HomeMy Public PortalAboutSmarsh Social Media ArchivalClient Information
Company
Technical Contact
Billing Contact
Name
Address
State
City of Crestview, FL
198 N Wilson St
Florida
Name Cesar Damiani
Phone +1.850.682.6134
Name Cesar Damiani
Phone +1.850.682.6134
Address 198 N Wilson St
State Florida
Quote Date 10/07/2022
Sales Executive Riley Lambert
Services and Fees
Unified
Platform - Professional Archive - SMG
Verizon - Professional Archive Capture
Onboarding - Professional Archive - Standard
Smarsh Support
Professional Support - Basic
Smarsh University
Smarsh U - SMB - Web Access
Recurring Subtotal
One -Time Subtotal
Notes
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Order Form (#Q-21078)
City Crestview
Zip 32536-3436
Title IT Manager
Email cesardamiani@cityofcrestview.org
Title IT Manager
Email cesardamiani@cityofcrestview.org
City Crestview
Zip 32536-3436
Quote Expiration 12/31/2022
Subscription Term 12 Months
Billing Frequency Annual
Unit Price Quantity
$ 680.00
$ 94.72
1
80
1
1
2
Contract
Commitment
$ 680.00
$ 7,577.60
$ 1,680.00
$ 8,968.00
$ 1,680.00
smarsh
Terms & Conditions
On a date following the execution of this Order Form, Smarsh will provide Client with a license key for the Software or with login
credentials to the applicable Service ("Activation Date"). Service Descriptions are available at www.smarsh.com/legal. The Services are
subject to Smarsh Service Agreement -General Terms available at www.smarsh.com/legal/ServiceAgreement. The Services purchased by
Client are also subject to the Information Security Addendum available at httvs://www.smarsh.com/legal/InfoSec and the following
Service Specific Terms:
the Professional Archive Service Specific Terms available at https://www.smarsh.com/legal/SSTProfessionalCloud; the following
Premium Channels Service Specific Terms, as applicable: Mobile Channels Service Specific Terms available at
https://www.smarsh.com/legal/SSTMobileChannels, and Twitter Service Specific Terms available at
https://www.smarsh.com/legal/SSTTwitter;
the applicable Professional Archive Onboarding package features described in more detail at
https://www.smarsh.com/legal/OnboardingServices-ProArchive;
Smarsh U Service Specific Terms available at: https://www.smarsh.com/legal/SSTSmarshUniversity;.
The Smarsh Service Agreement — General Terms, the Information Security Addendum, the Service Specific Terms, and this Order Form
are, collectively, the "Agreement." The Initial Term of the Services shall begin on the date this Order Form is executed and continue for
the Subscription Term specified above, unless Client is adding the above Services to an existing Service account, in which case, the
above Services will sync to and co -terminate with Client's existing subscription Term. The Services will be subject to renewals as
specified in the Agreement.
For AT&T Mobility subscribers, your signature below represents your acceptance of the AT&T Wireless Terms and Conditions available
at www.smarsh.com/legal/ATT as they apply to AT&T messages that are archived by Smarsh.
"Archive Fees" are the Fees charged for access to the Connected Archive (i.e., Professional Archive or Enterprise Archive). "Capture &
Archive Fees" are the Fees that are charged for capture and archive of a bundle of Connections within the Professional Archive.
"Capture Fees" are the per -Connection Fees that are charged for the capture of Connections by Connected Capture (i.e., Cloud Capture
or Capture Server). "Premium Adj. Fees" are the additional Fees that are charged for capture of Connections from premium Channels.
"Set-up Fees" are the one-time Fees that are charged to implement a Service. "Professional Services Fees" are the Fees charged for
hourly, monthly, or flat rate professional services.
The Platform Fees, the Capture & Archive Fees, the Capture Fees, and the Premium Adj. Fees, as applicable, are invoiced on an annual,
up -front basis or a monthly basis in arrears, as specified on page 1 of this Order Form. Client agrees that the Recurring Subtotal above is
Client's minimum commitment during each year or month, as applicable, of the Term. Smarsh will invoice Client for any usage over the
minimum quantities at the applicable rate indicated in this Order Form.
