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HomeMy WebLinkAboutFor the Record - Software Upgrade Court Computer and LaptopFor The Record 1875 Lawrence St., Suite 620 Denver, CO 80202 Order Form for: Reference Number: Prepared for: Offer Valid For: Proposed by: Washington - Yakima Municipal Court Q-007723 Michael Robles michael.robles@yakimawa.gov 60 days from April 24, 2018 Zach Van Cleave Address Information Bill To: Washington - Yakima Municipal Court 200 S. Third Street Yakima Washington United States Key Terms Order Start Date*: 05-15-2018 Order End Date*: 05-15-2019 Billing Frequency: Annually unless otherwise stated Deliver To: Washington - Yakima Municipal Court Payment Method: ACH Billing Method Email Note: Order Start Date only applies to orders involving subscription or support contracts. Additional Comments: (2) FTR Gold 6 Recording Suite licenses FTR Support covering 2 rooms - annual Quote Details support Product Product Code Unit Type FTR Support PWS60699GS1OZN Per Room Per Year Unit Price Qty $699.00 2.00 Subtotal: 2 00 Freight: Tax. ORDER FORM Rooms Total Price 0.00 $1,398.00 $1,398.00 Q-007723 April 24, 2018 Zach Van Cleave Page 1 of 3 -_ For The Record 1875 Lawrence St., Suite 620 Denver, CO 80202 Product FTR Gold Recording Suite 6.0 (upgrade from 5 7) Product Code Unit Type P5P00299GR600E Per License ORDER FORM Unit Price Qty Rooms Total Price $1,295.00 2.00 2.00 $2,59000 Subtotal: 2.00 $2,590.00 Freight Tax: QUOTE TOTAL: $3,988.00 * If this Order Form is executed and/or returned to ForTheRecord by Customer after the Order Start Date above, ForTheRecord may adjust these terms, without increasing the Total Price, based on the date ForTheRecord activates the products above. Following activation, any adjustments to these terms may be confirmed by reference to the order confirmation email sent by ForTheRecord to the Billing Email Address above, and/or by contacting accounts@fortherecord.com. + The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. The totals for this order were calculated using the actual price, rather than the Monthly/Unit Price displayed above, and are the true and binding totals for this order Prices shown above do not include any taxes that apply. Any such taxes that are the responsibility of ForTheRecord will be calculated upon invoicing. This is not an invoice. Shipping quotes are only estimates. FTR strives to be as accurate as possible but the final costs may be more or less than the quote which the client is responsible for paying Q-007723 April 24, 2018 Zach Van Cleave Page 2 of 3 For The Record 1875 Lawrence St., Suite 620 Denver, CO 80202 Purchase Order Information Is a Purchase Order (PO) required for the purchase or payment of the products on this Order Form? Please select: (Customer to complete) [>Q No [ ] Yes If Yes, please complete the following PO Number: PO Amount: Acceptance & Confirmation ORDER FORM Upon signature by Customer and submission to ForTheRecord this Order Form shall become legally binding and governed by the General Terms Of Service for Supply of the Software and Services Agreement between ForTheRecord and the Customer, unless this Order Form is rejected by ForTheRecord. ForTheRecord may reject this Order Form if: (1) the signatory below does not have the authority to bind Customer to this Order Form, (2) changes have been made to this Order Form (other than completion of the purchase order information and the signature block), or (3) the requested purchase order information or signature is incomplete or does not match our records or the rest of this Order Form. Subscriptions are non -cancelable before their Order End Date. Customer: Washington - Yakima Municipal Court Signature: Name c C; 44 kod.,ce, Business Title C 1 " \(tY1G V Date c5 - ( - 1 q �y f nfidential and proprietary. © Copyright 2017 For The Record. All rights reserved CITY CONTRACT NO: &O// G T : RESOLUTION NO: 0/4 Q-007723 April 24, 2018 Zach Van Cleave Page 3 of 3 General Terms for the Supply of S The terms and conditions below (the Agreement), apply to each business transaction between 1.1 Supply (a) Subject to the Customer paying the Fees in accordance with clause 4, FTR will provide the Software, Hardware and Services to the Customer in accordance with the terms set out in this Agreement or otherwise as per the conditions set out in an Order Form and/or product specific Terms of Service. If there is any inconsistency between the Terms of Service for a Service and this Agreement, then the terms of this Agreement shall prevail. The parties shall take any necessary steps to conform the inconsistent terms to the terms of this Agreement. (b) Should the Customer request that FTR perform or provide any Additional Software, Hardware or Services, FTR may, but is not obliged to, provide the Additional Software, Hardware or Services at FTR's then current rates. These terms will be applicable to the provision of the Additional Software, Hardware and Services by FTR to the Customer. 1.2 Support Services Support Services are provided according to the parameters of the particular Support Plan selected by the Customer at the time of purchase of the Product License Support Plans are not shareable among Users and if purchasing a new, or re -instating an expired Support Plan, a Support Plan for each License held by the Customer is required. 