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HomeMy Public PortalAboutOnsolve Service Agreements`CodeRED COMMISSIONERS SCOTT W. MORGAN, Mayor THOMAS M. STANLEY, Vice -Mayor PAUL A. LYONS, JR. JOAN K. ORTHWEIN DONNA S. WHITE 8/23/2018 TOWN OF GULF STREAM PALM BEACH COUNTY, FLORIDA Pass Cod OnSolve, LLC Attn: Pass Code Authorization Office 780 W. Granada Boulevard Ormond Beach, FL 32174 Dear OnSolve Pass Code Authorization Office: .tter Telephone (561)276-5116 Fax (561)737-0188 Town Manager GREGORY L. DUNHAM Town Clerk RITA L. TAYLOR Listed below are the names of ALL individuals to be granted access to Town of Gulf Stream ("Agency") "CodeRED° Emergency Management System at this time. Each individual will be granted pass codes for system access as stated below: This request is effective at the close of business on the date this letter is received by Onsolve. The authorized signature below must be on file with OnSolve for processing this request. In addition, it is hereby recognized that all CodeRED correspondence should be directed to Gregory Dunham , who will serve as the primary point of contact for the Agency. If for any reason, the designated contact individual should change, a letter signed by the new contact individual must be received by OnSolve. By signing this form, you agree that all pass code holders agree to the Privacy Policy and Terms of Service located at htt ecnetwork. rivac - olic Signature: _14��44A Printed Name: Gregory L. Dunham Job Title: Town Manager Date: 8/23/2018 o 100 SEA ROAD, GULF STREAM, FLORIDA 33483 ONSOLVE 7$0VJes Granada Bled i Urrriotid beadi, FL 32174 866 939 0911 onsoive.com Name and Official Title Phone number Address Email - Required and must be unique John Smith - Ulrecto; $0F o;?�= 00? , '80 W Granada Blvd. �;nrth��Jsarnplr.� am ,. Ormond Beach, FL 32174 1 Gregory Dunham — 561-276-5116 100 Sea Rd., gdunham(a)gulf-stream.orq Town Manager Gulf Stream, FL 33483 2 Edward "Trey" Nazzaro — 561-276-5116 100 Sea Rd., tnazzaro(a�_gulf-stream.org Staff Attorney Gulf Stream, FL 33483 3 Rebecca Tew— 561-276-5116 100 Sea Rd., rtew gulf-stream.org CFO Gulf Stream, FL 33483 4' Edward Allen — 561-278-8611 246 Sea Rd., eallen gulf-stream.orq Police Chief Gulf Stream, FL 33483 5' John Hasele y 561-278-8611 246 Sea Rd., ihaseley�a gulf-stream.org Lieutenant Gulf Stream, FL 33483 This request is effective at the close of business on the date this letter is received by Onsolve. The authorized signature below must be on file with OnSolve for processing this request. In addition, it is hereby recognized that all CodeRED correspondence should be directed to Gregory Dunham , who will serve as the primary point of contact for the Agency. If for any reason, the designated contact individual should change, a letter signed by the new contact individual must be received by OnSolve. By signing this form, you agree that all pass code holders agree to the Privacy Policy and Terms of Service located at htt ecnetwork. rivac - olic Signature: _14��44A Printed Name: Gregory L. Dunham Job Title: Town Manager Date: 8/23/2018 o 100 SEA ROAD, GULF STREAM, FLORIDA 33483 ONSOLVE 7$0VJes Granada Bled i Urrriotid beadi, FL 32174 866 939 0911 onsoive.com '-`CodeRED COMMISSIONERS SCOTT W. MORGAN, Mayor THOMAS M. STANLEY, Vice -Mayor PAUL A. LYONS, JR. JOAN K. ORTHWEIN DONNA S. WHITE August 28, 2018 TOWN OF GULF STREAM PALM BEACH COUNTY, FLORIDA Secondary Contact Change Request OnSolve, LLC Attn: Operations Department 780 W. Granada Blvd. Ormond Beach, FL 32174 Dear OnSolve Operations Department: Telephone (561)276-5116 Fax (561)737-0188 Town Manager GREGORY L. DUNHAM Town Clerk RITA L. TAYLOR It is hereby recognized that all CodeRED correspondence should be directed to Rebecca Tew , who will serve as the secondary point of contact for the Town of Gulf Stream . If for any reason, the designated contact individual should change, a letter signed by both the old and new contact individual must be received by OnSolve. New Contact Information: Name: Rebecca Tew Entity: Town of Gulf Stream Title: CFO Address: 100 Sea Rd. City, State, Zip: Gulf Stream, FL 33483 Phone: 561-276-5116 Email: rtewftgulf-stream.org This request is effective at the close of business of the date the original of this letter is received by OnSolve, LLC. The authorized signature below must be on file with OnSolve, Inc. for processing this request. 8/28/2018 Sign ure Date Gregory L. Dunham Town Manager Printed Name Title 100 SEA ROAD, GULF STREAM, FLORIDA 33483 =1_4 ONSOLVE 780 West Granada Blvd I Ormond Beate, K 32174 666 939 0911 t onsolve.com 6-!;", ONSOLVE"' SERVICE AGREEMENT CodeREDS This Service Agreement (the'Agreement°) by and between Provider (as defined below) and Customer (as defined below) is made as of the last date signed on Exhibit B (the 'Effective Date"). Provider Information: ("Provider") ("Customer") _ - - --- Please a Provider Name: Entity Type: State of Incorporation: Provider Address: ONSOLVE, LLC Limited Liability Company Delaware 780 W. Granada Boulevard Ormond Beach, FL 32174 %customer name: I own of Gulf Stream Entity Type: litic State of Incorporation: Florida Customer Address: 100 Sea Road Gulf Stream, FL 33483 Business Contact/Title: Crevory L. DunhamlTown Manager Phone: (561) 276-5116 Email: Wunham( gulf-stream.org fete below if the Primary User is diAerent from the Business Contact Unless otherwise specified on a Customer purchase order or below, Provider will send Invoices to the Customer Business Contact address above. Customer Invoice Name: --r" _ 4�f-C4,A- Initial Term (commencing on Effective Date) Renewal Term(s) CodeRED On -Demand Notification Service - Unlimited Annual Notification Subscription Fee: Additional Features Commercially Available Data One (1) annual Provider -assisted traditional Import for Customer data Annual Cost for all Additional Features: Includ—I Initial Term Subtotal: $1,500.00 One (1) Year One (1) Year $1,500.00 Included Included All ant untG are Stated m rndjLatec otherwise • GIS (Target Recipients by Geographic Location): Town of Gulf Stream. Florida (the "Notification Area") - Up to 1.750 Recipients. A deviation above 10°% In the number of Recipients shall result in increased pricing at Provider's then -current rates. - Annual Notification Subscription Fee includes Unlimited Message Units per year for Notifications sent via phone, SMS text or email. Provider reserves the right to Increase the fees for any Renewal Term In an amount not to exceed five percent (5°%) of the prior Initial Term or Renewal Term (as applicable). I ATTACHMENTS: EXHIBrr A— GENERAL SERvicE DESCRIPTION, EXHiar 8 —TERMS AND CONDITIONS, EXHIBIT C— ACCEPTABLE USE POLICY ONSOLVF- LLC Page t of 4 CONFIDEMML AND PROPRIETARY June 201 a Form ONSOLVE, LLC Signed: Printed Name: Troy Harper Title: General Manager, Public Sector Date: 07/30/2018 ONSOLVE, LLC Page 2 of 4 CONFIDENTIAL AND PROPRIETARY June 2018 Forth CUSTOMER: TOWN OF GULF STREAM, FLORIDA f f � pu GS EXHIBIT A GENERAL SERVICE DESCRIPTION — CODERED® Description of On -Demand Notification Service: The Service is an on -demand alerting and response software -as -a -service (SaaS) for the Notification Area. Use of the Service is by subscription and does not require Customer to purchase, install or maintain any dedicated hardware or software. The Service allows any Initiator to send a single alert to thousands of Contacts simultaneously via a combination of familiar communication devices including the ability to capture real-time responses. Customer can access and activate the Service using any of the following methods: • Web: log in 24/7/365 at https://www.onsolve.com/login/ to send alerts or to modify your account. • Phone: Gail (866) 939-0911 for live operator assistance 24/7/365. Description of Service. With subscription, Customer receives: • Up to the number of Message Units stipulated on Service Order of the Agreement, which can be used as described on the Service Order and in Exhibit B. • Unlimited messaging via email and to the CodeRED Mobile Alert App. • "Message Unit" means: o Sixty (60) seconds or less of connected call time in the Service. As an example, a call connected for ninety (90) seconds shall be equal to two (2) Message Units o SMS messages that are 140 characters in length. SMS messages over 140 characters in length are separated into multiple Message Units. • Transaction Fee (as defined on Exhibit B) for unlimited Service (for refund purposes only, where applicable) is equal to $0.09. Transaction Fee for Message Unit -based Service is equal to the Overage Message Unit price set forth on the Service Order • Unlimited Initiators (those with role -based ability to access and activate the Service). • Unlimited groups within accounts. A group is an alert distribution list. • Standard upgrades. Standard upgrades include all maintenance releases. • For optional features purchased (e.g. Conference Bridge, Bulletin Board) up to the number of Message Units stipulated on Service Order of the Agreement. • Absent separate purchase of Commercially Available Data from Provider, Customer is responsible to provide data for use in the Service, and Provider shall not be responsible for Customer's inability to use the Service due to Customer's delay in providing data. • Customer may purchase professional services ("Professional Services"), such as installations, implementations, software testing, custom modifications, data services or international training sessions from Provider. Professional Services will be described in a separate statement of work. Contact List Maintenance. Provider provides multiple ways for Customer to enter and maintain the Contact list at no additional charge: • Community Notification Enrollment ("CNE") Page (public self -registration): Contacts may sign up on the CNE Page and enrollment information will be transferred to Customer. Customer acknowledges and agrees that Provider may notify such individuals that their data will be transmitted to Customer, and that the transmission of such data to Customer may render it public record and is subject to Customer's privacy policies. Customer agrees that it will be solely responsible for providing such privacy policies to these individuals and that Provider shall not be responsible for the individual contribution of contact information through the CNE page. • Contact Group Enrollment Page (internal self -registration): Customer's internal Contacts may sign up on the Contact Group Enrollment Page and enrollment information will be transferred to Customer. • Provider agrees that it will, upon termination of the Agreement and Customer's request, provided all Fees are paid in full, transmit in Provider's standard format any Community Notification Enrollment data received on or after the Effective Date and all Contact Group Enrollment data, one (1) time, to Customer at no charge. • Traditional Import: For its initial population of the Contact list, Customer may supply Provider with a spreadsheet (flat -file format) of Contact list data. Customer Support will scrub (examine) the submission as a courtesy for discernible data exceptions, or errors in formatting or content that might interfere with the proper loading of data or use of the Service. Provider generally updates data provided via traditional import within two (2) business days after receipt of such data. Customer may utilize this traditional flat -file import no more than one (1) time per year at no additional cost, unless otherwise set forth on the Service Order. • On -Demand Entry: Customer may enter or edit Contact data directly within the Service through the User interface. Customer Support. Provider provides Customer with 24/7/365 live phone support at no extra charge. Customer may dial (866) 939-0911, or the local support number provided to you by Provider. At Provider's reasonable discretion, non -urgent after hours and off hours ("AHOW) inquiries may be deferred until conventional business hours to facilitate best handling. Training. All training is customized and individual to the Customer. Provider training included with subscription at no extra charge: • One (1) annual initiator training session; • Unlimited pre-recorded, web -based remote trainings • New features training sessions; and • Best practices feature training sessions (whenever applicable). Provider Customer Support works with Customer to schedule training flexibly and to accommodate Customer's schedule. All training is conducted via Web meeting/conference call. ONSOLVE. LLC Page 3 of 4 CONFIDENTIAL AND PROPRIETARY June 2018 Form Customer may request additional sessions, or onsite training in lieu of Web -based training. Such training is billable at a base $1,500 day rate (minimum half day fee applies). For any onsite training, Customer is responsible for all of Provider's reasonable and pre -approved travel/lodging/incidental expenses. Support Documentation. Service documentation appears online. In addition to other online