HomeMy WebLinkAboutSelectron Technologies, Inc. - Master Services and Hosting AgreementTECH N0LOG |ES, INC
Mr. James Dean
Utility Services Manager
City ofYakima
129N.Second Street
Yakima, VVA989O1
Dear Mr. Dean,
This letter is intended to be a letter of understanding between the City and Selectron
Technologies, Inc., regarding the Scope of Work and for the implementation of your Selectron
Asaccepted 6vthe City below, this will constitute acceptance ofthe items within this letter
under the terms and conditions currently ineffect. |fthere isaconflict with eterm within these
documents, the order of precedence will, be:
Letter of Understanding
Scope ofWork starting onpage 2ofthis letter
Master Services and Hosting Agreement dated March 2, 2016
If you have any questions or concerns, please do not hesitate to contact us at your earliest
convenience.
[odd -A. Jkhs#tnPresident an CEO
Accepted By:
Date Accepted:
Authorized Representative
CITY CONTRACT NO:
RESOLUTION NO.' �ju
12323am66th Avenue Portland, onerzz V:xosuru.0u4u p50o.4o .2052
Scope of Work
EXHIBIT A
L
L
PRE -PAID ESSAGE BUNDLES
40,000
Delivered Messages
$6,400
$6,400
PRE -PAID MESSAGE BUNDLE SUBTOTAL $6,400
Average Cost Per Message $0.16
The pricing provided requires extending the City's existing 5-year contract to 9 years total.
This new pricing/bundle is effective from Year 5 (11/1/2020 — 10/31/2021) to Year 9
(11/1/2024 — 10/31/2025).
Unused messages from Year 4 (11/1/2019 — 10/31/2020) will roll over to Year 5 (11/1/2020
— 10/31/2021).
PRICING ~'PAY ENT INFOR AT0O
PRE -PAID MESSAGE BUNDLE FEE SCHEDULE
-100% Invoiced no more than 60 days upon anticipated reload ofmessages oras requested
.*Outbound messages are purchased inannual call bundles. Calls, as defined by the
^agreement, that are not used rollover tnthe next qualifyingoenewxzL The rollover calls
from one period may only be used to offset overages in the next immediate period. If
there are nooverages from one period, the rollover calls from the prior period expire.
A qualifying renewal is one that is equal to or greater than the previous period. /fcustomer chooses
to reduce their annual plan renewal, rollover calls do not apply, with the following exception.
^ Unused messagesfrom the year ending October 31, 2020 will rollover to the following year.
TAXES
Sales Tax or any other applicable taxes are NOT included in any of this proposal's pricing
information. Iftaxes become applicable, these taxes will then need to be added to the proposed
PAYMENTTERMS
Terms are net 3Ofrom date ofinvoice. Past due invoices are subject toa
1.5% per month late fee. All presented pricing is in US Dollars.
VENDOR INFORMATION
Se|ectronTechnologies, Inc.
l2323SW66thAvenue
Portland, OR97223
Ph: 503/43.1400 Fax: 503/443.2052
1
electron
ilk
TECHNOLOGIES, INC.
Master Services and Hosting Agreement
This Master Services and Hosting Agreement (this "Agreement ") by and between Selectron Technologies, Inc., an Oregon
corporation having a principal place of business at 12323 SW 66t Avenue, Portland, OR 97223, and its successors and assigns
( "Selectron "), and the City of Yakima, Washington ( "Licensee ").
Recitals
Whereas, as between Selectron and Licensee, Selectron is the owner of all rights, titles, and interest in and to certain software
and materials, identified more particularly in this Agreement as the "Licensed Software "; and
Whereas, Selectron wishes to grant to Licensee, and Licensee desires to obtain from Selectron, certain rights to access and
use, and to permit authorized Licensee employees to access and use the Licensed Software through Selectron's application
hosting service, as more particularly described below and in accordance with the terms and conditions of this Agreement.
Now, Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the following
terms and conditions, which set forth the rights, duties and obligations of the parties:
Agreement
1. Definitions 1.5 "Employee" shall mean a then - current
employee of Licensee.
For purposes of this Agreement, the following terms shall
have the following meanings. Any capitalized terms used 1.6 "Intellectual Property Rights" shall
in this Agreement that are not defined in this Section 1 mean all rights associated with (a) patents, designs,
shall have the meaning given to them elsewhere in this algorithms, and other industrial property rights; (b) works
Agreement. of authorship, including copyrights, "moral rights ", and
1.1 "Aggregate Data" means information, derivative works thereof; (c) the protection of trade and
data, and statistics about a group of individuals, industrial secrets and confidential information;
organizations, or transactions that cannot be used to (d) Trademarks (as defined herein); (e) all other
identify Licensee or a particular individual, including intellectual and industrial property rights (of every kind
Licensee Data that has been de- identified and anonymized and nature throughout the world and however
and combined with data about other individuals and
designated), whether arising by operation of law, contract,
transactions. license, or otherwise; and (f) all registrations, initial
applications, divisions, continuations, renewals,
1.2 "Authorized User" means an Employee extensions, divisions, and re- issuances of any of the
that Licensee provides with access to the Licensed foregoing, now existing or acquired in the future.
Software.
1.7 "Licensed Software" shall mean,
1.3 "Derivative Work" shall mean a new or collectively, (a) the software programs that are listed in
modified work that is based on or derived from a Exhibit A and further described in Exhibit C; (b) the
preexisting work, including, without limitation, a work that Documentation; and (c) any Updates.
in the absence of a license, would infringe the Intellectual 1.8 "Licensee Data" means structured data
Property Rights associated with such preexisting work.
about and identifiable to customers of Licensee, including
1.4 "Documentation" shall mean the without limitation data about transactions between such
standard documentation for the Licensed Software, as customers and Licensee, (a) that Licensee provides to
generally provided by Selectron to its other customers. Selectron to enable Selectron to provide the Licensed
Software and the Services, (b) that Selectron collects from
Licensee's customers to facilitate payments by those
Z
customers to Licensee, or (c) that Selectron otherwise 1.16 "Work Product" means any and all work
collects or creates, including by automated means, in the product, deliverables, materials, drawings, works of
course of performing the Services or providing the authorship, creative works, designs, inventions,
Licensed Software to Licensee. documentation, methods, processes, techniques,
software, reports, or data created or developed by
1.9 "PCI Data" means Cardholder Data Selectron in the course of performing the Services or
(including, without limitation, Primary Account Number, providing the Licensed Software, excluding Licensee Data.
cardholder name, expiration date, and service code) and
Sensitive Authentication Data (including without limitation 2. Grant of License; Restrictions
full magnetic stripe data or the equivalent on a chip,
CAV2 /CVC2 /CW2 /CID, PINS /PIN block), as such terms are 2.1 Grant of License to Use Licensed
defined by the PCI Security Standards Council. Software. Subject to the terms and conditions of this
Agreement, including the End User License Agreement
1.10 "Security Incident" means a breach of ( "EULA ") attached hereto as Exhibit D which is
security resulting in an unauthorized third party gaining incorporated into and made a part hereof, and the timely
access to Licensee Data if (a) such breach creates a payment of all fees hereunder, Selectron hereby grants to
substantial risk of harm to Licensee or any individual(s) and Licensee a non - exclusive, nontransferable,
(b) the Licensee Data was accessed in unencrypted, usable, nonsublicensable, limited license, during the Term, to
or readable form or it is reasonably likely that the access and use the Licensed Software solely in accordance
unauthorized third party has acquired or will acquire the with the Documentation and the EULA and solely for
decryption key or other means of converting the Licensee Licensee's own internal business use. Licensee may only
Data to readable or usable form. access and use the Licensed Software through its
Authorized Users using valid customer identification(s)
1.11 "Services" means the outbound call issued pursuant to Section 3.3. Except as set forth in this
management, customization, training, set -up, Section 2.1 or the EULA, no other right or license of any
configuration, or other services listed in Exhibit A and kind is granted by Selectron to Licensee hereunder with
further described in Exhibit C hereto, the Technical respect to the Licensed Software.
