HomeMy Public PortalAboutCode RedONSOLVE4
SERVICE AGREEMENT
CodeRED®
Unlimited Emergency System Minutes
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").
SERVICE ORDER' '-=
Provider Information: Provider Name: ONSOLVE, LLC
("Provider") Entity Type: Limited Liability Company
State of Incorporation: Delaware
Provider Address: 780 W. Granada Boulevard
Ormond Beach, FL 32174
Customer Information: Customer Name: City of Crestview
("Customer") Entity Type: body politic
State of Incorporation: Florida
Customer Address: 198 Wilson Street North
Crestview. FL 32536
Mailing Address• P,O. Box 1209
Crestview FL 32536
Business Contact/Title: Tim Bolduc/City Manager
Phone: (850) 682-1560
Email: TimBolducjg citvofcrestview.orq
Please complete below if the Primary User is different from the Business Contact
Primary User Name: Anthony D. Holland/Fire Chief
Phone: (850) 682-6121
Email: hollanda@cityofcrestview.org
Unless otherwise specified on a Customer purchase order or below, Provider will send invoices to the Customer Business Contact addres.
Customer Invoice Name: /J - i1c. 4'/1C
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Pr ter d method off receiving invoices: mail ■ US Mail
DETAILen SERVICE DESCRIPTION
Initial Term (commencing on Effective Date)
Renewal Term(s)
Commencing on the Effective Date and continuing through September 30 2020
One (1) Year
If the Agreement is renewed, the first Renewal Tenn shall commence as of October 1, 2020
CodeRED On -Demand Notification Service —Unlimited Emergency -System Minutes
Annual Notification Subscription Fee: $6,500.00
Initial Term Cost for Notification Service: $6,500.00
Additional Features
Commercially Available Data Included
One (1) annual Provider -assisted traditional import for Customer data Included
Annual CodeRED Weather Warning® Subscription Fee: Included
Annual Cost for all Additional Features: Included
Initial Term Cost for all Additional Features: Included
ONSOLVE, LLC
CONFIDENTIAL AND PROPRIETARY
June 2018 Form
Annual Subtotal: $6,500.00
Initial Tenn Subtotal: $6,500.00
All amounts are staled in United States Dollars unless s•eciticall indicated otherwise
Page 1 of 4
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: call (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. Message Units used will be deducted from Customer's Non -Emergency Message Units unless Customer designates the
Notification as an Emergency in the Service. Provider has the final right, with reasonable discretion, to determine whether the Message
Units qualify as an Emergency.
• Unlimited messaging via SMTP-based messages, email and to the CodeRED Mobile Alert App. SMTP messaging is carrier -specific, as
opposed to true, carrier agnostic, end -to -end two-way wireless transmission.
• 500 Message Units for testing. Message Units used for testing are deducted from Customer's Message Units. Customer may request
reimbursement of testing Message Units with notice to Provider within sixty (60) days from testing. Provider has the final right, with
reasonable discretion, to determine whether the Message Units qualify for testing.
• "Message Unit" or "System Minute" means 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
• 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 fist.
• 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 ("AHOFI") 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
ONSOLVE, LLC
CONFIDENTIAL AND PROPRIETARY
June 2018 Fonn
Page 3 of 4
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t h e c u r r e n t v e r s i o n o f t h e P r o v i d e r U s e r G u i d e a t a n y t i m e .
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d o n o t p e r m i t P r o v i d e r t o t r a n s f e r o w n e r s h i p t o C u s t o m e r .
" F o r e i g n M e s s a g e T r a n s l a t i o n . A l l N o t i f i c a t i o n s m u s t b e i n p u t i n E n g l i s h . O n c e s p e c i f i e d , l a n g u a g e s m a y n o t b e c h a n g e d , a b s e n t e x e c u t i o n
o f a n u p d a t e d S c h e d u l e 1 . O N L Y t h o s e U s e r s t h a t h a v e o p t e d - i n t o t h e S e r v i c e w i l l r e c e i v e t h e i r s e l e c t e d F M T . T r a n s l a t i o n i s s u p p l i e d b y
a t h i r d p a r t y a n d i s A S - I S .