1.3 Customer requirements (a) The Customer must: (i) ensure that all Customer Data provided to FTR, for the purposes of providing Services is accurate and is kept up to date throughout the Initial Term and any subsequent period; (ii) back up the Customer Data as often as is necessary to ensure that the Customer Data can be recovered following an outage; (iii) provide FTR with such information and assistance necessary to enable FTR to provide the Services; (iv) provide any Customer Data requested by FTR in a form acceptable to FTR to provide the Software and Services; (v) provide FTR with access to the Customer's premises where required by FTR; (vi) have all resources necessary to receive and operate the Software, Hardware or Services, other software, telecommunications resources and interne( access acceptable to FTR; (vii) comply with systems recommended by FTR from time to time in relation to the Customer's network and use of the Software and Services, including backup routines and virus checking; (viii) co-operate with FTR, act reasonably and follow FTR's directions in connection with this Agreement and receipt of the Software, Hardware and Services; and (ix) to not install updates or upgrades to the Software in any order other than the order in which the updates or upgrades were released by FTR and test updates or upgrades before deployment in a production environment (b) The Customer acknowledges and agrees that if the Customer does not comply with the terms of this Agreement then FTR is not obliged to supply Software, Hardware and Services to the Customer. (c) The Customer is responsible for installation and ongoing maintenance and upgrade of the Hardware and any Operating System software that may be required for the operation of Hardware excluding Software and Services provided under this Agreement. 1.4 Resupply The Customer must not provide use of the Software or Services to any third party and must only use the Software and Services for its own internal business purposes and not in relation to the provision of any other services or activities to third parties. 1.5 Backup The Customer acknowledges and agrees that FTR will not be responsible for the backup of any Customer Data or applications stored or used in connection with the Software, Hardware and Services unless specifically and expressly included in the Software and Services. 1.6 Acknowledgement (a) The Customer acknowledges and agrees that: (i) the inclusions and functionality for each aspect of the Services and the Software are as determined by FTR from time to time; (r) FTR may access, use and make copies of Customer Data in connection with the conduct of FTR's business; so long as Customer is advised of said intent and doesn't specifically object. (iii) any timeframes provided by FTR to the Customer in relation to the Services are estimates only and are not binding on FTR; (iv) there may be delays or failures in respect of any emails sent as part of the Software, Hardware and Services; (v) the Software, Hardware and the Services will not be error free; (vi) FTR makes no representation and gives no warranty that the Software or the Services will be free from defects, fit for any particular purpose or function in accordance with the Documentation, (vii) FTR makes no representation and gives no warranty in relation to the suitability or performance of any Hardware or third party service provider referred to the Customer by FTR; (vile) FTR may, with Customer's informed written consent, substitute an alternative for any part of the Software, Hardware or Services, provided that such alternative shall be capable of performing the functions of the original system without affecting the overall performance of the Software, Hardware or the Services; (ix) the Software, Hardware and the Services may not be available from time to time, FTR shall make all reasonable effort to avoid these occurences. (x) FTR shall be entitled to negotiate and receive commissions, incentives, fees, rebates, payments or any other benefits from any supplier to or any other party associated with the Customer or FTR; and (xi) FTR may engage agents, employees or contractors to perform any or all of its obligations under this Agreement. 1.7 Prohibited conduct The Customer must not: (a) perform any unauthorised or illegal modifications or cause unlawful acts in connection with receipt or use of the Hardware, Software and Services, (b) use the Hardware, Software and Services (or any one of them): (i) to engage in fraudulent behaviour or otherwise gain unauthorised access to or interfere with any third party's online resources or systems including by any form of hacking; n) in a way that infnnges any third party's Intellectual Property Rights; iii) in a way that disrupts, misuses or excessively uses the Hardware, bandwidth access, storage space or other resources of FTR or FTR's other Customers; or in any other manner that is unacceptable to FTR. 1.8 Suspension Without limiting any other remedy FTR may have under this Agreement or at law, FTR may suspend the Customer's access to the Software and the Services and/or recover the Software if any of the events in clause 5.2(a) occur. 