Support Services, and any other services Selectron
provides to Licensee as described herein. 2.2 Software Restrictions. Licensee hereby
acknowledges and agrees that it shall not use the Licensed
1.12 "Technical Support Services" means the Software for any purpose other than the purpose for which
maintenance and technical support services described in Selectron has developed the Licensed Software, and that it
Exhibit B hereto. shall use the Licensed Software in accordance with the
EULA and all applicable laws, rules, and regulations. In the
1.13 "Term" shall have the meaning set forth event of any violation of this Section 2.2 or the terms of
in Section 11.1. the EULA by Licensee or any person Licensee provides with
access to the Licensed Software (whether or not such
1.14 "Trademarks" shall mean (a) the person is an Authorized User), Selectron may terminate
trademarks, trade names, and service marks used by a this Agreement in accordance with Section 11.2, and shall
party, whether registered or unregistered; (b) the be entitled to equitable relief in accordance with
respective stylistic marks and distinctive logotypes for such Section 12.5.
trademarks, trade names, and service marks; (c) such
other marks and logotypes as either party may designate 2.3 Data Restrictions. Selectron hereby
from time to time in writing; and (d) the goodwill acknowledges that the Licensee Data may contain
connected with the use of and symbolized by any of the sensitive, personally - identifiable information. Selectron
foregoing. will not disclose Licensee Data to any third -party except as
required to perform its obligations under this Agreement
1.15 "Updates" shall mean any modifications, (e.g., transmittal of PCI Data to Licensee's designated
error corrections, bug fixes, new releases, or other updates payment gateway) and will maintain and use the Licensee
of or to Licensed Software, including the Documentation, Data only for purposes of performing its obligations under
that may be provided or otherwise made available this Agreement. Except as otherwise expressly provided
hereunder by Selectron to Licensee during the Term. herein, Selectron will promptly delete any Licensee Data
' T
that Licensee requests in writing to be deleted (except for Testing Period, the Licensed Software shall be deemed
data retention required by law). accepted, and Licensee's sole remedy for any non-
conformance shall be the Technical Support Services
2.4 Rights in Aggregate Data. provided hereunder.
Notwithstanding Section 2.3, Selectron may, (a) during the
term of this Agreement, use and analyze the Licensee Data 3.3 Authorized Users; Licensee
to generate Aggregate Data and (b) during and after the Identification and Passwords. Licensee shall not permit
term of this Agreement, retain, use, publish, and otherwise any person to access the Licensed Software other than
disclose Aggregate Data without restriction, so long as the Employees whom Licensee has designated as Authorized
Aggregate Data is disclosed in a form in which it cannot be Users. Each individual natural person shall be a separate
used to identify Licensee or any particular individual(s). By Authorized User for purposes of this Agreement. Licensee
way of example and without creating any limitation, shall create or request that Selectron create unique log -in
Selectron may analyze the Licensee Data along with data credentials, consisting of a "User Identification" and "User
gathered from other sources to generate statistics and Password ", for each individual Authorized User who shall
analytics about success rates of municipalities in collecting be accessing the Licensed Software. Licensee hereby
payments in response to IVR notification calls. acknowledges that Licensee and its Authorized Users bear
sole responsibility for protecting the confidentiality of all
3. Deliverables and Services User Passwords and shall remain fully responsible and
liable for (and Selectron shall not be responsible or liable
3.1 Services. Selectron shall perform the for) any unauthorized use of any User Identifications or
Services described in Exhibit A and Exhibit C and the User Passwords. Licensee shall not share or disclose, and
Technical Support Services described in Exhibit B in shall not permit any Authorized User to share or disclose,
accordance with the terms of this Agreement. such Authorized User's log -in credentials with or to any
other individual or entity, even if such other individual is
3.2 Delivery, Testing, and Acceptance. All also an Authorized User. A User Identification may not be
deliveries of equipment or physical goods required under transferred from one Authorized User to another
this Agreement shall be F.C.A. Selectron's facilities. Authorized User. Licensee shall promptly terminate (or
Selectron shall provide Licensee with the Documentation cause to be terminated by requesting that Selectron
and access to the Licensed Software according to the terminate) the User Identification for any individual who
delivery, testing, and acceptance schedule and terms and ceases to be an Authorized User for any reason, including
conditions set forth in Exhibit A and Exhibit C. Unless a without limitation due to termination of such individual's
testing period ( "Testing Period ") of different duration is employment with Licensee. Licensee shall promptly notify
set forth in Exhibit A or Exhibit C, Licensee shall have a Selectron if it discovers or suspects that any log -in
Testing Period of thirty (30) days from the date of delivery credentials have been accessed or used by any person
of any Licensed Softwares, including any customized other than the Authorized User to which such log -in
Licensed Software, to inspect and test the Licensed credentials were granted, in which case Selectron shall
Software. Licensee may reject the Licensed Software promptly reset or provide Licensee with a means of
during the Testing Period by providing Selectron with resetting the password associated with such log -in
written notice of rejection describing any failure of the credentials.
Licensed Software to substantially comply with the limited
warranty set forth in Section 7.2 in sufficient detail to 3.4 Hosting. During the Term, Selectron
enable Selectron to reproduce such failure. As soon as is and /or its designees shall host and maintain the Licensed
commercially reasonable after receipt of such notice of Software, and provide access thereto, subject to the terms
rejection, Selectron shall correct any such substantial non- and conditions of this Agreement and the EULA.
conformity, and upon delivery of a corrected release of the
Licensed Software, Licensee shall have another Testing 3.5 Updates, Maintenance, and Technical
Period of equal duration to the original Testing Period to Support. During the Term, Selectron shall provide
inspect and test the Software and to accept or reject it in Licensee with Updates as they are made generally
accordance with the foregoing procedures. The Service available by Selectron to its other customers, as well as
Fees applicable to any Licensed Software rejected in maintenance and technical support, in accordance with
accordance with this Section 3.2 shall be suspended until a the terms and conditions set forth in Exhibit B. Any Update
corrected release is accepted by Licensee. If Licensee fails provided or made available by Selectron hereunder shall
to reject any release of Licensed Software during its
be deemed part of the Licensed Software and shall be the parties agree to cooperate in good faith to promptly
subject to the terms and conditions of this Agreement. resolve any disputed invoice within fifteen (15) days of
Selectron's receipt of Licensee's written notice of dispute.
3.6 Other Modifications to the Licensed In the event Licensee disputes any amounts invoiced by
Software. Licensee understands and agrees that Selectron Selectron in good faith, the undisputed amount shall be
may make modifications and updates to the Licensed paid when due, and only disputed amounts shall be
Software from time to time. Selectron may determine in withheld pending resolution of the dispute. If payment of
its sole discretion whether to provide such modifications a disputed amount has already been made and later
and updates to Licensee and its other customers as an resolution of the dispute is in Licensee's favor, a credit will
Update hereunder, or whether such modifications and be issed by Selectron to Licensee on the next invoice.
updates will be issued as a separate or new product or
premium version of the Licensed Software that is available 4.4 Fee Increases. During the Initial Term,
only at an additional charge. the Service Fees set forth in Exhibit A shall apply. After the
Initial Term (as defined in Section 11.1 below), Selectron
3.7 Further Licensee Obligations. Licensee will negotiate future fees in good faith with Licensee.
shall be solely responsible for acquiring and maintaining,
at its own expense, the necessary equipment and Internet 4.5 Taxes. All prices set forth in this
and telecommunication services required to access the Agreement are in U.S. Dollars and are exclusive of any
Licensed Software and the Services. Licensee applicable taxes. Licensee shall pay, indemnify, and hold
acknowledges that Selectron shall have no obligation to Selectron harmless from all import and export duties,
assist Licensee in using or accessing the Licensed Software customs fees, levies, or imposts, and all sales, use, value
or the Service except as expressly set forth in this added, or other taxes or governmental charges of any
Agreement. nature, including penalties and interest, and all
government permit or license fees assessed upon or with
4. Fees and Payment respect to any products sold, leased, or licensed to
Licensee and any services rendered to Licensee; provided,
4.1 Service Fees. Licensee shall pay to however, that Licensee be responsible for paying any taxes
Selectron service fees ( "Service Fees ") in the amounts and imposed on, or with respect to, Selectron's income,
according to the terms and conditions set forth in revenues, gross receipts, personnel, or real or personal
Exhibit A. In addition to the payment of Service Fees, property or other assets.
unless different terms are provided for in Exhibit A,
Licensee agrees to reimburse Selectron for all actual, 5. Proprietary Rights
documented and reasonable travel and out -of- pocket
expenses incurred by Selectron in connection with the As between Selectron and Licensee, Selectron and /or its
performance of any Services. licensors own and shall retain all right, title and interest,
including, without limitation, all Intellectual Property
4.2 Payment Terms. Unless different Rights in and to the Licensed Software and any Work
payment terms are set forth in Exhibit A, all fees and Product resulting from performance of the Services and
expenses payable hereunder shall be due thirty (30) days any portions thereof, including without limitation any copy
from the date of invoice, and any amounts not paid when or Derivative Work of the Licensed Software (or any
due will incur late fee charges at the rate of 1.5% per portion thereof) and any Updates and upgrades thereto.
month, or the maximum rate permitted by applicable law, Licensee agrees to take any action reasonably requested
whichever is lower, calculated on a daily basis. If any by Selectron to evidence, maintain, enforce, or defend the
amounts are past due and outstanding, Selectron reserves foregoing. Licensee shall not take any action to jeopardize,
the right to suspend the licenses granted hereunder, encumber, limit, or interfere in any manner with
suspend access to the Licensed Software, and discontinue Selectron's or its licensors' ownership of and rights with
the Services until all outstanding amounts are paid. respect to the Licensed Software or Service, or any
Selectron is entitled to recover all costs of collection, Derivative Work or Update or upgrade thereto. The
including attorney's fees and related expenses. Licensed Software and any Work Product are licensed, not
sold, and Licensee shall have only those rights in and to the
4.3 Disputed Amounts. Any disputed Licensed Software and Work Product and any Derivative
charges must be presented by Licensee to Selectron in Work or Update or upgrade thereto as are expressly
writing within fifteen (15) days of the date of invoice, and granted to it under this Agreement, including the EULA.
