HomeMy WebLinkAboutFor the Record - Master Software Service Agreementr na 3 79 II
This For The Record Master Software Service Agreement Omer Fornl ift " Initial Order Form ") is by anti between F rN Llmitod (" For the Record ' or "FTR") and the minor
listed as Client below i'Client") This initial Order ronei is govented by the lvil Sorvlce Terms and Cnndlilons otlached hereto (the "Service Perms"). All capttahted terms
not defined herein have the meaning glvert ra them in the Service terms, The partles cause this Inlllol Order Form to he executed by their authorized representatives as of
the Effective Date set forth below ("Effective Date"). in the event of any conflict Uetween ibis InWill Order Form and [lie Service terms, the teems set forth in this InWal
Order Form will prevail, but solely, with respect to this Initial Order Fonn,
Client Information
Client City Of Yakima
Reference Number: QUO 092-P6H9R
Offer Valid For, 60 days from 4115/21
Proposed by: Jacob Kimminau
Address Information
Bill To: Deliver Tm
City of Yakima City 01 Yakima
129 N. 2nd Street 129 N,. and Street
Yakima Washington, 989o1 Yakima Washington, 98903
honed States United States
Order Start Date*: 6/23/2021 Payment Method: ACH
Girder End Date': 6/23/2022 Billing Method: Email
Billing Frequency: Annually unless utherwise stated
Note: Order -Stan Date only applies to orders Involving subscription or support contracts.
Additional Comments:
Pro -rating 1 room of support to nine months to bring license purchased under SO4202 to align with remaining rooms in June 2022
The following sections are amendments to the contract and are fully incorporated therein Client: City Of Yakh a, rr^`
Signature:
5:1 Fees. Client will pay the fees set forth on the applicaole Order Form ("Fees"), The fees for
the first year of this Agreement are prorated. Therefore, the fees for the first year of the contract Name:"
shall be as outlined in the order Details, The fees for the remalr.ing years of the contract shall be
S3,495.00 per year (5699,00 per year per unit). Doke . ..�,n_..—.
15AZ This Agreement terminates all prior agreements for FTR Premium Support, including
specifically those previously entered on June 22, 2020 under City Contract Number 2020-099
and September 1, 2020, under City Contract Number 2070-147,
ForTheRecord
Signature: amil I—, -
rr
Name:
Date: d
QUO-08092-PBH9R 4/15/2021 Jacob Kimminau Page 1 of 10
ORDER FORM
Product Product Cade Unit Type Unit Price QPY Discount Total Price
FIR Prendurn Support PWS60699GSIQZN Annual Support $699.00 400 $2,796,000
FIR Premium Support PWS60699GSIDZN Annual Support $52425 100 $524.250
Subtotal: $3,320250 $3,324,250
Estimated Freight
QUOTE TOTAL: $3,320.250
ill"% Ordt'r Fre'r" is extyLAW and/or retUrn0d to l"M Limited (,ri)rTNtRP'C(,,d'l try (tant after the ruder SIJI t Dare ;Ihorvo, PvrTpeFortbiaL Trup; sdivsr these torchs, AdThoj
ir"orgaMOR the lbidal Nee, based on the date FoeTinfitcord activawt Vm, pvcvjfl0% Ahloe-
oa the Order Coviihnoutipri enuail Was by For`fhoRecord to the yal[jug, acchuRqu, any ad�u"Ps'sn"" it' tho" he"01% May h1A C(aftfirnned by hintett-gice
rcrr'"IA. Vqrtb or -
i The Manthly/Unik Price shown alsove has been rounded to two decimal Places for display Purposes, As many ss elgat decimal Places may be,
totais for this onder were calculatedoiang the actuol lance, rather than the Monthly/UnitPrice displayed above., and are t Present 'n the actual price. The
he true and binding totals for this order.