help documentation, Customer may download/print the current version of the Provider User Guide at any time. Description of Additional Features Customer may purchase (if set forth on the Services Order): • Commercially Available Data. Provider shall include commercially available data (the "Commercial Data") for use by Customer in the Service. Provider will perform Commercial Data updates 3 to 4 times per year. Commercial Data is subject to licensing requirements that do not permit Provider to transfer ownership to Customer. • Foreign Message Translation. All Notifications must be input in English. Once specified, languages may not be changed, absent execution of an updated Schedule 1. ONLY those Users that have opted -in to the Service will receive their selected FMT. Translation is supplied by a third party and is AS -IS. • CodeRED Weather Warning® ("CRWW') - Includes automated Notifications generated from severe weather bulletins issued by the National Weather Service ("NWS"). CRWW Notifications are sent by matching the geographic locations associated with Users against the geographic polygon(s) associated with severe weather bulletins issued by NWS. CRWW Notifications are automatically launched 24 hours a day in response to the issuance of NWS severe weather bulletins. ONLY those Users that have opted -in to CRWW will receive CRWW Notifications. Consent for opt -in is required as set forth in the Agreement. CRWW Notifications are not deducted from Message Units. • Integrated Public Alert Warning Svstem ("IPAWS") Submission App CIPAWS App"). Permits Customer to submit Notifications to IPAWS. IPAWS Notifications may be reviewed by the Federal Emergency Management Agency ("FEMA") to determine appropriate dissemination. Initiators with access to the IPAWS App shall be authorized by FEMA to use IPAWS. In order to use the IPAWS App, Customer agrees to provide Provider, using best practices and secure means, with a copy of its IPAWS digital signature ("Signature") along with its associated keystore, Signature pass codes, application for IPAWS, and any other information reasonably requested by Provider. Customer authorizes Provider to use and keep such information on Provider's servers for the purpose of allowing Customer and Provider to access, use and test IPAWS through the IPAWS App. Customer acknowledges and agrees that: (a) the dissemination of Notifications through IPAWS is not guaranteed nor controlled by Provider, and is the sole responsibility of FEMA; (b) Provider shall not be responsible or liable for the failure of Notifications to be disseminated through IPAWS; and (c) IPAWS may include additional features which are not supported through the IPAWS App (eg. the receipt of messages) and Provider shall not be required to provide such additional features. IPAWS App Notifications are not deducted from Message Units. • Bulletin Board. Bulletin Board allows Customer to record messages by dialing an interactive voice response system. Customer may promote its assigned number, and callers may call to listen to the prerecorded messages. Bulletin Board will capture the caller's spoken responses and/or keypress information and provide a report in the Service. Upon termination or expiration of the Agreement, Provider will retain any numbers provided. Message Units for Bulletin Board will be deducted in sixty (60) second increments. All incoming calls whether made for the purpose of recording or listening to Notifications will result in call time deduction. Conference Calling. Conference lines are available on a first come, first serve basis. Conference lines are supplied by a third party and are AS -IS. Message Units for Conference Calling will be deducted in sixty (60) second increments. Each line invited into the call will result in call time deduction. • GIS Custom Map. GIS information must be in a standard format recognizable and electronically transferable to the Service. A full GIS map must be provided by Customer for hosting by Provider in order to be used in the Service. ONSOLVE, LLC Page 4 of 4 CONFIDENTIAL AND PROPRIETARY June 2018 Form 6S", Exhibit B TERMS AND CONDITIONS 1. DEFINITIONS. 1.1. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement, where "control" means the control, through ownership or contract, of more than 50% of all the voting power of the shares entitled to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an Affiliate only for the time during which such control exists. Customer's Affiliates do not have authority to make changes to Customer's account. 1.2. "API" means the application program interface for the Service. 1.3. "API Contacts" means an individual person whose information is stored in an external third party application database (not in the Service database) capable of only receiving and responding to Notifications. API Contacts are not permitted to log in to the Service. All API Contacts are included in Customer's total number of Contacts as set forth on the Service Order, whether or not they are transmitted to the Service. 1.4. "Applicable Law" means any domestic and/or foreign statute, ordinance, judicial decision, executive order, or regulation having the force and effect of law, including US -EU Privacy Shield (where applicable). 1.5. "Contact" means an individual person capable of only receiving and responding to Notifications and, if permitted, updating its own profile. Contact includes API Contacts. 1.6. "Content" means content, data, text, messages and other material contained in a Notification. 1.7. "Data Processing Addendum" means Provider's data processing addendum (if applicable) that is executed by the Parties under this Agreement. 1.8. "Documentation" means any official, applicable documentation that Provider provides to Customer (electronic or written) regarding the Service. 1.9. "EU or Swiss Personal Data" means Standard Personal Information of any European Economic Area (EEA) resident as defined under Directive 95/46/EC, and any successor thereto, or of any Swiss resident as the Swiss Federal Data Protection Act of 1992, and any successor thereto. 1.10. "Fees" means any fees due hereunder, including without limitation all Transaction Fees and Subscription Fees. 1.11. "Initiator(s)" means an individual person or application capable of creating and issuing Notifications through the Service. Only Customer and its Representative may act as Initiators. 1.12. "Notification (s)" means messages issued by an Initiator through the Service, whether or not responded to by Contact. 