6. Proprietary Information limitations; (c) it has been independently developed by the
receiving party without reference to or use of the
During the Term of this Agreement and after the disclosing party's Proprietary Information; or (d) it was
termination of this Agreement, the parties will take all rightfully known to the receiving party prior to its first
steps reasonably necessary to hold the other party's receipt from the disclosing party. The receiving party shall
Proprietary Information in confidence, will not use the be entitled to disclose the disclosing party's Proprietary
disclosing party's Proprietary Information in any manner Information if required by law or a judicial order; provided
or for any purpose not expressly set forth in this that the receiving party first provides prompt notice of the
Agreement, and will not disclose any such Proprietary required disclosure to the disclosing party, and complies
Information to any third party without the disclosing with any protective or similar order obtained by the
party's express prior written consent; provided, however, disclosing party limiting the required disclosure.
that each party (the "receiving party ") may disclose
Proprietary Information of the other party (the "disclosing 7. Representations and Warranties; Warranty
party ") (a) to such receiving party's employees, directors, Disclaimer.
officers, contractors, and agents (collectively,
"Representatives ") who have a need to know such 7.1 Mutual Representations. Each party
information and who have been advised of and have represents and warrants to the other party that the
agreed to comply with the confidentiality restrictions execution, delivery and performance of this Agreement
contained in this Section 6 and (b) to such third parties as (a) is within its corporate powers, (b) has been duly
are authorized or directed by the disclosing party in authorized by all necessary corporate action on such
writing. Each party shall be responsible and liable for the party's part, and (c) does not and shall not contravene or
actions and omissions of its Representatives. "Proprietary constitute a default under, and is not and shall not be
Information" belonging to a disclosing party includes, but inconsistent with, any judgment, decree or order, or any
is not limited to, such disclosing party's (a) trade secrets, contract, agreement, or other undertaking, applicable to
inventions, ideas, processes, formulas, source and object such party.
codes, data, other works of authorship, know -how,
improvements, discoveries, developments, designs, and 7.2 Limited Software Warranty and
techniques; (b) information regarding its plans for Exclusive Remedy. Subject to the limitations set forth in
research, development, new products, marketing and this Agreement, Selectron represents and warrants to
selling, budgets and unpublished financial statements, Licensee that the Licensed Software, when used in
licenses, prices and costs, suppliers and customers; (c) accordance with the Documentation, shall throughout the
information regarding the skills and compensation of Term substantially conform to the functional specifications
employees, and (d) other information about or belonging in such Documentation. If Licensee finds what it
to such disclosing party that the receiving party should reasonably believes to be a failure of the Licensed
reasonably know, due to the nature of the information or Software to substantially conform to the functional
the circumstances surrounding its disclosure, is regarded specifications in the Documentation, and provides
by the disclosing party as confidential. Proprietary Selectron with a written report that describes such failure
Information includes reports, analyses, notes, and other in sufficient detail to enable Selectron to reproduce such
information or materials that contain or are derived using failure, Selectron shall use commercially reasonable
the disclosing party's Proprietary Information, even if efforts to correct or provide a workaround for such failure
developed in whole or in part by the receiving party. at no additional charge to Licensee in accordance with
Exhibit B hereto. Outside the United States, this limited
For clarity, information about the Licensed Software, warranty is only available with proof of purchase from an
including information about its features, functionality, and authorized source. EXCEPT FOR THE EXPRESS WARRANTY
pricing, are and shall remain the Proprietary Information ABOVE, SELECTRON PROVIDES THE LICENSED SOFTWARE
of Selectron. For further clarity, Licensee Data is and shall TO LICENSEE "AS IS" AND "AS AVAILABLE." SELECTRON
remain the Proprietary Information of Licensee. MAKES NO WARRANTY THAT ALL ERRORS, FAILURES, OR
DEFECTS SHALL BE CORRECTED, OR THAT ACCESS TO OR
Notwithstanding the foregoing, information will not be USE OF THE LICENSED SOFTWARE SHALL BE
considered to be Proprietary Information if (a) it is readily UNINTERRUPTED, ERROR -FREE, OR SECURE. NO ORAL OR
available to the public other than by a breach of this WRITTEN INFORMATION OR ADVICE PROVIDED BY
Agreement; (b) it has been rightfully received by the SELECTRON, ITS AGENTS, OR ITS EMPLOYEES, SHALL
receiving party from a third party without confidentiality CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS connection with the Licensed Software, or combination of
AGREEMENT. This Section states the entire liability of the Licensed Software with any other materials or service,
Selectron and the sole and exclusive remedy of Licensee unless the combination is performed by Selectron;
with respect to any breach of the foregoing express (b) transportation, neglect, misuse, or misapplication of
warranty. the Licensed Software, or any use of the Licensed Software
that is not in accordance with this Agreement, the EULA,
7.3 Limited Services Warranty and and /or the Documentation; (c) alteration, modification, or
Exclusive Remedy. Subject to the limitations set forth in enhancement of the Licensed Software, except as may be
this Agreement, Selectron warrants that the Services shall performed by Selectron; (d) failure to provide a suitable
be performed in a professional and workmanlike manner. use environment for all or any part of the Licensed
Selectron's sole obligation, and Licensee's exclusive Software; or (e) failure to maintain systems and
remedy for breach of the foregoing warranty, is that environments that are compatible with Updates.
Selectron shall use its commercially reasonable efforts to
re- perform the Services or otherwise cure such breach. If, 8. Security
in Selectron's sole judgement, curing the breach is not
commercially feasible, Selectron shall credit Licensee for a 8.1 Internet Security. Selectron's Licensed
portion of the fees allocable to the affected period of time Software is made available through the Internet and may
that is proportionate to the period the Services or be used to access and transfer information over the
Licensee's ability to access or use the Licensed Software Internet. Licensee is solely responsible for the security and
was impaired. integrity of information it transfers from the Licensed
Software, if any. Selectron makes no representations or
7.4 Disclaimer of Other Warranties. THE warranties to Licensee regarding (a) the security or privacy
EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 AND of Licensee's network environment, or (b) any third -party
SECTION 8.4 CONSTITUTE THE ONLY WARRANTIES MADE technologies' or services' ability to meet Licensee's
BY SELECTRON WITH RESPECT TO THE LICENSED security and privacy needs. These third -party technologies
SOFTWARE AND THE SERVICES AND ANY OTHER SUBJECT and services may include, but are not limited to, operating
MATTER OF THIS AGREEMENT. SELECTRON MAKES NO systems, database management systems, web servers, and
OTHER, AND HEREBY DISCLAIMS ALL OTHER, payment processing services. Licensee is solely
REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF responsible for ensuring a secure environment for
ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT information it transfers from the Licensed Software, if any.
OR BY OPERATION OF LAW), OR STATUTORY, WITH Further, Licensee acknowledges and agrees that Selectron
RESPECT TO THE LICENSED SOFTWARE, THE SERVICES, OR does not operate or control the Internet and that Selectron
ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. shall have no responsibility or liability in connection with a
SELECTRON EXPRESSLY DISCLAIMS ALL WARRANTIES OR breach of security or privacy regarding the Licensed
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A Software or information contained therein that is caused
PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, by (a) viruses, worms, Trojan horses, or other undesirable
AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF data or software; (b) unauthorized users, e.g., hackers; or
DEALING, COURSE OF PERFORMANCE, OR USAGE OF (c) any other third party or activity beyond Selectron's
TRADE. SELECTRON DOES NOT WARRANT THAT ANY USE reasonable control; in each of the foregoing cases, except
OF OR ACCESS TO THE LICENSED SOFTWARE SHALL BE to the extent caused by Selectron's breach of Section 8.3
ERROR -FREE OR SECURE, OR THAT OPERATION OF THE or 8.4.
LICENSED SOFTWARE SHALL BE UNINTERRUPTED, AND
HEREBY DISCLAIMS ANY AND ALL LIABILITY IN 8.2 Outbound Services Disclaimer.
CONNECTION THEREWITH. LICENSEE ACKNOWLEDGES Outbound services are intended to create additional
THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN methods of communication to Licensee's employees who
THE EXPRESS WARRANTIES IN SECTION 7 AND SECTION 8.4 use the Licensed Software in support of existing processes.
OF THIS AGREEMENT. These services are not intended to replace all interaction
with Licensee's end users or employees. While the
7.5 Defects Not Covered by Warranties. outbound services have been created with the best
Selectron shall have no obligations under Section 7.2 to available tools and practices, they are dependent on
the extent any nonconformance or failure of, or error in, infrastructure that is inherently not fail - proof, including
the Licensed Software is caused by (a) use of any but not limited to infrastructure such as software,
attachment, feature, hardware, software, or device in computer hardware, network services, telephone services,
and e-mail. Examples of situations that could cause failure Licensee with an Attestation of Compliance or Attestation
include but are not limited to: down phone lines, all lines of Validation confirming such compliance.
busy, equipment failure, email address changes, and
Internet service disruptions. For this reason, while 8.5 Incident Response. In the event
outbound services are valuable in providing enhanced Selectron becomes aware of a confirmed or suspected
communication, they are specifically not designed to be Security Incident involving the unauthorized disclosure or
used as the sole method to deliver critical messages. theft of PCI Data, Selectron shall (a) notify Licensee, (b)
Licensee acknowledges that it is aware of the potential cooperate in any investigation, (c) promptly take
hazards associated with relying on an automated reasonable measures to prevent further unauthorized
outbound service feature, when using the Licensed access or use of the Licensee Data, (d) cooperate with
Software, and Licensee acknowledges and agrees that it is Licensee's notification to affected individuals if such
giving up in advance any right to sue or make any claim notification is required by applicable law or regulation, and
against Selectron, and that Licensee forever releases (e) perform all such other acts, or cooperate with
Selectron from any and all liability caused by (a) any failed Licensee's performance of all such other acts, that are
call attempts (including excess of calls over and above required with respect to such Security Incident by
network or system capacity), incomplete calls, or any busy- applicable law or regulation.
outs; (b) any failure to transmit, obtain or collect data from
callers or for human and machine errors, faulty or 8.6 Limited Scope of PCI Data Processing.
erroneous input, inarticulate caller communication, caller The parties acknowledge that Selectron's sole processing
delays or call lengths exceeding estimated call lengths or of PCI Data on behalf of Licensee shall consist of (a)
omissions, delays and losses in connection with the collecting PCI Data needed to facilitate payments to
Services provided hereunder; or (c) if Licensee, or Licensee, (b) transmitting such PCI Data to a third party
Licensee's employees, suffer injury or damage due to the payment gateway designated by Licensee, and (c)
failure of outbound services to operate, even though receiving confirmation via the payment gateway that the
Licensee does not know what or how extensive those payment transaction has been completed. After
injuries or damages might be, unless such losses were transmittal of PCI Data to the payment gateway, Selectron
directly attributable to Selectron's gross negligence or will not retain, store, or continue to use or process such
willful misconduct. PCI Data.