Prices shown above do not include any taxes that apply, Any such rates that are the responsibility of ForTheRecord will no calculated upon invoicing, This is not an invoice
rusiV, upbn lick lf-
5$ thalssiitv t6o dayi pncor se, Ole jqrvyprcary of Lila Effe
liahLui by the U�S� of L,[',jr% Burpo
anruml persentigt the Cceau"'of POre �Ildex� Pub "'hfr (340", increase !G Pa icing set folkh hereto by One lesser of: (i) five barren (5 ) hi) the
COMUM4"; and All ftis,.nr JaP tree tniblohod pfevicaus twjvp u of Labor SWU50cs, based an the lj,S, MY Average for All Urban
NaMI&M
r4�4 IiiiIl.!Illilmiill!iillll� III iI:RY jmmamaff.{:
If Yes, please check here: and complete the followling:
PO Number:
PO Amount:
Acceptance & Confirmation
Upon signature by Client and submission to ForTheRecord this Order Form shall become legally binding and governed by the For The Record Muster Services Agreement
between ForTheRecord and the Client, 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.
Client: City OfYakima
r' N
sicftature:
Name. c�� rr
P i""11 &
Effective Rate:... I- "A
I'M `
Nam W% YYA
BusIress Title; QV_�_
0
Effective Date: r
jj
Confidential and proprietary. (D Copyright 2020, ForTheRecord, All rights reserved. Version 3 jApr1I 20201
QUID-08092-1,81,19r! 4/15/2021 Jacob Kirnminau Page 3 of 19
1.1 "Confidential Information" means all
information regarding a party's business, including, without
limitation, technical, marketing, financial, contracts, licenses,
operations, employee, planning, and other confidential or
roppriclary information discloment. that is
clearly identified as confidential or proprietary at the time of
disclosure or that the receiving party knew or should have
k.nown, under the Circumstances, was considered confidential
or proprietary, With respect to FTR, reasonably subject to
Protection under applicable law, Confidential Information
includes the source code, structure and logic of the FTR
ffcm-,
FTR Offerings, the Documentation and tile terms of this
Agreement. With respect to the Client, Confidential
Information means any information that the Client is required
by law to keep confidential ("Confidential Client Data").
1.2 "Client Data" means any documents, data,
information contained in anv document , record ing-bullpf ate
Other similar file submitted by (lient thrOLIgh the FTR
Offerings or provided by Clicut to FTR as part of the
0TRrings. I
13 "Documentation- means any user manuals,
hand books yi
describe the features, functionality or olicration of the FTR
Offerings.
1.4 "FTR Offerings" means the SaaS Services and/or
Software to be provided by FIR to Client in accordance with
the terms herein.
1.5 "Order Form" means any written order exectited
by both parties identify the sot1ware and services to be made
available by FTR, substantially in the form of tile initial order
attached hereto.
1.6 "Performance Data " means any log files,
metadaW and other technical performance data automatically
generated by the FTR Offerings relating to the use,
performance, efficacy, reliability and/or accuracy ofille FTR
Offerings.
13 "Premium Support" means FTR's Premium
Support offering as further described on Exhibit A.
1.8 "SaaS Service" means any hosted service to be
provided by FTR to Client in accordance with the terms herein.
1,9 "SafhPare" means the client -side software
application(s) to be provided by FTR to Client in accordance
with the terms herein,
1.10"Storage Services" means FTR's SaaS Service
that enables the storage of digital recordings, transcripts and
rneladata.
2, FTROrFERING.S
2.1 License to FTR Offerings , Subject to tile terms
and conditions of this Agreement, FTR hereby grants to Client
a non-sublicensable. non-varisferable (except as provided in
Section 15.6), non-CXGlUSiVC right and license to, (i) during (lie
applicable term of the Order Form, access and use the SaaS
Services, and (ii) install, execute and use the Software for the
term set forth in tile applicable Order Form, in, each case, in
accordance with the applicable Documentation and solely for
Client's internal business purposes (not for further resale and
distribution). Client may also request one (1) copy of the
Software for back-up, disaster recovery or archiQ
PJJtVPses
2.2 Support, FTR will (i) provide Client with access
to any bug fixes, hot pitches and error corrections that FTR
generally releases to other customers of the FTR Offerings, (ii)
use coarmicrcialIv reasonable endeavors to provide the SaaS
ServIctS, and (1111) provicle Premium Support " set forth
t�� when Premium SLipport is noted on an executed
Order Form.