Third Party API Usage. In the event that any Third -Party Service charges any API usage fees, service fees, or pass through costs to
Smarsh that are (i) in connection with the Client's use of the Services set forth in this Order Form and such Third Party Service, and (ii)
Smarsh can reasonably demonstrate that such costs are directly allocated to the Client, Smarsh reserves the right to pass those costs
along to the Client ("Third Party Fees"). Client agrees to pay all such Third -Party Fees when Smarsh invoices the Client for such fees,
which will include a breakdown and description of each such cost.
If not priced above, data import, conversion (if applicable), and storage Fees for Client's historical data and storage Fees for data from
Connected Capture or other external capture mechanisms ingested into the Professional Archive are as follows:
Data Imports - One-time $10/GB
Import Data Conversion fees $3/GB
Data Storage — Annual $2.50/GB
Information about Smarsh data privacy compliance is available at www.smarsh.com/legal.
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EXHIBIT A
Amendment to the Smarsh Service Agreement — General Terms
This first amendment ("Amendment") to the Smarsh Service Agreement - General Terms amends the Agreement between Smarsh Inc.
and City of Crestview, FL.This Amendment is effective on the date the Client signs the Order Form, to which this Amendment is
attached as Exhibit A.
The parties agree:
1) Replace Section 1 in its entirety, as follows:
1. Services.
1.1. Smarsh will provide the Services specified in each Order Form ("Services"), according to the Agreement, the
Service Specific Terms (including the applicable Service Level Agreement(s)), and the Service Descriptions, which
describe the features and functionality of each Service. The Service Specific Terms and Service Descriptions are
located at www.smarsh.com/legal. Smarsh grants Client a revocable, non-exclusive, non -transferable, limited
license to access and use the Services purchased by Client during the Term (as defined in Section 12).
1.2. Public Records. To the extent required by the Florida Public Records Act, Chapter 119, Florida Statutes,
Smarsh shall maintain and allow access to (via Client) Public Records made or received in conjunction with the
Agreement. The Agreement may be terminated for cause by Client for Smarsh's refusal to allow access (via
Client) to Public Records. "Public Records" means and includes those items specified in Florida Statutes
Section 119.011(12), as amended from time to time, and currently defined as: All documents, papers, letters,
maps, books, tapes, photographs, films, sound recordings, data processing software, or other material,
regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business. Public Records under this Agreement
include emails exchanged between Smarsh and Client representatives, the terms of this Agreement, all Client
invoices, and, if applicable to the Services purchased by Client, supplier and subcontractor invoices and
contracts. During the Term, and for a period of 7 days following any expiration or termination of the
Agreement, Client may, at no additional cost, export records via self-service within the Archiving Platform. If
instead, the Client's custodian of public records requests that Smarsh complete the export on Client's behalf,
Smarsh shall provide the Client with a copy of the requested records for export within a reasonable time at a
cost that does not exceed Smarsh's then -current hourly professional services rate for data extraction and
exportation plus any hardware costs for portable media. All data so provided to Client may be provided in PST,
EML, or native format, at Client's option. Smarsh is not a public -facing company and does not receive or
process Public Records requests.
IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS AT: 850-682-1560 (telephone
number), cityclerk@cityofcrestview.org (email address), 98 North
Wilson Street
Crestview, Florida 32536 (mailing address)
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2) Replace Section 4.3 in its entirety, as follows:
As between Client and Smarsh, Client is solely responsible for the content of Client Data. Client represents and warrants that
(a) Client Data will not (i) infringe any third party right, including third party rights in patent, trademark, copyright, or trade
secret, or (ii) constitute a breach of any other right of a third party, including any right that may exist under contract or tort
theories; (b) Client will comply with all applicable local, state, national, or foreign laws, rules, regulations, or treaties in
connection with Client's use of the Services, including those related to data privacy, data protection, communications, SPAM,
or the transmission, recording, or storage of technical data, personal data, or sensitive information; and (c) Client will comply
with the Acceptable Use Policy available at www.smarsh.com/legal/AUP. Smarsh may update the Acceptable Use Policy from
time to time.