8.3 Privacy and Security Standards. 8.7 Data Transfers Between Licensee and
Selectron agrees that it will gather, collect, receive, Selectron. The parties acknowledge that, to facilitate
generate, store, use, maintain, transmit, process, import, providing the Services and the Licensed Software,
export, transfer and disclose the Licensee Data Selectron and Licensee shall regularly transfer Licensee
substantially in compliance with applicable data Data to each other. Licensee, not Selectron, is responsible
protection, security, breach notification and privacy laws, for providing and maintaining a secure file transfer
rules, regulations and industry standards to which protocol for such transfer of Licensee Data, and shall be
Selectron is subject. Selectron shall, at all times, use responsible for maintaining the security of the system
reasonable measures to protect the confidentiality of the components, environment, and procedures of such file
Licensee Data in its possession or care, including technical, transfer protocol.
administrative, and physical safeguards that are
appropriate given the nature of the Licensee Data. 8.8 Licensee's Privacy Practices. Licensee
acknowledges that the Licensee Data includes information
8.4 PCI Compliance. Selectron warrants about individuals with whom Licensee, rather than
that, during the Term of this Agreement, (a) all system Selectron, has direct relationships. Therefore, it is
components, people, processes, and the cardholder data Licensee's obligation, and not Selectron's obligation, to
environment that are used in Selectron's collection, provide any privacy notices or disclosures to, and obtain
transmittal, or other processing of PCI Data on behalf of any consent from, such individuals as may be required by
Licensee are and shall remain compliant with the applicable law with respect to processing of the Licensee
applicable provisions of PCI DSS; and (b) Selectron Data by Selectron on Licensee's behalf. Licensee
PayEngineTM, Selectron's proprietary payment application, represents, warrants, and covenants to Selectron that (a)
is and shall remain compliant with PA -DSS. On an annual Licensee has the authority to transmit the Licensee Data to
basis or upon Licensee's request, Selectron shall provide Selectron; and (b) Selectron's collection, storage,
transmittal, and other processing of the Licensee Data on
behalf of Licensee, as described in the Documentation and harmless for, from and against all liabilities, costs,
this Agreement, does not and will not violate any damages, and expenses (including reasonable attorney's
applicable laws, regulations, ordinances, contracts, fees) awarded against or incurred by Selectron in such
policies, orders, or decrees to which Licensee is subject. action(s) that are attributable to such claim.
9. Indemnification 9.3 Security Related Indemnity Obligations
of Selectron. If an investigation performed by a qualified
9.1 Infringement Indemnity Obligations of third party forensic investigator confirms that a Security
Selectron. Selectron shall defend any action brought Incident was caused solely by an act or omission of
against Licensee to the extent it is based on a third party Selectron, including any security vulnerability in system
claim that use by Licensee of the Licensed Software as components, procedures, or environments owned or
furnished hereunder, which use is in accordance with the controlled by Selectron, then Selectron shall defend,
terms and conditions of this Agreement, directly infringes indemnify, and hold harmless Licensee for, from and
or misappropriates any valid United States patent, against all liabilities, costs, damages, fines, penalties, and
copyright, or trade secret. Selectron shall pay any expenses (including reasonable attorney's fees) incurred
liabilities, costs, damages, and expenses (including by Licensee as a result of such Security Incident, including
reasonable attorney's fees) finally awarded against the reasonable costs of investigation and reasonable costs
Licensee in such action that are attributable to such claim. of notification to affected individuals and providing credit
Licensee agrees to promptly notify Selectron of any known monitoring or other fraud prevention services, but only to
or suspected infringement or misappropriation of the extent such notification, credit monitoring, or other
Selectron's proprietary rights of which Licensee becomes fraud prevention services are required by applicable laws,
aware. Should the Licensed Software become, or be likely regulations, a court order or consent decree, or the terms
to become in Selectron's opinion, the subject of any claim of a settlement and release of claims arising from such
of infringement, Selectron may, at its option (a) procure Security Incident that Selectron has consented to
for Licensee the right to continue using the potentially (collectively, "Losses ").
infringing materials; (b) replace or modify the potentially
infringing materials to make them non- infringing; or 9.4 Security Related Indemnity Obligations
(c) terminate this Agreement and provide Licensee with a of Licensee. Selectron shall have no liability or obligation
refund equal to the set -up fees paid by Licensee, less an to defend or indemnify Licensee with respect to any Losses
amount equal to the depreciated portion of such fees caused by Licensee's breach of Sections 8.7 or 8.8 or any
calculated on a five (5) year straight -line basis. This Security Incident to the extent caused in whole or in part
Section 9.1 states the entire liability of Selectron and the by an act or omission of Licensee or any third party (other
exclusive remedy of Licensee with respect to infringement than Selectron's subcontractors) or any of their affiliates,
of any third -party intellectual property or other rights, employees, directors, officers, agents, or contractors
whether under theory of warranty, indemnity, or (other than Selectron), including without limitation any of
otherwise. the following acts or omissions: (a) their loss of control of
any device, (b) their failure to maintain the confidentiality
9.2 Infringement Indemnity Obligations of of log -in credentials, (c) their transmission of data via
Licensee. Selectron shall have no liability for any claim methods that are not secure, (d) Licensee's failure to
based upon (a) the use, operation, or combination of the maintain systems and environments that are compatible
Licensed Software with non - Selectron programs, data, with any Update, (e) their violation of the applicable terms
equipment, or documentation if liability would have been of this Agreement or any applicable laws, regulations, or
avoided but for such use, operation, or combination; industry standards, or (f) any vulnerability in their
(b) use of other than the then - current, unaltered version environment, systems, hardware, software, or physical or
of the Licensed Software that incorporates all Updates; administrative security safeguards or procedures,
(c) Licensee's or its agents' or Employees' activities after including without limitation any vulnerability in the file
Selectron has notified Licensee that Selectron believes transfer protocol maintained by Licensee pursuant to
such activities may result in infringement; (d) any Section 8.7. Licensee shall indemnify, defend, and hold
modifications to or markings of the Licensed Software that harmless Selectron for, from and against all Losses arising
are not specifically authorized in writing by Selectron; from any such Security Incident or Licensee's breach of
(e) any third party software; (f) any Licensee Data; or Sections 8.7 or 8.8, including without limitation any
(g) Licensee's breach or alleged breach of this Agreement. expenses incurred by Selectron in complying with its
Licensee shall indemnify, defend, and hold Selectron obligations under Section 8.5.
9.5 Conditions for Indemnification. The INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
parties' indemnification obligations hereunder shall apply INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
only if (a) the party to be indemnified (the "indemnitee" DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS
notifies the party obligated to indemnify them (the ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
"indemnitor ") in writing of a claim promptly upon learning SUBJECT MATTER HEREOF, EVEN IF SELECTRON HAS BEEN
of or receiving the same; and (b) the indemnitee provides ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
the indemnitor with reasonable assistance requested by HOWEVER CAUSED.
the indemnitor, at the indemnitor's expense, for the
defense and settlement, if applicable, of any claim. The 10.2 Maximum Liability. Notwithstanding
indemnitee's failure to perform any obligations or satisfy anything in this Agreement to the contrary or the failure of
any conditions under this Section 9.5 shall not relieve the essential purpose of any limited remedy or limitation of
indemnitor of its obligations hereunder except to the liability, Selectron's entire liability arising from or relating
extent that the indemnitor can demonstrate that it has to this Agreement or the subject matter hereof, under any
been materially prejudiced as a result of such failure. legal theory (whether in contract, tort or otherwise), shall
not exceed the amounts actually received by Selectron
9.6 Control of Defense. After receipt of from Licensee hereunder in the twelve (12) months
notice of a claim, the indemnitor shall be entitled, if it so immediately preceding the action that gave rise to the
elects, at its own cost, risk and expense (a) to take control claim. Licensee acknowledges that the Service Fees reflect
of the defense and investigation of such lawsuit or action; the allocation of risk set forth in this Agreement and that
and (ii) to employ and engage attorneys of its own choice Selectron would not enter into this Agreement without the
to handle and defend the same; provided, however, that limitations on liability set forth in this Agreement.
the indemnitee's consent shall be required for any
settlement that does not include a full release of all claims. 11. Term and Termination
If the indemnitor fails to assume the defense of such claim
within ten (10) business days after receipt of notice of the 11.1 Term. The term of this Agreement shall
claim, the indemnitee will (upon delivering notice to such commence on the Effective Date and continue for an initial
effect to the indemnitor) have the right to undertake, at period of five (5) years therefrom (the "Initial Term "), and
the indemnitor's cost and expense, the defense, shall automatically renew for successive one (1) year
compromise or settlement of such claim on behalf of and periods unless either party notifies the other of its
for the account and risk of the indemnitor; provided, intention not to renew at least ninety (90) days before the
however, that such claim shall not be compromised or end of the then - current term (collectively, the "Term "). If
settled without the written consent of the indemnitor. The Licensee cancels prior to the end of the Initial Term of five
party that assumes control of the defense of the claim will (5) years, all fees for the Initial Term of this agreement that
keep the other party reasonably informed of the progress are unpaid will become immediately due.
of any such defense, compromise or settlement.