1.13. "Representatives" means Customer's employees and consultants and Customer's Affiliates and their employees. 1.14. "Sensitive Data" means any personally identifiable information relating to health/genetic or biometric information; religious beliefs or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers' license information; or any other "sensitive data" category specifically identified under any Applicable Laws. 1.15. "Service" means Provider's software -as -a -service, Intemet-accessed notification service to set up and send Notifications, including but not limited the software, hardware, and infrastructure collectively used by the Provider, which may include third -party components. 1.16. "Service Order" means the service order commencing on the first page of the Agreement, which describes the Service provided hereunder. 1.17. "Standard Personal Information" means name, business contact details (work telephone number, cell phone number, e-mail address and office address and location), personal contact details (home telephone number, cell phone number, other telephone, e-mail address and physical address), geolocation, and employee ID or other non -identifying ID number. 1.18. "Subscription Fee" means the fees for access to and use of the Service, including but not limited to any activation fees. 1.19. "Transaction Fee" means the fees for individual transactions of sending and/or receiving Notifications to and from devices. 1.20. "User" is the collective term for Initiator(s) and Contact(s). 2. SCOPE OF THE SERVICE. 2.1. Service. Subject to the terms and conditions of this Agreement, including the Exhibits hereto, which are incorporated into this Agreement by reference, Provider shall provide Customer with access to the Service in accordance with Provider's Documentation. Customer may not, and may not allow or assist any other entity to, sublicense, assign, transfer, distribute, rent or sell use or access to the Service, or remove, alter or obscure any product identification, copyright or other notices. Only Customer's and its Affiliates' employees and consultants may act as Initiators and all use of the Service by Customer's Affiliates and its and their employees and consultants are subject to the restrictions set forth in this Agreement. 2.2. Ownership and Service Components. All rights not expressly granted to Customer herein are expressly reserved by Provider. The Service is and shall remain the exclusive property of Provider and its licensors. Customer represents and warrants it has the right and authority to provide Provider with the Content for use in connection with the Service and Provider agrees that Content shall be owned by Customer. Provider and its third -party providers shall have a royalty -free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use the Content to perform the Service or to use any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, to incorporate into the Service. Provider may gather Service data for the purpose of optimizing the Service. This information includes, but is not limited to, data regarding memory usage, connection speed and efficiency. Users are subject to Provider's terms of service and privacy policy available on Provider's website, www.onsolve.com/privacy-statement. Customer shall not, and shall not allow or assist any other entity to, create derivative works, modify, decompile, disassemble, or otherwise reverse engineer or attempt to discover any source code or underlying ideas of any component of the Service, except to the extent (but only to such extent) that Applicable Law prohibits such restrictions. ONSOLVE, LLC Page 1 of 6 Customer Initials CONFIDENTIAL AND PROPRIETARY June 2018 Form 2.3. Contact Limit. During this Agreement and for a period of one (1) year thereafter, Provider shall have the right (at its own expense, upon reasonable notice, and no more frequently than once per calendar year unless prior breach has been uncovered) to inspect the number of Customer's Contacts. In the event the review determines that Customer has exceeded its number of Contacts, Customer shall pay Provider for the additional Contacts and the costs of such review within ten (10) days. 3. PAYMENT AND TAXES 3.1. Payment. Customer shall pay the Fees as set forth on the Service Order to this Agreement without setoff or deductions, net thirty (30) days from the invoice date. Payment shall be in advance, excluding any Fees billed in arrears. Unpaid balances will be subject to interest at one and a half percent (1.5%) per month or the highest rate permitted by Applicable Law, whichever is greater, commencing on the date that payment was due. 3.2. Taxes. Unless otherwise itemized, all payments hereunder are exclusive of all taxes, and Customer agrees to pay any taxes (including any VAT or sales tax), whether foreign, federal, state, local or municipal that may be imposed upon or with respect to the Service exclusive of taxes on Provider's net income. Any such taxes may not be deducted from the Fees owed to Provider hereunder. 3.3. Message Surcharges. Under no circumstances shall Provider be liable to Customer, to any Contact or to any other person for any charges or fees that arise from Customer's or an individual person's sending or receipt of a Notification using the Service, including, without limitation, as a result of increases in pass-through charges by telecommunications providers. 4. TERM AND TERMINATION 4.1. Term. Unless earlier terminated in accordance with the terms of this Agreement, the Initial Term of this Agreement shall begin on the Effective Date and continue for the period set forth on the Service Order of this Agreement. Upon completion of the Initial Term, this Agreement shall automatically renew for successive renewal terms (each a "Renewal Term") as set forth on the Service Order, unless either party provides at least thirty (30) days' written notice that the Agreement will expire at the end of the Initial Term or then -current Renewal Term. Renewal Terms shall be on the same terms as herein. 4.2. Termination. If either party defaults in any of its material obligations under this Agreement and such default has not been remedied or cured within thirty (30) days after written notice of such default, or if either party makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, is subject to appointment of a receiver or is a party in any proceeding in any jurisdiction to which it is subject that has an effect similar or equivalent to any of the events mentioned, the non -defaulting party may immediately terminate this Agreement in addition to its other rights and remedies. 