2.3 Updates and NfodlflcationsClient
acknowled-es and agrees that FTR may, fr6m time to
n
litHilec certain updates and modifications to the FTR Offerings;
provided, Mat, FTR shall not, during the term of any applicable
Order Form, remove or substantially degrade, any material
feature or function of the applicable FTR Offerings.
3. IMPLEMENTATION AND TRAINING. From time to time, the
parties may enter into written work orders that reference this
Agreement (each, a" Statement of Work"), describing certain
configuration, implementation, training and other professional
services to be provided by FTR ("Professional Services").
FTR will perform the Professional Services in a professional
andworknianlikc manner, Client agrees to perform any or its
obligations Set forth in any Statement of Work, and will
reasonably cooperate with FTR in the performance of the
Professional Services, including, without limitation, providing
all information and personnel reasonably requested by FTR ill
the performance of the Professional Services. In addition,
Client will. provide any required consents in a timely manner.
4. RFSTRICTIONS. Client will not, and will not permit any, end
t
user of the FTR Offerings to: (a) use the FTR 05�61!p
Mrvest, collect, gatber or assemble information or data 0
regarding any third parties without their consent; (b) reverse
chgitwer, &ftsserfibleor d6comoile ariv corrigMigL gf Lbg - T
or make derivative wo*s b sed on any p�a
a it o (he M
Offcrhlgor (c) otherwise USO !lie V I K NelrvtCe in any Manner
that �cxecc& (he scope cifusic permitted un&r �4cariji 23,
S. FEES AND PAYMENT.
5.1 Fees. Client will pay the fees set forth on
applicable Order RIMi
5.2 Payments. Other than Fees pertaining to
Professional Services, al I Fees are due and payable in advance,
Client will pay FTR all amounts due under this, Agreement
within thirty (30) days after (he date orthe invoice therefor.
ruil-MAJ11
1--offheRccurd Muslor Service Teinis & Conditions I v.5. I Wy 2020 Page 4 of 10
permitted by applicable law, whichever is less, from the due
date until paid.
53 Taxes. Client (if Client does lit)[ provide
exempt certirl Cate) kOK+e responsible lor payment or ill I taxes
(other than taxes based oil FTR's income), rees, duties.,
dlbbr governmental charges, and any related penalties and
interest, arising front tile payment of Fees to FTR under this
Agreement (it, the provision oftlic FTR Technology to Client.
Client "Pill make all r.
reductionand without !
responsibility, and Client will provide
evidence as the FTR may reasonably tVclucsL, to establish that
such taxes have been paid,
5.4 Records: Audit. During the term of this
Agteer nenk and for at least three (t) yeats after its expiaattion or
termination (" ec° rdv, Term"), (`lieut will maintain at its
principal place of business complete and accurate records with
respect to Client's activities pursuant to this Ag,rceoaent,
including the number of courtrooms in which the FTR
Offerings Were used/tIcployed, the FIR Offprints used ill cuc,it
coin-troorn and all other data reasonably needed lbr vcritic,,ation
(A' mourn it) be paid to FTR under tilts Agreement, During
the Records Tenn, FTR will have the right, doting normal
business hour"; and�upon at lease ten {10) days prior notice, to
have an independent audit Orin sc ected by rl'R anti reaa'sonably
acceptable to Client inspect Client's facatrties and atidit (1ia nos
records relating( to Client's activities pursuant to this Agreement
in order to verity that Chennt has paid to FTR the correct
aancaunts owed under this ygreetanent and otherwise caanaphcad
with the terms of teas Agreement The audit will be conducted
at FTR's expense, unless the audit reveals that Client has
underpaid the amount;; owed to FTR by five percent (%) or
snore during the audited period, in which case Client will
reimburse FTR for all reasonaaltle costs and expenses incurred
by FTR in connection with such aaudit. Client will promptly glary
to FTR any amounts shown by any such audit to be owing hills
interest as provided in tlne subsection tilled Parytsneants. Such
aaUdits will be conducted nrs inn€nre than once in any period of
twelve COMccutive trnca olas. Any confidential or
lnt f&ft or Client disclosed to VIU or the independent
accounting firin in The course e or the audit will be deetnaecl tine
Confidential Information o (`pent., and tiny independent'
auditing firm will agree to be bound fay confidentiality terals at
least as pt;olectiv€: as those set fill-th in the section tilledl
Confidentiality.,
h. C(9NFt )ENTIAL a CNFORMATt()twt, 'rh a recc;i ang party
atgi°ees that it will not use or disclose to any third party
1tMlideantial lanforafnatioan tit" the disclosing party, except as
Cxpressly lnerrnaitted taan(ler tlii Ag;a-ectnnent Tke receiving party
will limit access to the C"ot)fitteaatill ttrforatn;ation taa those Who
laaave a need to ltanow curb illierunatiOn to use or provide the F` m
Service, The receiving party will protect tine disclo, ing; lnttrty's
Confidential Information froill Unauthorized use., access, oa°
disclosure in a reasonable Manner. (tpon te:rmitnattioln of tfais'
For'fheRucord Meister Service Terms & Conditions i v,5. 1 May 2020
2
lt.t VI'R Y-Ste"I and Tecthnology, Client
edges, that Hi t°ettaitrs, all right, title and itnte a st in and
-
all FTR rnrtnaniotnry .,.t
or provided to Client in connection with the. FTR Off rings (the.