Notwithstanding the foregoing, the indemnitee shall be 11.2 Termination for Default. If either party
entitled to conduct its own defense at the cost and materially defaults in any of its obligations under this
expense of the indemnitor if the indemnitee establishes Agreement, the non - defaulting party, at its option, shall
that the conduct of its defense by the indemnitor would have the right to terminate this Agreement by written
reasonably be likely to prejudice materially the indemnitee notice to the other party unless, within sixty (60) calendar
due to a conflict of interest between the indemnitee and days after written notice of such default, the defaulting
the indemnitor; and provided further that in any event, the party remedies the default, or, in the case of a default
indemnitee may participate in such defense at its own which cannot with due diligence be cured within a period
expense. of sixty (60) calendar days, the defaulting party institutes
within the sixty (60) day - period substantial steps necessary
10. Limitation of Liability to remedy the default and thereafter diligently prosecutes
the same to completion. Notwithstanding anything herein
10.1 Limited Remedy. EXCEPT AS EXPRESSLY to the contrary, in the event Licensee breaches the EULA
PROVIDED HEREIN, TO THE MAXIMUM EXTENT ALLOWED or Sections 2.2, 5 and /or 6 of this Agreement, Selectron
BY APPLICABLE LAW, IN NO EVENT SHALL SELECTRON OR may immediately terminate this Agreement. Licensee
ITS SUPPLIERS OR LICENSORS BE LIABLE FOR, OR BE shall notify Selectron within twenty -four (24) hours of
OBLIGATED TO INDEMNIFY LICENSEE FOR, ANY LOSS OF Licensee's becoming aware of any breach (other than by
PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR Selectron) of the terms and conditions of this Agreement,
including, without limitation, any breach of Sections 2.2, 5 12. General Provisions
or 6.
12.1 Notices. Any notice, request, demand or
11.3 Termination for Bankruptcy. Either other communication required or permitted hereunder
party may terminate this Agreement if the other party shall be in writing, shall reference this Agreement, and
(a) becomes insolvent; (b) fails to pay its debts or perform shall be deemed to be properly given (on the earliest of)
its obligations in the ordinary course of business as they (a) when delivered personally; (b) when sent by facsimile,
mature; (c) is declared insolvent or admits its insolvency or with written confirmation of receipt; or (c) upon receipt
inability to pay its debts or perform its obligations as they three (3) days after having been sent by registered or
mature; or (d) becomes the subject of any voluntary or certified mail, return receipt requested, postage prepaid.
involuntary proceeding in bankruptcy, liquidation, All notices shall be sent to the address set forth on the
dissolution, receivership, attachment, or composition, or signature page below (or to such other address as may be
makes a general assignment for the benefit of creditors, designated by a party by giving written notice to the other
provided that, in the case of an involuntary proceeding, party pursuant to this Section 12.1).
the proceeding is not dismissed with prejudice within sixty
(60) days after the institution thereof. 12.2 Governing Law; Jurisdiction. This
Agreement shall be governed by and construed in
11.4 Effect of Termination. Upon the accordance with the laws of the State of Washington,
expiration or termination of this Agreement, all rights and U.S.A., without reference to its conflicts of law provisions.
licenses granted to Licensee hereunder shall immediately The United Nations Convention on Contracts for the
and automatically terminate. Within ten (10) days after International Sale of Goods does not apply to and shall not
any termination or expiration of this Agreement, Licensee be used to interpret this Agreement. Any dispute
shall, at its sole expense, return to Selectron (or destroy, regarding this Agreement must be brought in the state or
at Selectron's sole election) all Licensed Software and federal courts located in Yakima County, Washington,
Proprietary Information of Selectron (and all copies, U.S.A.
summaries, and extracts thereof) then in the possession or
under the control of Licensee and its current or former 12.3 Construction. This Agreement has been
employees. Licensee shall furnish to Selectron an affidavit negotiated by the parties and their respective counsel.
signed by an officer of Licensee certifying that, to the best This Agreement shall be interpreted fairly in accordance
of its knowledge, such delivery or destruction has been with its terms and without any construction in favor of or
fully effected. Termination of this Agreement by either against either party.
party shall not act as a waiver of any breach of this
Agreement and shall not act as a release of either party 12.4 Attorneys' Fees. If any legal action is
from any liability for breach of such party's obligations brought relating to this Agreement or the breach hereof,
under this Agreement. Neither party shall be liable to the the prevailing party in any final judgment shall be entitled
other for damages of any kind solely as a result of to the full amount of all reasonable expenses, including all
terminating this Agreement in accordance with its terms. court costs and reasonable attorney fees paid or incurred.
Either party's termination of this Agreement shall be
without prejudice to any other right or remedy that it may 12.5 Injunctive Relief. In the event that
have at law or in equity, and shall not relieve either party Licensee breaches any provision of the EULA or Sections 2,
of liability for breaches occurring prior to the effective date 5, or 6 or any other material provision of this Agreement,
of such termination. Any provisions that would reasonably Licensee acknowledges and agrees that there may be no
be expected by the parties to survive termination of this adequate remedy at law to compensate Selectron for such
Agreement shall survive such termination, including breach, that any such breach may result in irreparable
without limitation the provisions of the EULA and harm to Selectron that would be difficult to measure; and,
Sections 1 ( "Definitions "), 2.2 ( "Software Restrictions "), therefore, that upon any such breach or threat thereof,
2.3 ( "Data Restrictions "), 2.4 ( "Rights in Aggregate Data "), Selectron shall be entitled to seek injunctive and other
4 ( "Fees and Payment ") (with respect to amounts accrued appropriate equitable relief (without the necessity of
but as -yet unpaid), 5 ( "Proprietary Rights "), 6 ( "Proprietary proving actual damages or of posting a bond or other
Information "), 7 ( "Representations and Warranties; security), in addition to whatever remedies Selectron may
Warranty Disclaimer "), 8 ( "Security "), 9 have at law, in equity, under this Agreement, or otherwise.
( "Indemnification "), 10 ( "Limitation of Liability "), 11
( "Term and Termination ") and 12 ( "General Provisions ").
12.6 Waiver. The waiver by either party of a party gives the other party prompt written notice of the
breach of or a default under any provision of this failure to perform and the reason therefor and uses its
Agreement, shall be in writing and shall not be construed reasonable efforts to limit the resulting delay in its
as a waiver of any subsequent breach of or default under performance and to mitigate the harm or damage caused
the same or any other provision of this Agreement, nor by such delay.
shall any delay or omission on the part of either party to
exercise or avail itself of any right or remedy that it has or 12.10 Public Announcements. Licensee shall
may have hereunder, operate as a waiver of any right or cooperate with Selectron so that Selectron may issue a
remedy. press release concerning this Agreement; provided,
however, Selectron may not release any such press release
12.7 Severability. If the application of any without the prior approval of Licensee (which shall not be
provision of this Agreement to any particular facts or unreasonably withheld, delayed, or conditioned).
circumstances shall be held to be invalid or unenforceable, However, without seeking prior approval in each instance,
then (a) the validity and enforceability of such provision as Selectron shall have the right to use Licensee's name as a
applied to any other particular facts or circumstances and customer reference, and to use Licensee's trade name on
the validity of other provisions of this Agreement shall not Selectron's customer lists.
in any way be affected or impaired thereby, and (b) such
provision shall be enforced to the maximum extent 12.11 U.S. Government Rights. (a) The
possible so as to effect the intent of the parties, and Licensed Software is a "commercial item," as that term is
reformed without further action by the parties, to the defined at 48 C.F.R. 2.101, consisting of "commercial
extent necessary to make such provision valid and computer software" and "commercial computer software
enforceable. Without limiting the generality of the documentation," as such terms are used in 48 C.F.R.
foregoing, Licensee agrees that Section 7.4 will remain in 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent
effect notwithstanding the unenforceability of any other with 48 C.F.R. 12.212 and 48 C.F.R 227.7202 -1 through
provision hereof. 227.7202 -4, the Licensed Software are licensed to any U.S.