4.3. Suspension. Provider may suspend the Service: (a) effective immediately upon notice if Customer breaches any provision under Section 5. (Customer Obligations); or (b) if payment for any portion of the Fees is not received by Provider within fifteen (15) days after receipt of written notice that payment is past due. Such suspension shall not modify or lengthen the term of this Agreement, nor shall any rights or obligations hereunder be waived during the suspension period. 4.4. Effects of Termination. Upon termination or expiration of this Agreement (i) Provider will upon written request of Customer, erase Customer data from the production servers controlled by Provider, except that: (a) any data stored on Provider's backup servers shall be deleted as soon as technically feasible, and in any event within ninety (90) days from deletion from production, and Provider agrees that it (1) shall discontinue processing such data; and (2) shall maintain the confidentiality of such data in accordance with this Agreement; and (b) Provider may retain report data (eg. dateltime of Notification and number of Notifications sent) necessary to support its billing and accounting records; (ii) Customer will immediately pay to Provider all amounts due and payable prior to the date of termination; (iii) Customer shall immediately cease all use of the Service and return or destroy all copies, extracts, derivatives and reflections of the Service, and upon Provider's request, provide written notice that Customer has fully complied with this clause, and (iv) remedies for breach, rights to accrued payments and Sections 1 (Definitions), 2.2 (Ownership and Service Components), 2.3 (Contact Limit), 3. (Payment and Taxes), 4.4 (Effects of Termination), 5 (Customer Obligations), 6 (Confidentiality and Security), 8 (Indemnification and Responsibility), 9 (Limitation of Liability), and 10 (General) will survive. Upon termination of this Agreement for Customer's breach: (a) Customer will immediately pay to Provider all unpaid Fees that would become due under the then -current term if such termination did not occur; and (b) Provider shall retain any Fees paid to date. Upon termination of this Agreement for Provider's breach, Provider will refund an amount equal to the prorated amount of Fees paid for the remainder of the then current term, less any expenses for transactions completed prior to the date of termination, which shall be calculated based upon the Transaction Fees. 5. CUSTOMER OBLIGATIONS 5.1. Customer obligations. This Section includes pass-through terms from certain telephony, facsimile, GIS and/or Short Message Service (SMS) vendors and as such, Provider may modify these terms upon thirty (30) days written notice to Customer if reasonably necessitated due to changes by the third party providers. Failure to comply with these terms could result in the termination of certain critical services from Provider's vendors which would impact all of Provider's customers 5.2. Acceptable Use Policy. Customer represents and warrants that it shall only use the Service in accordance with all Applicable Laws and shall comply with the Acceptable Use Policy attached hereto. 5.3. Data Security. Customer acknowledges and agrees that Provider does not require or "pull" any specific data from Customer; that Customer controls which data and Content is input through the Service and which data is sent and to whom such data is sent; and that Provider only specifically tracks the privacy regulations of the United States, Canada, and the European Economic Area, Switzerland and Japan with respect to the Standard Personal Information and shall have no obligations with respect to privacy regulations in other countries or for other types of data. Accordingly: (i) Customer shall not under any circumstances, transmit or store any Sensitive Data to or through the Service; and (ii) Customer shall not transmit or store any EU or Swiss Personal Data to or through the Service unless: (a) Customer is certified under the US -EU Privacy Shield Framework and complies with the Privacy Shield's principles in connection with the protection and handling of its Standard Personal Information or Customer hereby represents to Provider that its protection and handling of Standar onal ONSOLVE, LLC Page 2 of 6 Customer Initials CONFIDENTIAL AND PROPRIETARY June 2018 Form Information is in compliance with the principles outlined in the US -EU Privacy Shield Framework, consisting of: Notice; Choice, Accountability for Onward Transfer; Security; Data Integrity and Purpose Limitation; Access; Recourse; Enforcement and Liability; or (b) Customer has executed the Data Processing Addendum, and in such case Customer shall fully comply with the Data Processing Addendum. Provider is certified under the US -EU Privacy Shield Framework and complies with the EU -US Privacy Shield principles in its handling and processing of Standard Personal Information. 6. CONFIDENTIALITY AND SECURITY. 6.1. Confidential Information. During the course of this Agreement, each party may have access to confidential, proprietary or trade secret information disclosed by the other party, including, without limitation, ideas, trade secrets, procedures, methods, systems, and concepts, whether disclosed orally or in writing or stored within the Service, or by any other media ("Confidential Information"). Any information related to the Service, including but not limited to Documentation, security information, and API information, shall be deemed to be Confidential Information of Provider, and any Content shall be deemed to be Confidential Information of Customer. Each party (the "Receiving Party") acknowledges that the Confidential Information of the other party (the "Disclosing Party") contains valuable trade secrets and other proprietary information of the Disclosing Party and that any such Confidential Information will remain the sole and exclusive property of the Disclosing Party. Each party will use Confidential Information only for the purpose of performing under this Agreement, restrict disclosure of Confidential Information solely to its employees and contractors with a need to know, not disclose such Confidential Information to any other entities unless required to perform the terms of this