"r, TR Tecahrrrtrlrrt tt" ), and that the FTR Technology is protected
by intellectual prcapet`ty rights owned by or licensed to FM
tbcr than as;expressly seat forth in this Agreement, no lics;aa;;et
or other rights in the FTR Technology are granted to the Client
81 CHOU Datan . Client retains all right, title and
interest in and to the Client Data. Client hereby, grants tea Fes'
a non-exclusive, royalty-frcc «and tCtlly paid license to 11,
sc Client
Data tear the; lattalaaase~ of providing the FTR Offerings and
Prote'siaatnal Services, In addition, Client hereby grants to C'l'K
a Doer-e clnsive, royalty -Reel, fully -pant, attevrcacable, and
Perpetual t°iglat and license to ttse. Client Data (i) caan an
aggregated ;arid dc-identified basis,and (it) collected from, or in
Connection with, public courtroom proceedings, in eaela erase,
for the purpose of testing, proelatct maintenance, supiatart
Pap 5of10
i
development and improvement of'F 'c prwraluc(s and Scrviccq.
1,,;Illllcr and without limiting the lotw gorttg, CHOW
acknowicolges and agrccs that VTK may be collcetiltg love-s►lool
inforination from user, and data:wubjects of the l'Tll, Olicritigs
in connection ®vith its privacy policy ovililitble at:
httnaa; Jvv vtv.lirttber ►ttal,aottt. ritttc . as ► ay be upduletl by
"lt from tittle to itat+, FTR will not o►(her"lise knowingly use
or access any Client Data unless authorized to do so by Clienl,
8.3 Performance Data , l-"1'lt shall have the right to
collect and analyze Periormancc Data, and FTR will be free
(during arid after the term of this Agreement) to use such
Perf°ornrance Drita for any lcbal ptu'posc; provided, that, stich
use does not reveal the Identify of Client or any judge, attorney,
witness, litigant or other cotu•trooni personnel,
8.4 Feedback. Client hereby grants FTR a
free, worldwide, trans fr llYsublicenscable, irrevocable,
perpewal license to use or incorporate into the FTR Service any
suggestions, enhancement requests, recommendations or other
feedback provided by Client, including Users, relating to the
FTRServicc. FTR shall not. identify Client as the source of any
such feedback,
9. CLIE\T'S OTHER OBLIGATIONS
9,l Compliance plirance vviQth Laws. Client will at all times
coolplya ,whit all liw s and regultitions applicable to it; use of the
FTR Offerings,, including providing any notices andiarr'
collecting, any consents aaea.es itty' too reeoni any individuaal's'
n, ,ne. staaternent(s), reeo"din g(s), likenccss image, biographical
information or rather personul n1ror°rrraatiou,in eonmction Will
the FTR Offerings.