Government End Users (i) only as a commercial item and
12.8 Independent Contractor Relationship. (ii) with only those rights as are granted to all other end
Selectron's relationship with Licensee will be that of users pursuant to the terms and conditions herein.
independent contractor, and nothing contained in this Manufacturer is Selectron Technologies, Inc., 12323 SW
Agreement shall be deemed or construed as creating a 66 Avenue, Portland, OR 97223, USA. This Section,
joint venture, partnership, or employer - employee consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202
relationship. Licensee is not an agent of Selectron and is is in lieu of, and supersedes, any other Federal Acquisition
not authorized to make any representation, contract, or Regulation, Defense Federal Acquisition Regulation
commitment on behalf of Selectron, or to bind Selectron Supplement, or other clause or provision that addresses
in any way. Selectron is not an agent of Licensee and is not United States Government rights in computer software,
authorized to make any representation, contract, or technical data, or computer software documentation.
commitment on behalf'of Licensee, or to bind Licensee in
any way. Selectron will not be entitled to any of the (b) The parties agree that, in the event that Licensee
benefits that Licensee may make available to its is a governmental entity, all other state and local
employees, such as group insurance, profit sharing, or governments within Licensee's state may purchase a
retirement benefits. license from Selectron to use the Licensed Software under
the same terms and conditions as set forth in this
12.9 Force Majeure. Except for the payment Agreement by entering into a master services and hosting
of monies due hereunder, neither party shall be agreement with the same terms and conditions as set forth
responsible or have any liability for any delay or failure to herein with Selectron.
perform to the extent due to unforeseen circumstances or
causes beyond its reasonable control, including, without 12.12 Export Controls. The Licensed Software
limitation, acts of God, earthquake, fire, flood, embargoes, is subject to the export control laws of the United States
labor disputes and strikes, riots, war, error in the coding of and other countries. Licensee may not export or re- export
electronic files, Internet or other network "brownouts" or the Licensed Software, unless Licensee has first obtained
failures, power failures, novelty of product manufacture or Selectron's prior written permission and the appropriate
other unanticipated product development problems, and United States and foreign government licenses, at
acts of civil and military authorities; provided that such Licensee's sole expense. Licensee must otherwise comply
with, and contractually require that all of its employees PDF attachment to an e-mail transmission will be deemed
comply with, all applicable export control laws and to be an original of the Agreement so transmitted and, at
regulations in the use of the Licensed Software. None of the request of either party, the other party will confirm
the Licensed Software may be downloaded or otherwise facsimile or e-mail transmitted signatures by providing the
exported or re- exported (a) into any country for which the original document.
United States has a trade embargo, or (b) to anyone on the
U.S. Treasury Department's list of Specially Designated 12.15 Modification; Subsequent Terms. No
Nationals or the U.S. Commerce Department's Denied amendment or modification of any provision of this
Persons List. Licensee represents and warrants that it is Agreement shall be effective unless in writing and signed
not located in, under the control of, or a national or by a duly authorized signatory of Selectron and Licensee.
resident of any such country or on any such list. Licensee To the extent that the terms and conditions of the Exhibits
shall defend, indemnify and hold Selectron and all hereto or Exhibits to subsequent amendments or
successors, assigns, affiliates, suppliers, and each of their modifications of or to the Agreement ( "Subsequent
officers, directors, employees, and agents harmless for, Terms ") differ from those herein, those Subsequent Terms
from, and against any and all claims, allegations, damages, shall control the interpretation and any conflict resolution
liabilities, and costs and expenses (including without thereof. Except for the Scope of Work attached hereto as
limitation attorneys' fees and costs) arising out of Exhibit A, the terms on any purchase order or similar
Licensee's violation of such export control laws. Licensee document submitted by Licensee to Selectron will not
further agrees to comply with the United States Foreign modify the terms and conditions of this Agreement or have
Corrupt Practices Act, as amended. any force or effect.
12.13 Captions and Section Headings. The 12.16 Entire Agreement; Amendment. This
captions and Section and paragraph headings used in this Agreement, including the Exhibit(s) attached hereto,
Agreement are inserted for convenience only and shall not constitutes the entire agreement between the parties
affect the meaning or interpretation of this Agreement. concerning the subject matter hereof, and supersedes
(a) all prior or contemporaneous representations,
12.14 Counterparts. This Agreement may be discussions, proposals, negotiations, conditions,
signed in one or more counterparts, each of which will be agreements, and communications, whether oral or
deemed to be an original copy of this Agreement, and, written, between the parties relating to the subject matter
when taken together, shall be deemed to constitute one of this Agreement, and (b) all past courses of dealing and
and the same agreement. Each party agrees that the industry custom.
delivery of this Agreement by facsimile transmission or by
In Witness Whereof, the parties have caused this Agreement to be executed by duly authorized representatives of the parties
as of the Effective Date.
SELECTRON TECHNOLOGIES, INC. LICENSEE /{i
By' By: i`A/
Signatureiiature
Name: Todd A. Johnston Name: a7 g
Title: President Title: 1(/ k... Y l* l C
Date: ;/J /2-0110 Date: V/1Cijk �`I 0-0[651
Address: 12323 SW 66 Avenue Address: r {9N"t ►�J a TJ
Portland, OR 97223 ( IC/U(4 t ) GM C D /
cry CONTRACT NO: � r .�.L'
RESOLUTION NO:
S electron
T' E -UH N 0 L -0't 1 E SS ; 1 N •C
EXHIBIT A
Scope of Work
RELAY CLOUD SERVICES OUTBOUND
SETUP FEES
Quantit Item • "' Unit Price Extended.Price
1 Customer Setup (includes Voice, Email, and SMS channels, and $5,000 $5,000
Static Notifications)
2 Dynamic Notifications (created by Selectron) $5,000 $10,000
2 Add On Spanish for Targeted Notifications $300 waived
SETUP FEE SUBTOTAL $15,000
PRE -PAID MESSAGE BUNDLES
• uantit Transaction Bundles ='' Unit Price • Extended Price
0 20,000 Delivered Messages $6,000 $0
1 50,000 Delivered Messages $10,000 $10,000
0 100,000 Delivered Messages $15,000 $0
PRE -PAID MESSAGE BUNDLE SUBTOTAL $10,000
Pre -Paid Messages Purchased 50,000
Average Cost Per Message $0.20
RCS OUTBOUND TOTAL $25,000
Includes Setup and Message Bundles
RCS Outbound Proorietary Confidential to Selectron Technoloeies: Do Not Distribute Paee 1 of 3
electron
"w. TEG :HN OL-- '`OGIES, IN •C.
PRICING & PAYMENT INFORMATION
Pricing does not include additional application integration charges that may be required
as part of this solution. This includes Application Vendor API, user, or implementation
fees, additional licensing fees, or other surcharges directly or indirectly charged by or
remitted to the Application Vendor.
SETUP FEE PAYMENT SCHEDULE
100% Invoiced at time of execution of contracts
PRE - PAID MESSAGE BUNDLE FEE SCHEDULE
100% Invoiced no more than 60 days upon anticipated reload of messages or as requested
*Outbound messages are purchased in annual call bundles. Calls, as defined by the agreement, that are
not used rollover to the next qualifying renewal. The rollover calls from one period may only be used to
offset overages in the next immediate period. If there are no overages from one period, the rollover calls
from the prior period expire.
A qualifying renewal is one that is equal to or greater than the previous period. If customer chooses to reduce their annual
plan renewal, rollover calls do not apply.
TAXES
Sales Tax or any other applicable taxes are NOT included in any of this proposal's pricing information.
If taxes become applicable, these taxes will then need to be added to the proposed pricing.
PAYMENTTERMS
Terms are net 30 from date of invoice. Past due invoices are subject to a 1.5% per
month late fee. All presented pricing is in US Dollars.
VENDOR INFORMATION
Selectron Technologies, Inc.
12323 SW 66th Avenue
Portland, OR 97223
Ph: 503.443.1400 Fax: 503.443.2052
Selectron
z Y X'E:CYHN0L'O I NC '
EXHIBIT B
Maintenance and Technical Support
This Exhibit describes the software maintenance and support services that Selectron shall provide for Licensee.
Definitions
Unless defined otherwise herein, capitalized terms used in this Exhibit shall have the same meaning as set forth in the
Agreement.
A. "Error" means any failure of the Licensed Software to conform in any material respect with the
Documentation.
B. "Error Correction" means either a bug fix, patch, or other modification or addition that brings the
Licensed Software into material conformity with the Documentation.
C. "Priority A Error" means an Error that renders Licensed Software inoperative or causes a
complete failure of the Licensed Software, as applicable.
D. "Priority B Error" means an Error that substantially degrades the performance of Licensed
Software, as applicable, or materially restricts Licensee's use of the Licensed Software, as applicable.
E. "Priority C Error" means an Error that causes only a minor impact on Licensee's use of Licensed
Software, as applicable.
II. Error Reporting and Resolution
A. Error Reporting. Selectron shall provide Licensee with telephone customer support twenty -four
(24) hours per day, seven (7) days per week for the reporting of Priority A Errors, and telephone support during
Selectron's normal business hours for the reporting of Priority B and Priority C Errors, in each event excluding
Selectron holidays.
B. Licensed Software Error Resolution. Selectron shall use commercially reasonable efforts to:
(a) notify applicable Vendors of all Licensed Software Errors properly reported by Licensee in accordance with
Section II(A) of this Exhibit B; (b) make available to Licensee any Error Corrections that are made available by such
Vendor(s) to Selectron promptly after such Error Corrections are delivered to Selectron; and (c) update Licensee
with respect to the progress of the resolution of all Licensed Software Errors.