Agreement, and otherwise protect the Confidential Information with no less restrictive measures than it uses to protect its own confidential and proprietary information. Information will not be deemed "Confidential Information" if such information: (a) is generally available to the public (other than through breach of this Agreement); (b) is received from a third party lawfully empowered to disclose such information without being subject to an obligation of confidentiality; or (c) was rightfully in the Receiving Party's possession free of any obligation of confidence at the time it was communicated to the Receiving Party. Notwithstanding the above, the Receiving Party will not be in violation of the confidentiality restrictions herein with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Receiving Party provides the Disclosing Party with prompt written notice prior to such disclosure where reasonably possible in order to permit the Disclosing Party to seek confidential treatment of such information. A Receiving Party shall promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuse or unauthorized disclosure of Confidential Information. 6.2. Security. Provider has put in place commercially reasonable information security procedures designed to protect and prevent unauthorized access to Content and Contact data. Provider will only process Content in accordance with the terms and conditions of this Agreement and Customer's instructions. Provider's security procedures include but are not limited to physical security, network security, hosted/data security and web security. Provider may modify its security procedures from time to time in accordance with changes to industry standards, but only in a manner that retains or increases the stringency of Provider's security obligations. 7. REPRESENTATIONS AND DISCLAIMER 7.1. Mutual Representations. Each party represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement, to grant the rights granted hereunder and to fully perform its obligations under this Agreement; (ii) the execution of this Agreement by such party, and the performance by such party of its obligations hereunder, does not and will not violate or conflict with any agreement to which such party is a party or by which it is otherwise bound; and (iii) when executed and delivered by such party, this Agreement Will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 7.2. Additional Provider Representations. Provider represents and warrants that: (i) the Service will conform in all material respects to Provider's Documentation; and (ii) all customer support, training and other services to be performed hereunder shall be performed in a professional and workmanlike manner consistent with industry standards. 7.3. Disclaimer. Provider makes no representation, warranty or guaranty, that the Service will work with, or be supported by, all protocols, networks, operating systems or environments; will be error -free; or that all Notifications will be delivered. Customer acknowledges and agrees that the Service is provided on a best efforts basis and is not designed, intended, authorized or warranted to be suitable for hosting life- support or EMT -based applications or other critical applications where the failure or potential failure of the Service can cause injury, harm, death, or other grave problems, including, without limitation, delays in getting medical care or other emergency services, and that any use of the Service to support such applications is fully at Customer's risk and Customer acknowledges that Provider will not have any liability for issues related to such use. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8. INDEMNIFICATION AND RESPONSIBILITY 8.1. Provider General Indemnification. Provider will defend, indemnify, and hold harmless Customer and its employees ("Customer Indemnitees) from and against any and all third party actions, losses, awards, liabilities, claims, expenses, damages, settlements, fees, penalties and costs of eve kind and description, includin reasonable legal fees and government regulatory fines collective) "Losses'), p every9 9 9 e9 rY � (collectively, arising from: (i) any gross negligence or willful misconduct by Provider; or (ii) any breach of Section 6 by Provider. 8.2. Provider IP Indemnification. Provider will defend, indemnify, and hold harmless the Customer Indemnitees from and against all Losses arising out of a claim that the Service directly infringes a copyright or patent issued as of the Effective Date, or other intellectual property right of a third party. The foregoing obligation of indemnification does not apply where: (a) Customer's use of the Service is not in compliance with the terms of this Agreement; (b) Customer has modified the Service or any part thereof without Provider's express, written authorization; (c) Customer has combined the Service with software, hardware, system, data, or other materials not supplied or authorized by Provider where the infringement or misappropriation relates to such combination, unless Provider expressly authorized such combination or the combination was provided for in the Documentation; (d) the Loss is as a result of Content or Contact data; or (e) Customer continues ONSOLVE, LLC Page 3 of 6 Customer Initials Z&J CONFIDENTIAL AND PROPRIETARY June 2018 Form use of the Service after being provided modifications that would have avoided the alleged infringement. In the event Provider believes that the Service is, or is likely to be, the subject of an infringement claim, Provider may, at its option, (1) procure for Customer the right to continue using the Service under this Agreement, (2) replace or modify the Service so that it becomes non -infringing but substantially equivalent in functionality and performance, or (3) if neither clause (1) or (2) are feasible in spite of Provider's reasonable efforts, terminate this Agreement and refund a prorated portion of the Subscription Fees based on the days left in the Initial Term or then -current Renewal Term, less any expenses for usage accrued prior to the date of termination. The foregoing obligations are Provider's only obligations and liability in connection with infringement by the Service. 8.3. Customer Indemnification. Customer agrees to indemnify, defend and hold harmless Provider and its Affiliates, licensors and suppliers from and against all Losses arising out of: (i) Customer's breach of Sections 5 and 6; (ii) use of Content by Provider in connection with its performance of the Service; (iii) third party claims that Customer's Content infringes on any intellectual property rights; or (iv) Customer's gross negligence or willful misconduct. 