2. License Subject to the limitations set forth in an Order Form, Customer's designated Users shall have a limited, non-exclusive, non-transferrable right to utilize the Software for its intended purpose, for the time period stated in the Order Form. Customer must purchase a License for each User of the Services (including but not limited to Software and Support Services). Version 2 2 - July 2016 oftware, Hardware and Services the parties for licenses of the Software and the provision of Hardware and Services by FTR 3. Warranties 3.1 Customer Data warranty The Customer represents and warrants as a condition of this Agreement, that the Customer has obtained permission from all relevant individuals for the use and disclosure of all Customer Information that forms part of the Customer Data, by FTR and its related companies or subsidiaries 3.2 Accuracy and reliance warranties The Customer represents and warrants as a condition of this Agreement, that: (a) all information provided by the Customer or on the Customer's behalf to FTR is accurate and is not, whether by omission of information or otherwise, misleading, and (b) the Customer has not withheld from FTR any document, information or other fact material to the decision of FTR to enter into this Agreement. 3.3 Repeating warranties The representations made and warranties given in this clause are regarded as repeated each day during the Initial Term and any renewal periods. 3.4 Documentation FTR makes no representation and gives no warranty that the Documentation is complete, accurate or sufficient to explain the operation of the Software, Hardware or the use of the Services. 3.5 Hardware FTR makes no representation and gives no warranty in relation to any Hardware provided. 4. Fees 4.1 Fees (a) The Customer must pay the Fees to FTR. (b) The Fees may be amended by FTR at any time by giving written notice to the Customer which may be provided on FTR's website, by electronic mail or other electronic means. (c) The Customer must pay any invoice issued by FTR in accordance with the timeframe specified on that invoice and/or the Order Form, and if not specified, within 30 days of the date of invoice (d) Interest is payable on any overdue amounts by the Customer to FTR. (e) If there is a dispute about whether a Fee or other amount contemplated by this Agreement is payable or available, the Customer may not withhold the amount in dispute. 4.2 Deferral of performance If the Customer fails to pay the Fees in accordance with this Agreement, without limiting any other remedies available to FTR, FTR may suspend the Customer's access to the Software and the Services or defer the provision of Hardware and/or performance of all Services until the outstanding Fees are paid 4.3 Manner of payment (a) The Customer must pay the Fees to FTR in US dollars either by. direct debit, from a debit account or credit card, in which case the Customer must complete the Direct Debit Authority; or by paper check drawn upon a US bank.. 5. Term and termination 5.1 Term This Agreement commences on the start date specified in the Order Form and subject to termination in accordance with clause 5.2 or 5.3, continues for at least the Initial Term. Unless the Customer terminates the Agreement, in writing, at least 90 days before the expiry of the Initial Term, the Agreement shall automatically renew for successive 12 month periods until terminated by either party as per clause 5.2 or 5.3. 5.2 Termination for breach (a) Termination for breach may occur under the following conditions. (i) the Customer fails to pay the Fees in accordance with this Agreement; FTR has reasonable basis to believe the Customer has, or may, perform any of the acts in clause 1.7; (iii) A credible third party alleges that the Customer has done or threatened to do any of the things described in clause 1.7, or (iv) FTR receives a request or notice from a third party (including any regulatory body) requiring FTR to cease providing the Software and Services to the Customer or remove any content the Customer is making available through use of the Software and Services, then FTR may terminate this Agreement by written notice to the Customer, and this Agreement will terminate on the date specified in that notice or, if no date is specified, immediately. (b) a party commits a breach of this Agreement that is not remedied within 7 days of receiving wntten notice of that breach from the other party; any form of Insolvency Event occurs in relation to a party, then the relevant other affected party may terminate this Agreement by written notice to the other party, in which case this Agreement will terminate on the date specified in that wntten notice or, if no date is specified, immediately. (c) If the Customer elects to terminate the Agreement under this clause 5.2, it may not subsequently rely on clause 5.3 for termination. 5.3 Termination for Convenience Upon expiration of the Initial Term, either party may terminate this Agreement upon giving 90 days written notice, prior to the Initial Term's expiration, to the other party. The Customer may terminate the Agreement prior to the end of the Initial Term by paying a Cancellation Fee. 5.4 Cancellation Fee If FTR terminates this Agreement under clause 5.2 or the Customer wishes to terminate the Agreement during the Initial Term, the Customer must pay any applicable Cancellation Fee to FTR that is equivalent to the fee payable for the remainder of the Initial Term or any Renewal Term. 5.5 Waiver and acknowledgement (a) The Customer expressly waives any rights it may have to terminate this Agreement other than as contemplated by clauses 5.1 to 5.4 (b) The Customer acknowledges that FTR may terminate this Agreement under this clause 5 without considering the impact of the termination on the Customer. 