91 Acrount and Passwords . Client Will he scrleiv
responsible for it) maintaining the; certrlidetniarlity read securil.wr
or, aril usei ninle(s t, passwworcltst aaurt eattaer raecos, credcoural(;;)
used by Client to aawcrsy its t''fR Offerings aaccourrt
(",4z°conotr "), and (i ) any una rttrarr`izt!tj tss r eat r lierpt s Aecatrriat
(except to the extent caused Iww° i TR ,� oe rtlitrl MiSe"frtliict car
racgli eneel_ in the event ofany uu udloriZCd UNc of ("tient's
Account. Client. will promptly notity lJR and take any aactionS
rea", aably regoested by FTR in connection will) srrch
unauthorized access.
(l"i EgUilaroe"( and 1`taciliCics , l."XCest to the extent
expressly undertaken by I°"I t( aaS paua Of its lrrct6e , tcriaarl
services tinder it Statement of Work, Client is solely
,,a��za miv l le fear orovidi►►e installing and rngnnan►brag, ,at its serle
Cost and expense, all a:oilut►enti hardware, peripltt
latcihtiesp sotlwva►rc gold scnw as es aactew act y for ('(test("s
and use Of the F"fit OficrilVK including without lisa'ritra
to use the FTR Offerings ill ac;cordtrr►cae wink the terra s herelrr.
9A Client Backups . Unless C"'licnt has a'►t► active
subscription to (lie Stairiagc Services, FTR haas no oblsglrrtieari to
More any Client luaa and Client shall be xcalely "I"Tonsibit' Iirt
Creating,,and triainlnining backups tot Ulient Data. In the event
C^ltlent his an aaclive subscription to the Storage S"Vic°trs, Client
r'®f rhefa_ecorcl Master Survice Tercns c& Cunclitialls 1 %, 5, I May 2020
thot wag no( required to be backed tip in connection with (he
Sturige Services,
9,5 Recording Responsibility
till racclAnAsit, inclinfing audict and visual recordings, to be
no liubility for any Failures or Omissions Of
petsollnel, to still or stop any recordings.
10. TERM ANv TERMINATION
10ATerrn. Unless earlier terminated pursuant to the
subsection titled Termination, the term of this Agreementsfiall'
eornmo iicc as of the. KI°lecative [)ale and shall continue for pentad
of three (3) years (tire "Tor)'"}, provided, however, that ;at the
encl ol'such initial testa and any extension or rcnet a,l thereot ,
tire• 'fertu shall be renewed for all additional one (1) year period
onle s a party provides, at least innety (eft?) days prior to the: cord"
taf the initial tcrrrr or any renewal thc;re0C wserrittcn notice that it
dares trot intent tew extend the term or Otherwise terminated the
e-File Agreement in accordance with this Section 10.
rr
(aa) For Breach. tither party (the -Non
Fat+ reciting ptart�^") relay terminate this A,g,ttreement, effe�tivs
innueditatoly upon wwriltcn nattier; to the other arty (the
"tilt°teaching, ('arty" 1, irihe Breaching pa►rly materially breaches
any provision of this Agreernern and does not substantially cure'
tile: Ilreach within sixtay' (60) days aatler receiving written notice
thereof from the Non -breaching Party.
(lal C,`ltssnges in heats° , if the obligruions
rrralauaac°d upon either paarty^ under this aagr^t tnent are i�r,ateriaalty
clam ,ctl„ or at,: mad(. illegal, pur-SUaant to a stAtute OILCourt+
mandate (including, Without limitation, lewcarl ctarart rules and
'itrate Stipfetrte court rules and sao ministr°ativu orders(. then that
parties shall work togclher° in good faith to dncorp into such
changes Into this Agreement in a c01111atercially reasonable
nia nner. In tite event the: parties Cannot reach alOcctaacnt with
respect to wtra;h chaaiage, ww+ithin fourtMi (14) datyS, theta ender
party rutty lernnnatle this Agrectnein Meath ten (to) days, written
notice to the outer party.
llL,AF, "feces of Tertnioutlom (haul( ierntinsticwn or
expiration of this Ag ;cnrerrt fever arny rcasOM tao ornotrrits owed
to under this Agreenlent befcrry such termination or
exputition will by stttnaediatcly aloe. and payable, (excluding,
will)respect to lacrgettrul Software liccols a all licensed e9 rights
gr°a►uted in this Atrcaslaer►t WI11 Immediately ccase, for exist, Out[
Client rrrust promptly discontinue further use of the [,-'fit
C}l'Iiirings, and C."hest taaust return tea FTR ai+i` copies of
lhoetrrltell uttion that the Client i^a not entitled to keep pttistrasnt
Page 6 of 10
to this subsection and certify to FTIZ in writing signed by eat
ofricer orcuent that it has fully complied With the r0regOili6.