8.4. Indemnification Procedures. Each party seeking indemnification hereunder shall provide the other party with: (i) prompt written notice of any claim for which indemnification is sought; (ii) complete control of the defense and settlement of such claim; and (iii) reasonable assistance and cooperation in such defense at the indemnifying party's expense. In any proceeding the indemnified party shall have the right to retain, at its expense, its own counsel. Notwithstanding the foregoing, the indemnifying party may not enter into a settlement of a claim that involves a remedy other than the payment of money by the indemnified party (which amounts must be subject to indemnification by the indemnifying party) without the indemnified party's written consent. 9. LIMITATION OF LIABILITY 9.1. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION AND RESPONSIBILITY), OR FOR ANY BREACH OF SECTION 5 (CUSTOMER OBLIGATIONS) OR SECTION 6 (CONFIDENTIALITY AND SECURITY): (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOSS OF DATA, REVENUES, PROFITS OR OTHER ECONOMIC ADVANTAGE, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES OF ANY KIND OR NATURE, (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF EITHER PARTY, ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXCEED THE FEES ACTUALLY PAID UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS OF SERVICE PRIOR TO THE DATE ON WHICH SUCH CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL PROVIDER'S TOTAL CUMULATIVE LIABILITY FOR ANY BREACH OF SECTION 6 (CONFIDENTIALITY AND SECURITY) EXCEED THREE TIMES (3X) THE FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE FIRST NOTICE IS PROVIDED BY CUSTOMER REFERENCING THE RELEVANT CLAIM HEREUNDER. Customer understands and agrees that the limitation of liability in this Agreement for Provider is reasonable and that Provider would not enter into this Agreement without such limitations. 10. GENERAL 10.1. Force Majeure. Except for payment obligations, neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable control of such party, including, but not limited to acts of God, acts of war, riots, acts of terror and other acts or omissions of third parties such as interruptions, delays, or malfunctions of service by third -party service providers. 10.2. Dispute Resolution. Each party to this Agreement agrees that any dispute arising under this Agreement shall be submitted to binding arbitration according to the rules and regulations of, and administered by, the American Arbitration Association, and that any award granted pursuant to such arbitration may be rendered to final judgment. Notwithstanding anything herein, either party may seek injunctive relief and the enforcement of judgments in any court of competent jurisdiction, no matter where located. If either party engages attorneys to enforce any rights out of or relating to this Agreement, the prevailing party in any action to enforce or interpret this Agreement shall be entitled to recover any and all costs and expenses of any nature including, without limitation, attorneys' and experts' fees, whether in arbitration, a court of first jurisdiction and any courts of appeal. 10.3. Publicity. For the duration of this Agreement, Provider may use Customer's name and logo on the Provider web site and in Provider's collateral marketing materials identifying Customer as a purchaser of the Service. If Provider's expected use of Customer's name and/or logo includes more than basic identification of Customer, Provider shall provide Customer with a copy of such content for approval, such approval not to be unreasonably withheld. 10.4. Survival of Terms. The rights and obligations of either party that by their nature would continue beyond the termination or expiration of this Agreement shall survive termination or expiration of this Agreement. For example, the provisions of this Agreement regarding indemnification and/or limitation of liability shall survive termination of this Agreement as to any cause of action arising under the Agreement. 10.5. Independent Contractor. Provider's relationship with Customer shall be that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, principal -agent, or employer-employee relationship. Neither party will have or represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party. 10.6. Severability. If any term or provision of this Agreement or the application thereof is to any extent held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent of the law. ONSOLVE, LLC Page 4 of 6 Customer Initials CONFIDENTIAL AND PROPRIETARY June 2018 Form 10.7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Customer and Provider and supersedes all prior and contemporaneous verbal and written negotiations, agreements and understandings, if any, between the parties. This Agreement cannot be modified except by a writing signed by an authorized representative of each party. The terms of this Agreement shall take precedence over any conflicting terms in purchase or procurement documentation, such as a purchase order, acknowledgement form, or other similar documentation. The failure of either party to enforce any provision of this Agreement, unless waived in writing by such party, will not constitute a waiver of that party's right to enforce that provision or any other provision of this Agreement. 10.8. Notice. All notices and consents required or permitted under this Agreement must be in writing; must be personally delivered or sent by registered or certified mail (postage prepaid), by overnight courier or other nationally recognized carrier, or by facsimile (receipt confirmed), in each case to Provider's address on the Service Order, Attn: Legal, and to Customer's Business Contact on the Service Order, and will be effective upon receipt. Each party may change its address for receipt of notices by giving notice of the new address to the other party. 10.9. Counterparts. This Agreement may be executed in facsimile and in counterparts. 10.10. Export Compliance. The Service and other Provider technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied -party list. Customer will not permit any User to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation, and will not permit any U.S.-sanctioned persons or entities to act as Users. 