5.6 After termination On termination of this Agreement. (a) accrued rights or remedies of a party are not affected; (b) the Customer must deliver to FTR any of FTR's Confidential Information or other property in the Customer's care, custody or control; and (c) return any Software if requested by FTR. 5.7 Survival Termination of this Agreement will not affect clauses 5.6, 7, 9, 10, 14 and 16, or any other provision of this Agreement that is expressly or by implication intended to come into force or continue on or after the termination. 6. No Intellectual Property Assigned FTR Intellectual Property remains the property of FTR at all times. Nothing in this Agreement grants the Customer any Intellectual Property Rights, beyond the limited license granted in Section 2, in FTR's Intellectual Property or any other Intellectual Property Rights of FTR. 7. Use of Customer name Upon the prior written consent of Customer, FTR may use the Customer's name and trade marks on advertising or promotional material, and may disclose that the Customer is a customer of FTR. 8. Retention of title Any Software provided by FTR to the Customer under this Agreement remains the property of FTR and any Hardware or other products provided by FTR to the Customer under this Agreement remain the Page 1 of 2 For The Record General Terms for the Supply of Software, Hardware and Services property of FTR until the Customer has paid all money due to FTR by the Customer in respect of the Hardware or other products. 9. Limitation of liability (a) Subject to clauses 9(b), 9(c) and 9(d), any liability of FTR for any loss or damage related to Software and Services, however caused (including by the negligence of FTR), suffered by the Customer in connection with this Agreement is limited to the total Fees for the Software and Services paid by the Customer to FTR in the 12 months prior to the Customer first suffering loss or damage in connection with this Agreement. (b) The limitation set out in this clause 9 is an aggregate limit for all claims, whenever made (c) Subject to clause 9(d), FTR is not liable for any general damages or Consequential Loss however caused (including by the negligence of FTR), suffered or incurred by the Customer in connection with this Agreement. (d) Nothing in this Agreement is intended to limit any rights of the Customer under relevant laws or any other legislation provided that there is a guarantee in relation to any good or service supplied by FTR in connection with this Agreement and FTR's liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 9(a), 9(b) and 9(c) do not apply to that liability and instead FTR's liability for such failure is limited to (at FTR's election): (1) in the case of a supply of goods: FTR replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or ii) in the case of a supply of Services: FTR re -supplying the Services or by paying the cost of having the Services supplied again. 10. Customer Continuing Indemnity The Customer is liable for, and indemnifies FTR from and against, all loss or damage (including legal costs) incurred or suffered by FTR, in connection with any breach of this Agreement by the Customer, any act or omission of the Customer, any content uploaded to any FTR online service by the Customer or any alleged or actual infringement of a third party's Intellectual Property Rights or other right in connection with the Customer Data or the Software and Service. This indemnification shall not apply to third party allegations of intellectual property right infringements by FTR based upon the content of the goods and services provided to Customer in accordance with this agreement. Each indemnity contained in this Agreement is a continuing obligation notwithstanding a) any settlement of account; or b) the occurrence of any other thing, nor is it necessary for FTR to incur expense, or make any payments, before enforcing or making a claim under an indemnity. 11. Force Majeure FTR will not be in breach of this Agreement as a result of, or liable for, any failure or delay in the performance of FTR's obligations under this Agreement to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by, a Force Majeure Event or any act or omission of the Customer. 12. Expenses If Customer engages FTR to supply on-site Services, Customer will reimburse FTR for all reasonable out of pocket expenses (including travel and accommodation expenses) incurred by FTR in providing the Software, Hardware and Services or Additional Software, Hardware and Services. 