C. Error Resolution. Licensee shall report all Errors in the Licensed Software to Selectron in
sufficient detail, with sufficient explanation of the circumstances under which the Error occurred or is occurring,
and shall reasonably classify the Error as a Priority A, B, or C Error. Selectron shall use commercially reasonable
efforts to correct any Error in the Licensed Software reported by Licensee, in accordance with the priority level
actually assigned by Selectron to such Error, as follows:
1. PriorityA Errors. In the event of a Priority A Error, Selectron shall, within two (2) hours
of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use
commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within twenty -four (24) hours of receiving Licensee's
report of such Error, and an Error Correction within forty -eight (48) hours of receiving Licensee's report. Selectron
shall provide Licensee with periodic reports (no less frequently than once every eight (8) hours) on the status of
the Error Correction.
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2. Priority B Errors. In the event of a Priority B Error, Selectron shall, within six (6) hours of
receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use
commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within forty -eight (48) hours of receiving Licensee's
report of such Error, and an Error Correction within six (6) business days of receiving Licensee's report. Selectron
shall provide Licensee with periodic reports (no less frequently than once every twelve (12) hours) on the status of
the Error Correction.
3. Priority C Errors. In the event of a Priority C Error, Selectron shall, within two (2)
business days of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall
use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use
commercially reasonable efforts to provide a workaround for the Error within six (6) business days of receiving
Licensee's report of such Error, and an Error Correction within three (3) weeks of receiving Licensee's report.
Selectron shall provide Licensee with periodic reports on the status of the Error Correction.
"'";<1; • 1,01 .•■■ •
T E-C-H N 0 L'O'G I ES , INC.
EXHIBIT C
Statement of Work
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TEC•HNOLOGIES, INC
Statement of Work
Yakima, WA
Relay
Outbound
1. Overview 2
1.1. Revision History 2
2. Functionality 3
2.1. The Relay Platform 3
2.2. Relay Cloud Services Outbound 3
2.3. Languages 4
3. System Integration 5
3.1. Application Database Interfaces 5
4. Deployment Model 6
5. Administrative Tasks 7
5.1. Schedule Outbound Campaigns 7
6. Responsibilities 8
6.1. Selectron Technologies, Inc 8
6.2. Yakima, WA 9
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1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Selectron) to Yakima, WA (Yakima or Customer). The features, functionality, and services are
provided through Selectron Technologies' Relay communication platform (Relay).
1.1. Revision History
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1.0 Initial Release 1/26/2016
1.1 Add Spanish Language 2/19/2016
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2. Functionality
This section details the functionality of each application included in Relay. All functions and features
are dependent upon the accessibility of Yakima's Cayenta application database to provide the given
data to Relay through the Customer's existing Invoice Cloud interface.
2.1. The Relay Platform
Yakima's solution is powered by Selectron's Relay platform. Relay is a multi - channel,
multi- agency platform that is designed to connect customers, constituents, and field
workers to government agencies and utilities. Relay offers interactive voice response
(IVR), web, mobile, outbound, call center agent, and field worker capabilities all in a
single platform.
The following sections detail the functionality that will be implemented for Yakima.
Additional channels, applications, and integrations that are not specified in this SOW are
not included, but may be able to be added to the system under a supplemental
statement of work. Please contact your Selectron representative for more details for
additional functionality.
2.1.1. Application Packs and Channels
Yakima's solution includes the following channels:
• Outbound
2.2. Relay Cloud Services Outbound
Relay Cloud Services (RCS) Outbound provides Yakima with a multi - channel outbound
communication platform capable of sending Voice, SMS, and email messages to citizens.
Two kinds of notifications can be sent: Targeted Notifications, which include dynamic
account data and are designed to be sent to specific recipients; and static notifications,
which do not include customer - specific data and are designed as more 'general
information' style messaging. Static Notifications can be designed and recorded by
Yakima staff using the Relay Portal.
Yakima's RCS Outbound will include targeted notification messaging in the following
language(s): English, Spanish.
Dynamic Notifications require development and are designed during the
implementation process. This project includes the following Dynamic Notifications:
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2.2.1. Bill Delinquency Notification
The Delinquency Notification is used to warn citizens that their account is delinquent. It
includes the following customer - specific data: account number, delinquent amount, and
due date. Citizens will have the option to transfer back to the Selectron IVR to make a
payment without having to revalidate their account.
2.2.2. Impending Shutoff Notification
The Impending Shutoff Notification is used to warn citizens that their account will be
shut off very soon. It presents the following customer - specific data: account number,
delinquent amount, due date, and shutoff date. Citizens will have the option to transfer
back to the Selectron IVR to make a payment without having to revalidate their account.
2.2.3. Static Notifications
Yakima will be able to send Customer - defined static notifications to citizens via phone,
email, or SMS text. Yakima is responsible for defining and configuring these
notifications, which can be done via the Relay Portal. Training for configuring and
recording static notifications will be provided at the end of the implementation process.
2.3. Languages
The Customer's Relay application will be configured to support English and the following
other language(s):
Spanish
The additional language module(s) enables the solution to support non - English- language
users. Additionally, all dates, numbers, ordinals, currencies, and letters are translated to
the proper language.
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3. System Integration
Depending on the implemented features, Relay requires varying levels of integration with other
Yakima components. These are described in the following sections.
3.1. Application Database Interfaces
It is anticipated that Selectron will be integrating with Yakima's Cayenta application
database using Invoice Cloud's API. All data -based interactivity on the solution is reliant
upon data being available via the application vendor APIs.
Selectron can provide one of the following integration methodologies:
o Real -time:
Account - specific messages created by Selectron that utilize account - specific
information that is accessed through a real -time interface if the API supports it.
® Flat file:
Account - specific messages created by Selectron that utilize account - specific
information that is accessed through a flat file provided by the Customer.
Flat file information, consisting of call lists and account information, can be
uploaded directly on the RCS website or automatically placed and uploaded via
an FTP site. Selectron will work with Yakima during implementation to automate
this process.
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4. Deployment Model
This implementation of Relay will be deployed to Selectron's multi- tenant Relay Cloud Services
environment. Relay Cloud Services is a multi- tenant hosted SaaS application, located in Selectron's
local hosting facility. Selectron's hosting facility is a co- located data center featuring keyed entry and
individual server locks for security. With an RCS solution, Selectron owns all hardware and is
responsible for security, ongoing maintenance, and proactive support.
Yakima's solution is licensed for:
50,000 (50K) annual outbound messages (call, email, or SMS text) (additional may be
purchased as needed)
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5. Administrative Tasks
This section details administrative tasks that can be performed in order to manage Relay. All system
administration for Relay is handled through the Relay Portal web application. An administrator from
Yakima will be provided with user credentials for the Relay Portal application during the
implementation process. Additional users can be created by the administrator as needed.
Permissions can be assigned on a per -user basis; permission govern the functionality available to a
given user.
The Relay Portal provides Yakima administrators with a single platform for viewing system usage
and health, running reports, and configuring various system settings.
5.1. Schedule Outbound Campaigns
Using the Relay Portal, administrators can create, edit, and review outbound campaigns
made using Relay Outbound. Each instance of an outbound campaign must be
scheduled individually. This includes selecting the type of notification, the date /time of
delivery, and (for static notifications) the configuration of the message.
The administrator will also need to upload a contact list in .csv format for the
notification. The exact formatting of the .csv file will vary depending on the notification
being scheduled. Selectron will provide Yakima with example .csv files for the configured
notifications included in this project, as well as assistance in generating the outbound
call list.
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6. Responsibilities
6.1. Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding service initiation
and operation.
6.1.1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service implementation. The
Project Manager is the Customer's primary contact at Selectron Technologies and
coordinates all necessary communication and resources.
6.1.2. Provide Documentation
The Project Manager provides the Customer with the following documents to help
facilitate the service implementation process:
• Implementation Questionnaire- gathers critical information needed to
setup and initiate the service. This includes information on the toll -free
numbers, call volume, APIs, and account validation information.
• Remote Access Questionnaire- details information needed by Selectron
Technologies to remotely access the Customer's network and application
database, prior to system initiation, to allow for complete system testing.
• Implementation Timetable- details project schedule and all project
milestones.
• Quality Assurance Test Plan- assists the Customer in determining that the
interactive solution is functioning as specified in the Contract.
• Service Acceptance Sign -off Form- indicates that the Customer has verified
service functionality.
6.1.3. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points prior to
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully access live
data and complete a transaction.
6.1.4. Provide Installation and Administrative Training
Selectron will provide remote training for the Relay solution. All installation is handled
by Selectron technical staff at our remote hosting facility.
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6.1.5. Provide Marketing Materials
Selectron Technologies provides marketing collateral that the Customer can use to
promote the interactive solution to citizens. Marketing collateral includes a poster, tri-
fold brochure, and business card; standard templates for each item are used. Collateral
is provided to the Customer in PDF format (original Adobe InDesign files are provided
upon request).
Marketing collateral will be provided for each department included in this project.
Selectron Technologies' Project Manager will assist in gathering the correct information
to be displayed on the marketing collateral. Information displayed includes the
following:
• Toll free phone number(s)
• Web addresses
• Department logo (preferably in EPS format)
• Department address
• A description of functionality
• Additional contact /informational phone numbers
• Samples: where to find account/ permit/ case numbers, etc.
Any changes to the collateral that do not include the items listed above (e.g., design
changes to the template) are billed on a time and materials basis. Any changes to the
marketing materials after final delivery are also billed on a time and materials basis.