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a d a y i n r e s p o n s e t o t h e i s s u a n c e o f N W S s e v e r e w e a t h e r b u l l e t i n s . O N L Y t h o s e U s e r s t h a t h a v e o p t e d - i n t o C R W W w i l l r e c e i v e C R W W
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p r o v i d e P r o v i d e r , u s i n g b e s t p r a c t i c e s a n d s e c u r e m e a n s , w i t h a c o p y o f i t s I P A W S d i g i t a l s i g n a t u r e ( " S i g n a t u r e " ) a l o n g w i t h i t s a s s o c i a t e d
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p r o m o t e i t s a s s i g n e d n u m b e r , a n d c a l l e r s m a y c a l l t o l i s t e n t o t h e p r e r e c o r d e d m e s s a g e s . B u l l e t i n B o a r d w i l l c a p t u r e t h e c a l l e r ' s s p o k e n
r e s p o n s e s a n d / o r k e y p r e s s i n f o r m a t i o n a n d p r o v i d e a r e p o r t I n t h e S e r v i c e . U p o n t e r m i n a t i o n o r e x p i r a t i o n o f t h e A g r e e m e n t , P r o v i d e r w i l l
r e t a i n a n y n u m b e r s p r o v i d e d . M e s s a g e U n i t s f o r B u l l e t i n B o a r d w i l l b e d e d u c t e d i n s i x t y ( 6 0 ) s e c o n d i n c r e m e n t s . A l l i n c o m i n g c a l l s w h e t h e r
m a d e f o r t h e p u r p o s e o f r e c o r d i n g o r l i s t e n i n g t o N o t i f i c a t i o n s w i l l r e s u l t i n c a l l t i m e d e d u c t i o n .
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i n c a l l t i m e d e d u c t i o n .
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O N S O L V E , L L C
C O N F I D E N T I A L A N D P R O P R I E T A R Y
J u n e 2 0 1 8 F o r m
P a g e 4 o f 4
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t h r e a t t o l i f e a n d / o r p r o p e r t y .
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O 2 5 . 5 0 0 M e s s a g e U n i t s f o r t h e I n i t i a l T e r m . U n u s e d M e s s a g e U n i t s d o n o t c a r r y o v e r .
o C o m m e n c i n g o n O c t o b e r 1 , 2 0 2 0 M e s s a g e U n i t s w i l l b e r e - s e t t o 2 2 , 5 0 0 M e s s a g e U n i t s p e r y e a r . U n u s e d M e s s a g e U n i t s d o n o t c a r r y o v e r
y e a r t o y e a r .
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" U s e t h a t e x c e e d s t h e i n c l u d e d M e s s a g e U n i t s w i l l b e b i l l e d a t $ 0 . 3 3 p e r M e s s a g e U n i t i n b l o c k s o f 2 . 2 5 0 M e s s a g e U n i t s .
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R e n e w a l T e r m ( a s a p p l i c a b l e ) .
A T T A C H M E N T S : E X H I B I T A G E N E R A L S E R V I C E D E S C R I P T I O N , E X H I B I T B T E R M S A N D C O N D I T I O N S , E X H I B I T C A C C E P T A B L E U S E P O L I C Y , E X H I B I T D
P U B L I C R E C O R D S A D D E N D U M
O N S O L V E , L L C C U S T O M E R : C I T Y O F C R E S T V I E W , F L O R I D A
S i g n e d : S i g n e d : / /
P r i n t e d N a m e : P r i n t e d N a m e : J �� G . / A n g
T i t l e : T i t l e : �%' n a : - � , r
D a t e :
O N S O L V E , L L C
C O N F I D E N T I A L A N D P R O P R I E T A R Y
J u n e 2 0 1 8 F o r m
P a g e 2 o f 4
D a t e . S
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.
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 the General Data Protection Regulation (EU 2016/679)("GDPR") and any national laws implementing the GDPR, regulations and
secondary legislation, or of any Swiss resident as defined under the Swiss Federal Data Protection Act and Data Ordinance 2017, each as
amended or updated from time to time.
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 authorized to create and issue Notifications.
1,12. "Notification(sy' means messages issued by an Initiator through the Service, whether or not responded to by Contact.
