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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.