personnel from copying, revealing or using such Proprietary Information except to the extent required to carry out the parties’ obligations under this Agreement, and to require that Proprietary Information be kept in a secure location. Each party will return to the other party all tangible forms of such Proprietary Information and all copies thereof, and all electronic forms will also be deleted and permanently erased from all owned hardware and software, when requested except for anything that may be stored in back up media or other electronic data storage systems, latent data and metadata.
Data Privacy. E.REPUBLIC, LLC will ensure that: (i) any Lead Information has been collected and shared in compliance with all applicable laws relating to privacy, electronic marketing communications, and data protection; and (ii) E.REPUBLIC, LLC has provided all necessary notices and obtained all necessary consents (if any) to share the Lead Information with Client.
Publicity. The Parties agree that, without the prior written consent of the other party, neither party shall refer to the other party or attribute any information to the other party in any external communication for any purpose.
License to Trademarks. For the purposes of this Agreement only, Client hereby grants to E.REPUBLIC, LLC a limited, revocable, non-exclusive, non-transferrable, paid up and royalty-free license, without right of sublicense, to use Client’s logos, trademarks and service marks solely for the purpose of this Agreement.
Right to Refuse. E.REPUBLIC, LLC reserves the right to review and reasonably reject any request and will not be liable therefor.
Force Majeure. If for any reason beyond E.REPUBLIC, LLC’s or Client’s control, including but not limited to strikes, labor disputes, acts, regulations or orders of governmental authorities, civil disorder, disasters, acts of war, acts of God, fires, flood or other emergency conditions, E.REPUBLIC, LLC or Client is unable to perform its obligations under this Agreement, such non-performance is excused and performance will be suspended until cessation of the force majeure. If Client has prepaid and performance is not made in whole or in part due to force majeure, Client shall be owed a pro rata refund of amounts paid, and E.REPUBLIC, LLC shall promptly (and in any event within thirty (30) days) refund such amount.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law principles thereof and shall inure to the benefit of and be binding on the successors and assigns of E.REPUBLIC, LLC and Client.

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User Subscriptions. Unless otherwise specified in the applicable Order Form or Statement of Work, Purchased Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users. User subscriptions are for designated Users only and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Purchased Services.
E.REPUBLIC, LLC Responsibilities. E.REPUBLIC, LLC shall: (i) provide basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which at least 8-hour notice will be given and which, to the extent practicable, will be scheduled during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific time), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.
Grant of License. Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify E.REPUBLIC, LLC promptly of any such unauthorized access or use, and (iii) use the Services only in accordance with applicable laws and government regulations. Customer shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
Suspension of Service. If any charge is 30 days or more overdue, E.REPUBLIC, LLC may, without limiting any other rights and remedies, suspend Services until such amounts are paid in full, provided E.REPUBLIC, LLC has given Customer 10 or more days’ prior notice that the account is overdue.
Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, E.REPUBLIC, LLC reserves all rights, title and interest in and to the Services, and all modifications and improvements thereto, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement have expired or have been terminated.
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