10AAccess to Data, For a period of thirty (30) days
after the ternibiaLionkxpiration of tins Agreement, Client shall
have the tight to downbind, in it rotinat supported by
K&Tonie versions of the Client Data that are available in the
SaaS Services, At the end of such ninety (90) day period, FTR
shall have no further obligation to host any Client Datu,
10.5Survival. Sections and subsections titled
Definitions, Restrictions, Ownership, Fees and Payment,
Confidential Information, Wilrrtluti= Disclaimer,
Indemnification, Limitation of Liability, Effects of
Termination, Accesss to Data, Survival, and General Provisions
twill survive expiration or termination of this Agreement for any
reason.
11. W ARRANT%,; DISCLAIMER,
11.11-imited Warranty. FTR warrants that when
used as permitted by FTR and In accordance with the
DOe"I'lleot3ti(in (i) during the tern orthis Atweerrient. the SaaS
Service, and (ii) I'm a PeTiod of lulu1y (90) days front the date
of delivery, the Soffivare. In cact, cast. will Operate p% des ctibed
in the Doc urrontaticni it, all roaterial respects. If Client notifies
FTR k1fany breach Of the foregoing warranty. FTR sdlall, as
("liOnt-S Solt; orld cxcluskc te'llvdy, use commercial reasonable
erforts, to repair or replace the nojj-ojj farflu and FTR Offering as
is reasonatitv possible. Notwithstandimi Anvthino in
11.2Disclaimer. LxcrPTASI�XPRL-,SSLYPItOVil)[,,DIN
SECTION I I J, AND TO THE MAXIMUM FXFFNT PERMITTFU, BY
APPLICABLE LAW: (A) THu FTR OFITRING AND
DOCUMENTATION ARE PROVIDED "AYfS"AND 1� AS A VARABLE "
AIND (B) FTR AND ITS SUPPLIERS MAKE NO OTHER WAlZRANTH-'S,
FXPR-ESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWiK
INCLUDING, WITFIOI-Tr r.iMiTAIJOX ANY IMPLIED WARRANFIES
OF MERCHANTABILITY OR Ff] NLSS FOR A PARTICULAR PURPOSE
111.30jent Data Disclaimer. Client acknowledges
that FTR does not edit, and cannot verify, the completeness or
accuracy of the Client Data or any information therein. FTR
has no control over the content of any Client Dala made
available through the FTR Offierings, and FTR shall not be
tespOnSiblC lbrtifly actual or alleged loss ofIlrivilege or other
clautred utiary due to disclosure of scoled, confidential Or
Privileged inforniatiou in any client Data,
12.1 NDEMNIFICATION
12-18y ",'R. FTR will dclbnd at its own expense ally
action against Client brought by as third party it) the extent that
Ole action is based upon a claim lbal, the FTR Technology
infringes any LLS, copyrights m Palerlls, or inisapproprimes , tiny
trade secrels, and F'rit will pay those, costs and damages linally,
awarded against Client litany soch action that tire spoci licalty
ill a monetary settlerliclul (,)(such action, If tiny I—FR Tc
t)cconics, or it, r-rjus ottinton Is likclv to become. the �
ForTheKvcurd Master Service'reyius & Conditions I v.5.1 Miry Z020
ofan infringernem claim, FTR may, at its option and expense,
either (a) procure for Client the right to continue exercising the
righ(s license(( to Client in this Agreement; (b)rcplace or
modil'y (lie FTK Technology so that it becon4cs rion-infri0ghig
und rernains fulic(ionally equivalent; or (e) refund to Client 6"
payments of prepaid Few; made by Client to F-TR pursuant to
the gUbsection titled llees and Payment (to the extent that such
payments have not been recouped through credits against
accrued Fees), and terminate this Agreement by written notice
to Client, in accordance with the subsection titled Noiiccs.
