8.1 SR 02-18-2025 - Laserfiche WebLink

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© MARCO, ALL RIGHTS RESERVED. | 3 DESCRIPTION AND TERMS OF PRODUCTS AND SERVICES 1) Products. ACE365 is a suite of available Products and Services designed to accelerate our Client’s Microsoft 365 security posture and usage experience. Subject to the terms herein, Marco will provide, and Client will purchase, lease, or license, as applicable, Products as described in the attached Schedules, which are incorporated herein by reference. Each Product will have explicit and specified Service entitlements as listed and described in the Service Catalog located at: https://www.marconet.com/legal/ace365-service-catalog. 2) Payment. Client shall pay the Price(s) listed on Marco’s SOP for the Products. Any Products not listed on the SOP are not included in the Prices therein and will not be delivered under this Agreement. Client’s monthly billings commence one month from the Product Effective Date. Monthly billings are variable based on the actual or assumed quantity of Designated Users from the previous period. Minimum monthly billing fees may apply. One-time fees set forth in the SOP are due upon the Product Effective Date. Marco shall have the right to implement a Price increase in its sole discretion at the end of the first twelve (12) months of the Product Effective Date and once each twelve (12) months thereafter, by up to ten percent (10%). 3) Designated Users. ACE365 Products and Services are provided on a per-user account basis. Licensed user accounts within the Client’s Microsoft Entra ID (Azure AD) are considered valid for both billing and support purposes and such users will be recognized as 'Designated Users'. Marco is not under any obligation to provide support for non-Designated Users. 4) Primary Point of Contact. Client shall designate a Primary Point of Contact (POC) who shall act as the decision maker authorized for billing and change approval on behalf of the client. This user may delegate their authority. Client may change the POC of record by providing written notice to Marco by either the then current POC or by an officer of the company. 5) Designated Technology. For the purposes of this ACE365 Agreement, Designated Technology is defined as any Client Microsoft Cloud Service or Marco provided Product on which Marco has either sole access or has been delegated administrative capabilities. 6) Audit Rights. Marco shall have the right to take all reasonable action it deems appropriate in its sole discretion to audit Designated Users, Designated Technology, the classification and status of all users that exist in the Client’s Entra ID (Azure AD), and Client’s use of the Products at such times as Marco reasonably requests. Client shall cooperate in and provide Marco all Client information and access Marco deems necessary to carry out such audit. If Client exceeds its allotted Designated Users or software licenses or Marco finds that the user type has not been accurately designated or has changed, the Price will be modified accordingly. 7) Term, Termination, and Renewals. a) The ACE365 SOP Term is thirty-six (36) months. Following the SOP Term and if neither party has provided the other party with a notice to terminate at least sixty (60) days before the end of the then-current term, then the SOP will automatically renew for an additional twelve (12) month SOP Renewal Term. If Client notifies of its intent to terminate the ACE365 Agreement before the end of any term, the Client will incur an early termination fee prorated to recoup the market value of actual onboarding service fees, up to a max of $12,000. Client shall pay this fee within the payment terms outlined following receipt of this invoice. Page 201 of 227