1.13. "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.
1.14. "Service" means Provider's software -as -a -service, Internet -based and accessed notification service to set up and send
Notifications.
1,15. "Service Order" means the service order to which these Terms and Conditions are attached, which describes the specific Service
to be provided to Customer.
1.16. "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.
1.17. "Subscription Fee" means the fees for access to and use of the Service, including any activation fees.
1.18. "Transaction Fee" means the fees for individual transactions of sending and/or receiving Notifications to and from devices.
1.19. "User" means, collectively, Initiator(s) and Contact(s).
2. SCOPE OF THE SERVICE.
2.1. Service. Subject to these Terms and Conditions (this "Agreement"), including the Exhibits attached hereto, Provider shall provide
Customer with access to the Service in accordance with Provider's Documentation. Customer will not, and will 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, its Affiliates' and their respective employees and agents may act as Initiators; all use of the Service
by Customer, its Affiliates' and their respective employees and agents is 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, sub-licenseable license to use the Content
to perform the Service. Provider may gather Service data for the purpose of optimizing the Service. This information includes 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 that Applicable Law prohibits such restrictions. Customer agrees that any suggestions, enhancement
requests, recommendations, or other improvements (collectively, "Feedback") provided by Customer to Provider may be incorporated by
Provider into the Service. Feedback is provided without warranty of any kind. Customer grants Provider the right to copy, distribute, transmit,
publicly display, publicly perform, reproduce, edit, translate, and reformat the Feedback, and the right to sublicense such rights to others. No
compensation will be paid with respect to the use of Feedback.
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2.3. Contact Limit. During the term of the applicable Service Order 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 Contacts. If Provider determines that Customer has exceeded the licensed number of Contacts,
Customer shall pay Provider for the additional Contacts and the costs of such review within ten (10) days of Provider's invoice.
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, within thirty
(30) days from the invoice date. Payment shall be in advance, excluding any Transaction Fees which will be billed in arrears. Unpaid balances
will be subject to interest at a rate of one and a half percent (1.5%) per month or the highest rate permitted by Applicable Law, whichever is
lower, commencing on the date that payment was due.
3.2. Taxes. In addition to the Fees, 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.
3.3. Message Surcharges. Provider will not be liable to Customer, to any Contact or to any otherperson for any charges or fees that
arise from sending or receipt of a Notification using the Service, including 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 applicable Service Order, Upon completion of the Initial Term, this Agreement
shall automatically renew for successive renewal terms (each a "Renewal Term") as set forth on the applicable 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.
4.2. Termination. If either party defaults in any of its material obligations under this Agreement and such default has not been 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 or any then current
Service Order, 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 (e.g., date/time 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 for Services delivered 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. The Service is subject to 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 will use the Service in accordance with all Applicable Laws and the Acceptable Use Policy
attached to the Agreement as Exhibit C.
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 Standard Personal
Information is in compliance with the principles outlined in the US-EU Privacy Shield Framework, consisting of: Notice; Choice, Acc ntability
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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 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 Partv")
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 it: (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. Nothing in this Agreement will be deemed to
require Provider to disclose any Confidential Information to Customer or to prohibit the disclosure of any information in response to a
subpoena or other similar order by a court or agency or to prohibit the required disclosure of information pursuant to Chapter 119, Florida
Statutes ("the Public Information Act"). The Customer will promptly notify Provider of the receipt of any subpoena or other similar order and
of any request under the Public Information Act or any other similar law, and will assist Provider in preventing the disclosure of the Confidential
Information pursuant to same to the extent required by Provider.
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 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
Applicable Law, 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 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 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 every kind and description, including reasonable legal fees and government regulatory fines (collectively, "Losses"),
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 lndemnitees 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
use of the Service after being provided modifications that would have avoided the alleged infringement. In the event Provider bell ves that
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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. To the extent allowable by law, 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) third party
claims that Customer's Content infringes on any intellectual property rights; or (iii) Customer's gross negligence or willful misconduct.
Additionally, Customer's indemnification of Provider shall be subject to the provisions of S.768.28(5), Florida Statutes, including the monetary
limitations set forth therein, which shall apply whether the underlying action sounds in contract or tort.