No(wiHistanding the foregoing, FTR will have no
Advillitt subsection or otherwise with respect to any
infringement claim based upon (w) any unauthorized use
dtstribution of the FTR Technology by Client or any of its
personnel; (x) any use of the FTR Technology in combination
with other products, equipment, software, or data not supplied
by FTR or authorized by FTR in writing; (y) any use,
reproduction, or distribution or any release of the FTR
Technology other than the most current release made available
to Client; or (z) any modification of the FTR Technology by
any person other than FTR or its authOri7ed agents or
contractors. This subsection states FTR's entire liability and
i --ig , I "-#d-
11.21'rocedure. As a condition of FTR's performance
of its indemnification obligations hereunder, Client must (a)
promptly notify FTR of any third -party claim, suit, or action for
which it is seeking an indemnity hereunder (a " Claim");
provided, that. FTR shalt only be relieved of its
hereunder to uRl*W**sany delay by Client roaterially
prvjudicQ,s ability to defend such Claim, and (tat give [lie
FIR (lie sole control over the defense and settlement of such
ClaitnP•014dt?d, Milt, FTR May not enter into any settlement
that requires Cliont to admil liability or Pay any surn without
(lie prior written et rlw In of Client, such consent not to be
unreasonably widtheld, delayed or condi(ioned.
13. LIMITATION OF LKAIIILITVEXCEPT AS SETFOR:ri-i IN
'11118 SF , ('110N 13, TO THE EXTENT PEP&HIAT'D BY N No
FIVENT SI I A 11, F-11,A)R C), wNT BE IJARLE, SPFCI �\L
isl('10UNTAI., CON 8FQVfi ' NTIAL OR PLIkNITIVE L)ATVIAGEs L OR O$T
PROFITS IN ANY WAY RELATING TO nusAGREEMENT, IN No
EVENT SHALL FI-R.'s OR CLIENT'S AGOREGATF, CUMULATIVE
LIABILITY IN ANY WAYRULATINU Tot,tris AuREEMiENT EXQUED
THE AMOUNT OF FEES ACTUALL4 RECEIVED By FTR FRom,
CLIENT DURING '[[IF, -rwELVE, (12) MONFHS PRECEDING THE
CLAIM. TitE FOREGOING LlMlr/VI'IONS SHALL NOT APPLY TO
PAYMENT, CONFIDENTIALITY AND INDEMNITY OBLIGATIONS .
THE PARTIES WOULD NOT HAVE UNTERED INTO TRIS AGREEMENT
n1j'FFOR SUCI i LIMITATIONS.
NL"Mlt1M SUPI'Oltl
DEFINITIONS. The following capitnlized torms will linve the definitions set forth below:
1.1 "Normal Business lotiry' metros 4 a.m. to 5 p.m. Pucific 'rime try through
excluding federal holidays. Friday
1.2 "Selheduled Downtime" means the total amount of tune during any calen • r month, measured in
minutes, during* which Client is not able to access the SaaS Service due to planned system maintenance performed by
FTR. FTR will exercise r°easoaaarbie efforts to perform sche luled systern maintenance between the horns of 10 p.m.
and 3 a.m, Pacific Tirane. FTR will provide Client with reasonable pricar notice orsuela Scheduled Downtime,
"Upgrade" means any new version ofthe Software incorporating major new features and enhancements.
Upgrades are designated by progressing the version number to the left of the decimal (e.g. v 1.0 to v 2-0).