10.11. U.S. Government End Users. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227- 7014(a)(5) or otherwise, all software and accompanying documentation provided in connection with this Agreement are "commercial items," "commercial computer software," and or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement. Customer will ensure that each copy used or possessed by or for the government is labeled to reflect the foregoing. 10.12. Assignments. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate or an entity that acquires all or substantially all of its business or assets, whether through merger, reorganization or otherwise. Any assignment in violation of the foregoing shall be void and of no effect. PROVIDER:ONSOLVE LLC Signed:= Printed Name: Troy Harper Title: General manager, Public Sector Date: 07/30/2018 CUSTOMER: OWN OF GU TREAM FLORIDA Signed: ----' Printed Name: rsi��si�P_V L. - 01)Alum Title: t � t 1z_ -n M 0,46- Date: 1� Executed for Exhibits B and C ONSOLVE, LLC Page 5 of 6 Customer Inldals CONFIDENTIAL AND PROM ETARY June 2018 Form GS EXHIBIT C ACCEPTABLE USE POLICY 1. General Terms. 1.1 All Content is Customer's sole responsibility. Customer is solely responsible for the integrity and quality of the Content. Customer shall be responsible for, and under no circumstances will Provider or its Affiliates or any of their licensors or suppliers be responsible, for any loss, damage or liability arising out of any Content, including any mistakes contained in the Content or the use or subject matter of the Content. Further, Customer is responsible for: (i) any Notifications that are sent through its accounts (other than if caused by the Service itself or breaches by Provider); (ii) all Fees accruing from the use of the Service through its account, whether by its Affiliates and its and their employees and consultants,; and (Iii) all actions of its Affiliates, and its and their employees consultants, as if such actions had been conducted by Customer. 1.2 Customer shall be responsible for procuring any necessary consents or having other legal basis to contact Contacts with respect to the provision of any data transmitted through the Service. 1.3 Customer shall use any data it uploads into the Service in accordance with any and all restrictions applicable to such data and all Applicable Laws. 1.4 Customer will use and permit its Users to use the Service in accordance with this Agreement and all Applicable Laws, including without limitation the Telephone Consumer Protection Act, Fair Debt Collections Practices Act, Federal Communications Commission ("FCC") or Federal Trade Commission ("FTC") rules or regulations and any and all other Applicable Laws related to pre-recorded telephone andlor text messages and the use of automated dialing equipment. 1.5 Customer will include, at the beginning of each Notification, its official business or government name. Customer will include, at the end of each Notification, a telephone number for Customer. 1.6 Customer will not send any Notifications to mobile devices owned by a Contact unless Customer has obtained such Contact's "opt -in" consent to receive, or Customer has other legal basis to send such Contact, pre-recorded, telephone and text Notifications using automated dialing equipment. 1.7 Customer must provide Contacts with a simple mechanism for opting out or unsubscribing from receiving Notifications, including information on how to "opt -out" or unsubscribe. 1.8 Customer will not send Notifications to phone numbers that are emergency numbers and/or other numbers that may not be called using automated dialing equipment under Applicable Law. 1.9 Per Provider's fair use policy, Customer's total Notifications to an individual Contact will not exceed an average of one (1) Notification per day (via any contact method), absent an emergency or a specific use case for the Contact. Should Customer exceed this fair use, the parties will meet to discuss the reasons, review best practices and determine if an adjustment to Customer's Service plan is necessary. Due to vendor requirements for ensuring Notifications sent by the Service are not blacklisted, Customer shall adhere to this fair use policy. 1.10 Customer will not send any Content that it knows, or has reason to know: (i) infringes another's rights in intellectual property; (ii) invades any privacy laws including without limitation another's right to privacy and/or any privacy policies of Customer or any third -party; and/or (iii) justifies a complaint to the FCC andlor FTC. 1.11 Customer will not, and will not permit its Users or any third parties to: (i) engage or facilitate any unethical, deceptive or misleading practices in connection with the use of the Service; (ii) use the Service in connection with any telemarketing, solicitations, donations, sales, spamming or any unsolicited messages (commercial or otherwise); andlor (iii) provide Content to be transmitted in the Service which: (a) is defamatory, libelous, obscene, pornographic, or is otherwise harmful; (b) promotes violence, discrimination, illegal activities, gambling, alcoholic beverages, guns or tobacco; and/or (c) contains or otherwise links to viruses, worms, cancelbots or any other harmful code or computer programs designed to disrupt the functionality of any computer software or hardware or telecommunications equipment. 1.12 Customer may send SMS Texts in text format only. 1.13 Customer acknowledges and agrees that Notifications may not be delivered to the phone if not in range of a transmission site, or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of the carrier may interfere with message delivery, including the Customer's equipment, terrain, proximity to buildings, foliage, and weather. Customer acknowledges that urgent Notifications may not be timely received and that the carrier does not guarantee that messages will be delivered. 1.14 Customer acknowledges that Provider may block Notifications (eg. based on instructions from Contacts, carriers, aggregators, government agencies, etc.). 1.15 Customer agrees to maintain all security regarding its (and its Users') account ID, password, and connectivity with the Service. If Customer's account ID or password are stolen, or otherwise compromised Customer is obligated to immediately change the password and inform Provider of the compromise. ONSOWE, LLC Page 6 of 6 Customer Initials CONFIDENTIAL AND PROPRIETARY June 2018 Form Q ONSOLVE TM