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 parry's written consent.
9. LIMITATION OF LIABILITY
9.1. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO BREACH
OF SECTION 5.2 or Section 5.3 (CUSTOMER OBLIGATIONS) OR SECTION 6 (CONFIDENTIALITY AND SECURITY) OR ANY
OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION AND RESPONSIBILITY): (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 OR THIS AGREEMENT, 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 CUMULATIVE LIABILITY OF
EITHER PARTY, ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXCEED THE FEES
ACTUALLY PAID OR PAYABLE 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 Maleure. Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable
control of such party, including 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. Except for injunctive relief sought by either party, the parties agree to cooperate and escalate any dispute or
controversy ("Dispute") arising out of or related to the performance of this Agreement or any Service Order to each party's business managers,
who will meet and work in good faith to resolve each Dispute within ten (10) business days after receiving notification of the Dispute. If the
business managers are unable to resolve the Dispute, either party may escalate the Dispute to the next highest level of management for
resolution. If the Dispute remains unresolved thirty (30) days after referral to the next highest level of management within each party, either
party may bring suit in a court of competent jurisdiction. This Section shall survive the expiration or termination of this Agreement for any
reason. 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 attorneys' and experts' fees
and costs.
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.
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December 2018 Form
PROVIDER: ONSOLVE, LLC CUSTOMER: CITY OF CRESTVIEW, FLORIDA
Signed: Signed:
Printed Name: Printed Name:
Title: Title: 711d7�
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Date: Date: ZG Zo ! 9
ONSOLVE,LLC
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
Executed for Exhibits B and C
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Page 6 of 7 Customer Initials /'
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 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 and/or 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 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 and/or 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); and/or (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 (e.g., 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.
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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.
10.7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Customer and Provider with
respect to the subject matter hereof 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 and any pre-printed terms and conditions on or attached
to Customer's purchase orders or invoices will be of no force or effect. 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.
10.13. Public Records. Pursuant to section 119.0701, Fla. Stat. a) Provider shall maintain public records required by Customer to perform
the services; b) upon request from Customer's custodian of public records, Provider shall provide Customer with a copy of the requested
records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter
119, Florida Statutes or as otherwise provided by law; c) Provider shall ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following
completion of the contract if Provider does not transfer the records to Customer; d) upon completion of this contract, Provider shall transfer,
at no cost, to Customer all public records in possession of Provider or keep and maintain public records required by Customer to perform the
service. If Provider transfers all public records to Customer upon completion of the contract, Provider shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure requirements. If Provider keeps and maintains public
records upon completion of the contract, Provider shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to Customer upon request from Customer's custodian of public records, in a format that is compatible with
the information technology systems of Customer.
IF PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PROVIDER'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
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ONSOLVE, LLC Page 5 of 7 Customer Initials
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
EXHIBIT D
PUBLIC RECORDS ADDENDUM
ONSOLVE, as Contractor, shall comply with the requirements of Florida's Public Records
law. In accordance with Section 119.0701, Florida Statutes, Contractor shall:
a. Keep and maintain public records required by the public agency in order to perform
the service.
b. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided under
Florida's Public Records Law or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of this contract if Contractor
does not transfer the records to the public agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of Contractor or keep and maintain public records required by
the public agency to perform the service. If Contractor transfers all public records to
the public agency upon completion of the contract, Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If Contractor keeps and maintains public records
upon completion of this contract, the Contractor shall meet all applicable requirements
for retaining public records. All records stored electronically must be provided to the
public agency, upon request from public agency's custodian of public records, in a
format that is compatible with the information technology systems of the public agency.
e. If Contractor has questions regarding the application of Chapter
119, Florida Statutes, to Contractor's duty to provide public
records relating to this Agreement, Contractor shall contact the
Custodian of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerk(acitvofcrestview.orq
f. In the event the public agency must initiate litigation against Contractor in order to
enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed
against the public agency because Contractor failed to provide access to public
records responsive to a public record request, the public agency shall be entitled to
recover all costs, including but not limited to reasonable attorneys' fees, costs of suit,
witness, fees, and expert witness fees extended as part of said litigation and any
subsequent appeals.