•1 Eielp t)i.s1c. FIR l ao all pro4 acto tt,lephono or e-mail support for the FIR Offerings covered under this
Prernaunr'S'tapport addendum during I-Tit's Normal Business hours toaassist ill identifying and diagnosing prgif)lems
will' rite F'1€i Offerings t taefa a a°1�orulc+..age`, hut,' fixes, iasasic%ow-to" titnetionahty yuostions, installations,
of warc Updates and So llwarc t, li��r,adc�}, ;tit help Desk calls shati, it, necessary, be prioritized according to the
soverity Of a cat], as dclennined by FTR ill its aiisetcaioti. I' l°I 140P Desk hours. time 7ornes, and polaeaca are subject
tat change at the option oaf l=Tit., [ fell, Dcsk Saaktprad does neti include Professional Services which shaall expressly be
undertaken thrOtigh St,uteaaictil of Work,
1.2 Corrtact,it"Bent shall aappoi;it tali to three (3) people as its authorized ctastonaer support contacts
Upon cal acknowledgement contac b t'l` c omelet -awed tec�hattcmil support conurcts Maty Contact FTR for rtppot ��utlicsiizcch`
technical support coartaets nittsr cctirtplcte Iriuning &air the Operation and tataaintcaiantce ia( dtc FTR t"`ffo:iiirgs h Specified
by FTR.fis
Assistance. Client shall promptly advise FTR of any failure with the FTR Offerings to comply with its
Documentation in all material respects and shall provide rcaseinatalc ;assistance and cooperation to allow FrP, to define
and resolve such non-compliance. This includes providing ('ill debuted problem description: ii) reasonable efroms
to reproduce the problem; and (iii) reasonsrhle aacces, to authorized e.ltstotnct, saalapoit cotttaet
Remote Diatgnostic$ e t *lient agroes to allow FTR reasonable remote access to tiro, Sol way°e ill order to
provide the necLance, Enterprise
n support lau nitaiat to flies 1'iYeririttm Support "(1dellduna, pcnrotc Oitagnoitics may include., with
PrOtes acccptServi, es st c prisc i(poaaitorirrg Service ("EMS") ar StniS Service included with Prenuum Support. An
Piodessional Services ro aair"od fca aictivatc EMS shall lie expressly undertaken through Statement of Work.
esitonse arind Resolution 1°imes. During
;l oitraal l3us`tttcss ilotu; "'it will provide an initial response to
any support request withineight (h) business hours, Theroaffer, FTR will use commercially reasonable eflu is to
provide a work around andior pe.rttnaraart fix within two () busaatcasss days 'eigtoss of k
FTR' offors may be tracked
tliaotagh rf, ctistoitilr portal, Should f'Tf to a1s progress Solt: udgulcul, detcrittlalcs that tlacia :is a reproducible error in the
Soliwarr it will, of its soli:: option„ liruvitic Client with a listworkartiruail, or
of the Softwaate With Blair error corrected, tatstrttct 'Bent to install a newer r ve
rsion
For`fhe]tecord Master Service Teens & C®ndiGotls I v,9. I May 2020 ®1
Exceptions to Support. FTR,,vill have no obligation under With respect to any errors, defects, delays,
downtime or other support issues to the extent caused by: (i) non-compliance by Client with any provision of this
Premium Support addendum; (ii) incompatibility ol'Client's equipment or software with the SaaS Service or
60MMis or inactions of Client or third purlieS; (iV) Client's use of the SaaS Service or Software after FTR has
Y's
or omissions ot'Clictit or Client's employees, agents, Contractors, or vendors, or anyone gaining access to the, S,'taS systemic Internet failures; (viii) network UnaWilaty OrClient's bandwidth
Downtime.
CLIENT REQUIREMENT&
Oio,ntNetwovk��aildSupptii,tKiiVit-oiiiiient. Client is responsible f6rMaintena1ce and roanagement of
its computer netwofk(s), s�crvcrs, andsofiWaVe, and ,my equipment orsttv ices related to maintenance ,and
UP'Mtzcibhoing. Client is responsible for correctly configuring its systems in accordance with any instructions
provided by FTR, as may be necessary for provision of access to the features and functions of the SaaS Service and
Software. Infiarniation related to supported environments may be found in the Documentation at
w-ww.fortherecord.com,
Client Assistance, (Aient will tc,IsOnably cootunate with FTR with any support request, and provide FTR
with such information as jeasonably requested by FTR,, including, without firmuitiow (a) a general description of
clicrifsoneratint, envinvisnogal 01)'1 6'.4 --l-L-1 —1.1-1 --., —
hies 11�k requests, to assist with
,will not tic, responsible for any such delays,
Maintenance. FTR will provide Updates to the Software that are commercialty released durin.g the TermAll
are released in &98tesdiscretion of FTR, and FTR has no hkiFftR""MXF~
not include the provision o fUpgrades.