13. Taxes (a) The Fees are exclusive of all applicable Taxes and the Customer will pay any applicable Tax in addition to the Fees. FTR may invoice the Customer for the amount of any applicable Taxes and the Customer shall pay that amount to FTR in accordance with the relevant invoice. (b) In the event that a withholding tax is payable by the Customer in relation to any supply of Services, Hardware or Software by FTR, the Customer shall increase the amount of any payment to FTR so that the amount actually received by FTR is no less than the Fees. 14. General (a) The laws of Denver, Colorado govern this Agreement and each party irrevocably submits to the jurisdiction of the courts of Denver, Colorado, and their courts of appeal. (b) Where this Agreement contemplates that FTR may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, FTR may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably, unless this Agreement expressly requires otherwise. (c) The Customer must not assign, In whole or in part, or novate the Customer's rights and obligations under this Agreement without the prior written consent of FTR. (d) FTR may assign its interest under this Agreement with Customer's written consent. (e) FTR may amend these terms at any time by giving written notice to the Customer, which may be by notice on FTR's website, by electronic mail or by other electronic means (such as electronic notification at the time of any new product releases or updates) so long as and not until Customer has provided its wntten consent to so amend. (f) As the Software, Hardware and Services are so diverse, sometimes additional terms or product requirements may apply. Additional terms will be available with the relevant Software, Hardware or Services, and those additional terms shall be incorporated into this Agreement with FTR If the Customer makes use of those Software, Hardware or Services. (g) Time is of the essence In the performance of obligations under this Agreement, including in relation to performance of payment obligations. (h) Unless expressly stated otherwise, this Agreement does not create a relationship of employment, trust, agency or partnership between the parties. (i) Each provision of this Agreement will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason then that provision will be severed and the remainder will be read and construed as if the severable provision had never existed. (j) The Agreement represents the parties' entire agreement in respect of the licensing and use of the Software and Services by FTR to the Customer, and supersede all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter. (k) The party agreeing to and accepting these terms and conditions represents that he/she has full power, capacity and authority to agree to and accept the term and the full legal authority to bind the Customer to these terms. (I) FTR may subcontract the performance of all or any part of FTR's obligations under this Agreement (m) A right under this Agreement may only be waived in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in the waiver. (n) Without limiting any other remedies available to FTR, if the Customer fails to pay any amount payable under this Agreement, FTR may In its sole discretion charge the Customer an interest rate of 1.5% of the unpaid balance per month, or the highest amount allowed by law, whichever is greater. Any decision by FTR not to calculate or collect interest on amounts owed by the Customer shall not be considered as a waiver on the collection of future or past interest. (o) The Customer must comply with all applicable laws in connection with receipt of the Services. 15. Anti -Corruption The Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of FTR's employees or agents in connection with this Agreement Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above Version 2 2 - July 2016 -Y For The Rocord restriction. If the Customer learns of any violation of the above restriction, the Customer will use reasonable efforts to promptly notify the CEO & Managing Director (ceo@fortherecord.com). 16. Confidentiality Obligations The parties agree to hold all information exchanged for the purposes of this Agreement in confidence and to only use Confidential Information solely for the purposes of and in accordance with the terms of this Agreement unless disclosure to a third party is compelled by law. 17. Definitions and interpretations Additional Software and Services means any additional software or services that FTR elects to provide at the request of the Customer, or services required due to a Customer's failure to observe its obligations under this Agreement. Agreement or Contract means these terms and conditions together with any applicable Order Form and Documentation. Business Day means Monday through Friday excluding any statutory holidays in the jurisdictions as set out under Business Hours. All other references to day mean calendar day. Business Hours means 8:30am - 5 OOpm MST on a Business Day in Denver Colorado. Cancellation Fee means the fees for the period between the actual (in the case of clause 5.2) or proposed (in the case of clause 5.4) date of termination and the last day of the Initial Term. Customer means that party identified in an Order Form or Customer Agreement, who designates the licensed User(s) of FTR's Software and Services. Customer Data means any Customer Information and data provided by the Customer to FTR in connection with the Software or the Services and any material provided made accessible to FTR by the Customer for the purposes of this Agreement including (but not limited to) electronic information, recordings, content, company and staff information, forms, images Including hyperlinks, documents, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, trademarks, logos, Order Forms and data stored by any means. Customer Information means information (including personal information) whether recorded in a material form or not, about a natural person whose identity is apparent, or can