6.1.6. Interface Upgrades
After service initiation, Yakima's Cayenta database application may release new updates
to their application or its interface. Upgrading the Relay interface to be compatible with
any Yakima application database (or other application database software) may require
professional services outside the scope of this service.
6.2. Yakima, WA
This section outlines the Customer's service implementation and maintenance
requirements and responsibilities.
6.2.1. Return Questionnaires and Information
Selectron Technologies' Project Manager provides Yakima with an implementation
questionnaire. The implementation questionnaire must be returned prior to developing
the call flow design and the implementation timetable.
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6.2.2. Provide Customer Specific Information
The following information should be supplied to Selectron Technologies, in conjunction
with the Implementation Questionnaire, to help create a precisely integrated product.
For further clarification on the format and detail of the following data, refer to the
Implementation Questionnaire or contact your Selectron Technologies' Project
Manager.
• Street names
• Extensions used for transfer functions
6.2.3. Provide Remote Network Access to Application Database(s)
In order to fully test the interactive solution, Selectron Technologies requires access to
Yakima's application database(s) prior to installation. The Customer will help facilitate
communication between Selectron and the database vendor.
6.2.4. Provide System Access
Selectron Technologies requires access to the Customer's network and database/
system. Changing or deleting access accounts could lead to disruption in service for the
interactive solution and /or Selectron Technologies' ability to provide timely support.
Please notify Selectron Technologies immediately if the accounts for the Application
Database or network are modified. Yakima is responsible for providing Selectron with
appropriate application database access as defined in the System Integration section.
6.2.5. Confirm Service Functionality
Yakima, WA has 30 calendar days after service initiation to verify the functionality of the
interactive solutions. Within the 30 -day system acceptance period the Customer should
test system functionality using the provided Quality Assurance Test Plan. Additionally,
the System Acceptance Sign -off form must be sent to Selectron Technologies' Project
Manager within this period.
6.2.6. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgement to
Selectron's Customer Support Department. A significant change is a modification that
will A) change system behavior, B) allow users to change the system, or C) allow access
to protected data.
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EXHIBIT D
SELECTRON TECHNOLOGIES, INC.
END USER LICENSE AGREEMENT
This End User License Agreement (this "EULA ") is part of a Master Services and Hosting Agreement (the
"Master Agreement ") between Selectron Technologies, Inc., an Oregon corporation ( "Selectron ", "we ", "our ", or
"us ") and the person or entity identified in the Master Agreement as the Licensee purchasing Services from us
( "Licensee "). This EULA governs use by Licensee and all natural persons to whom Licensee provides access to the
Licensed Software (each, an "Authorized User "). In this EULA, unless the context clearly indicates otherwise, all
references to "you," or "your" means both the Licensee and the Authorized User. All capitalized terms used but not
defined in this EULA have the meanings given to them in the Master Agreement.
SELECTRON PROVIDES THE LICENSED SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN
THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THE
TERMS OF THIS EULA, SELECTRON WILL NOT AND DOES NOT LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU
MUST NOT USE OR ACCESS THE SOFTWARE.
1. License Grant. Subject to your strict compliance with this EULA, Selectron hereby grants you a non-
exclusive, non - transferable, non - sublicensable, limited license to use the Licensed Software solely in accordance
with the Documentation, the Master Agreement, and this EULA, for Licensee's internal business purposes. The
foregoing license will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Master Agreement between Selectron and
Licensee; or
(b) your ceasing to be authorized by Licensee to use the Licensed Software for any or no
reason.
2. Scope of License. Subject to and conditioned upon Licensee's timely payment of the fees set forth in the
Master Agreement and your strict compliance with all terms and conditions set forth in this EULA and the Master
Agreement, you have a limited right and license to:
(a) Use and access the Licensed Software in accordance with this EULA and the
Documentation, solely for Licensee's internal business purposes.
(b) Download, display, and use the Documentation, solely in support of Licensee's use and
access of the Licensed Software in accordance herewith.
(c) Download, display, copy, use, and create derivative works of reports and structured data
generated using the Licensed Software, solely for Licensee's internal business purposes.
3. Copies. All copies of the Licensed Software and Documentation made by you:
(a) Will be the exclusive property of Selectron;
(b) Will be subject to the terms and conditions of the Master Agreement and this EULA; and
SeIectron
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(c) Must include all trademark, copyright, patent and other intellectual property rights
notices contained in the original.
4. Use Restrictions. You shall not, directly or indirectly:
(a) Use the Licensed Software beyond the scope of the license granted in the Master
Agreement and Section 2 of this EULA;
(b) Copy all or any portion of the Licensed Software, except as expressly permitted in Section
2 of this EULA;
(c) Decompile, disassemble, decode, or otherwise reverse engineer the Licensed Software,
or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques
used or embodied in the Licensed Software or any portion thereof;
(d) Modify, translate, adapt or otherwise create derivative works or improvements, whether
or not patentable, of the Licensed Software or any part thereof;
(e) Provide any other person, including any subcontractor, independent contractor, affiliate,
service provider, or other employee of Licensee, with access to or use of the Licensed Software;
(f) Distribute, disclose, market, rent, lease, lend, sell, timeshare, sublicense, assign,
distribute, pledge, publish, transfer or otherwise make available the Licensed Software or any features or
functionality of the Licensed Software, to any third party for any reason, whether or not over a network and whether
or not on a hosted basis, including in connection with the Internet, web hosting, wide area network (WAN), virtual
private network (VPN), virtualization, time - sharing, service bureau, software as a service, cloud or other technology
or service;
(g) Use the Licensed Software for the commercial or other benefit of a third party;
(h) Permit the Licensed Software to be used for or in connection with any facility
management, service bureau, or time - sharing purposes, services, or arrangements, or otherwise used for processing
data or other information on behalf of any third party;
(i) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or
other intellectual property or proprietary rights notices, legends, symbols, or labels appearing on or in the Licensed
Software, including any copy thereof;
(j) Perform, or release the results of, benchmark tests or other comparisons of the Licensed
Software with other software or materials;
(k) Incorporate the Licensed Software or any portion thereof into any other materials,
products, or services, or use the Licensed Software for production purposes;
(1) Use the Licensed Software for any purpose other than in accordance with the terms and
conditions of this EULA and the Master Agreement.
(m) Use the Licensed Software in, or in association with, the design, construction,
maintenance or operation of any hazardous environments or systems, including (1) power generation systems; (ii)
aircraft navigation or communication systems, air traffic control systems or any other transport management
systems; (iii) safety - critical applications, including medical or life- support systems, vehicle operation applications or
any police, fire or other safety response systems; (iv) military or aerospace applications, weapons systems or
environments;
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(n) Use the Licensee Data or the Licensed Software in any way that is fraudulent, misleading,
or in violation of any applicable laws or regulations (including federal, state, local, and international laws and
regulations), including but not limited to export or import control laws, information privacy laws, and laws governing
the transmission of commercial electronic messages; or
(o) Use the Licensed Software for purposes of competitive analysis of the Licensed Software,
the development of a competing software product or service or any other purpose that is to Selectron's commercial
disadvantage.
5. Collection and Use of Information. Selectron may, directly or indirectly through the services of others,
including by automated means and by means of providing maintenance and support services, collect and store
information regarding your use of the Licensed Software, its performance, the equipment through which the
Licensed Software accessed and used, such as dates and times of use by each Authorized User, activities conducted
using the Licensed Software, the type of web browser used to access the Licensed Software, the operating
system /platform you are using, your IP address, and your CPU speed. You agree that the Selectron may use such
information for any purpose related to the Licensed Software, including but not limited to improving the
performance of the Licensed Software, developing Updates, and verifying compliance with the terms of this
Agreement and enforcing Selectron's rights, including all intellectual property rights in and to the Licensed Software.
6. Intellectual Property Rights. You acknowledge that the Licensed Software is provided under license, and
not sold, to you. You do not acquire any ownership interest in the Licensed Software under this EULA or the Master
Agreement, or any other rights to the Licensed Software other than to use the Licensed Software in accordance with
the license granted under this EULA and the Master Agreement, subject to all terms, conditions and restrictions
contained therein and herein. Selectron reserves and shall retain its entire right, title and interest in and to the
Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software, subject to
the licenses expressly granted in the Master Agreement and this EULA. You shall use commercially reasonable efforts
to safeguard all Licensed Software (including all copies thereof) from infringement, misappropriation, theft, misuse
or unauthorized access.
7. Login Credentials. You, the Authorized User, shall not share or disclose your log -in credentials with or to
any other individual or entity, even if such other individual is also an Authorized User. If you discover or suspect that
log -in credentials of any Authorized User have been accessed or used by anyone other than the individual to whom
such log -in credentials were originally granted, you will promptly notify Selectron, and Selectron shall promptly reset
or provide Licensee with a means of resetting the password associated with such log -in credentials.
8. Export Regulation. The Licensed Software may be subject to US export control laws, including the US Export
Administration Act and its associated regulations. You shall not, directly or indirectly, export, re- export or release
the Licensed Software to, or make the Licensed Software accessible from, any jurisdiction or country to which export,
re- export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws,
regulations and rules, and complete all required undertakings (including obtaining any necessary export license or
other governmental approval), prior to exporting, re- exporting, releasing or otherwise making the Licensed Software
available outside the US.
9. Governing Law. This EULA shall be governed by and construed in accordance with the internal laws of the
State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon
or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State
of Oregon.