reasonably be ascertained, from the information or opinion. Confidential Information means all material including but not limited to Customer Data, pricing information, Software and Service Documentation, technical information, wntten or oral, disclosed or made available to receiving party, directly orindirectly through any means of communication exchanged between the parties. Consequential Loss for the purpose of clause 9(c) means indirect loss, loss of revenues, loss of reputation, consequential loss, and loss of profits, loss of bargain, loss of actual or anticipated savings, lost opportunities, including opportunities to enter into arrangements with third parties and loss or corruption of data [Courtjroom means the place or room in which judicial, legal, statutory, governance and/or alternative dispute resolution proceedings take place. Designated System means the Hardware and Operating System on which the Software is approved to operate, is licensed for use, and as identified via an FTR website Documentation means the operating instructions, technical data and user guides made available to Customers by FTR, as modified or updated from time to time by FTR. Fees means the fees that are payable by the Customer for the provision of the Software and Services or Additional Software and Services, by FTR, as specified in the Order Form Force Majeure Event means any occurrence or omission outside a party's control, and physical natural disaster Including fire, flood, lightning or earthquakes, war or other state of armed hostilities, insurrection or riot or other protest activity, terrorism, by radioactive contamination, epidemic or quarantine, declaration of martial law, confiscation, embargo, or other damage to property occurring as a result of any government actor; laws which take effect after the date of this Agreement; the disruption or unavailability of the internet; strikes or other labor disputes, failure of a third party service provider to FTR to provide relevant services (such as 'cloud' hosting services). FTR means FTR Limited, a Delaware corporation with the legal name of FTR, LTD FTR IP means any material provided by or to which access is given by FTR to the Customer for the purposes of this Agreement including website templates, programs, instructions, images, manuals, documents, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, Order Forms and data stored by any means and includes the Software. Hardware means computers, servers, equipment, devices and/or physical components for use with the Software. Hardware and Services Initial Term means that period of time first specified in the Order Form commencing on either a registration code being issued (for a deployed software package) or login being issued (for an online software package). Insolvency Event in the context of a Customer means: (a) insolvent as defined under the US Federal Bankruptcy Law, or If a trustee or similar official is appointed over any of the property or operations of the Customer; (b) the Customer ceases to carry on business, becomes unable to pay its debts when they are due, or is presumed to be insolvent under relevant applicable law, (c) steps are taken to liquidate or pass a resolution for the liquidation of the Customer, other than for the purpose of an amalgamation or reconstruction. Intellectual Property Rights means all industrial and intellectual property rights, both in the USA, Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, knowhow, rights in relation to semiconductors and circuit layouts, trade, business or company name, indication of source or origin or other proprietary right, or right of registration of such rights. Interest means interest on any payment owing under this Agreement calculated daily from the date on which such payment was due to the date on which the payment is made (both inclusive) at an Interest rate of 1.5% of the unpaid balance per month, or the highest amount allowed by law, whichever is greater. Operating System means the system software that is required to operate the licensed Software as specified in an Order Form. Order Form means the Order Form, annexure or attachment to these terms and conditions that sets out details including the Customer, Software, Hardware, Services, Initial Term and Fees payable. Software means the software specified in the Order Form marked as being provided to the Customer or any other software or products that have been provided by FTR and are being used, or capable of being used, by the Customer. Services means the services, including Support Services, set out in the Order Form marked as being provided to the Customer or any other services being provided by FTR that are being used, or capable of being used, by the Customer. Support Plan means the level of Support Services outlined in an Order Form. Tax means any tax, levy, impost, deduction, charge, rate, duty or withholding which is levied or imposed by a government authority (local, State, Federal or otherwise) from time to time, including any stamp, value added, goods and services or transaction tax, duty or charge, excluding taxes on profit or capital gains. User or Named User means an individual or a device licensed and authorized to use the Software that Is Installed on single or multiple devices, regardless of whether the User is actively using the programs at any given time. Page 2 of 2