3) Replace Section 6.1 in its entirety, as follows:
Term. The Agreement will begin on the Effective Date and will remain in effect for the term specified in the Order Form or, if
no term is specified, 12 months ("Initial Term"). The Initial Term may be renewed by Client for additional, successive 12-
month terms (each a "Renewal Term") upon the execution of a Renewal Order Form. The Initial Term plus any Renewal Term
are, collectively, the "Term." Any Order Form executed after the Effective Date will co -terminate with Client's then -current
Term.
4) Replace Section 6.2 in its entirety, as follows:
Termination for Breach. Either party may terminate this Agreement if the other party materially breaches its obligations
under this Agreement and such breach remains uncured for a period of 30 days following the non -breaching party's written
notice thereof. Smarsh may suspend Client's access to the Services in the event Client fails to pay undisputed Fees within 60
days after the due date, and Smarsh will not be liable for any damages resulting from such suspension.
5) Replace Section 7 in its entirety, as follows:
Fees & Payment. Client will pay the fees for the Services as set forth in the Order Form ("Fees"). Following execution of the
Order Form, Smarsh will activate or otherwise make available the Services listed in the Order Form by either delivering the
software (if on -premise software is purchased) or providing Client with access to an account within the applicable Service
("Activation Date"). Beginning on the Activation Date, Client will be invoiced for the recurring Fees per the invoice schedule
in the Order Form. One-time fees and fees for professional services will be invoiced per the terms of the Order Form, or the
applicable statement of work. Client will pay undisputed Fees within forty-five (45) days of the date of the invoice in
accordance with Section 218.74, Florida Statutes (the "Prompt Payment Act"). If Client disputes any Fees, Client must notify
Smarsh within 120 days of the date of invoice. Invoices not disputed within 120 days from the date of invoice will be deemed
accepted by Client. In accordance with the Prompt Payment Act, beginning 30 days after the payment due date, Smarsh may
charge a late fee of 1% per month on any unpaid Fees. Smarsh may suspend Client's access to the Services in the event Client
fails to pay undisputed Fees within 60 days after the due date, and Smarsh will not be liable for any damages resulting from
such suspension. Smarsh may increase Fees at any time after the Initial Term, provided that the increased Fees will only
become effective upon the commencement of the next Renewal Term following Smarsh's notice to Client of the Fee
increase."
6) Replace Section 9 in its entirety, as follows:
Taxes. All Fees payable by Client under this Agreement are exclusive of taxes and similar assessments. Smarsh acknowledges
that Client is tax-exempt.
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7) Replace Section 10.2 in its entirety, as follows:
Obligations with Respect to Confidential Information. Each party agrees: (a) that it will not disclose to any third party, or use
for the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted
by this Agreement; and (b) that it will use at least reasonable measures to maintain the confidentiality of Confidential
Information of the other party in its possession or control but no less than the measures it uses to protect its own confidential
information. Either party may disclose Confidential Information of the other party: (i) pursuant to the order or requirement of
a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or
legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order
or requirement; (ii) to the parties' agents, representatives, subcontractors or service providers who have a need to know such
information provided that such party shall be under obligations of confidentiality at least as restrictive as those contained in
this Agreement; or (iii) pursuant to a Florida public records request, provided that the Client gives notice to Smarsh in a
reasonable amount of time to allow Smarsh the opportunity to seek a protective order preventing such disclosure. Each party
will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other
party's Confidential Information.
8) Replace Section 13.1 in its entirety, as follows:
Client Indemnification. To the extent permitted by Section 768.28 Florida Statutes, and without in any manner waiving its
rights to sovereign immunity or increasing the limits of liability thereunder, Client will defend, indemnify and hold harmless
Smarsh, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses
(including fines, penalties, and reasonable attorneys' fees), arising from or related to the content of Client Data and Client's
breach of the Service Specific Terms or Sections 4.2, 4.3, 4.4, 4.5, or 15.1 of this Agreement. Smarsh will (a) provide Client
with prompt written notice upon becoming aware of any such claim; except that Client will not be relieved of its obligation
for indemnification if Smarsh fails to provide such notice unless Client is actually prejudiced in defending a claim due to
Smarsh's failure to provide notice in accordance with this Section 13.1(a); (b) allow Client sole and exclusive control over the
defense and settlement of any such claim; and (c) if requested by Client, and at Client's expense, reasonably cooperate with
the defense of such claim
9) Replace Section 15.4 in its entirety, as follows:
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida,
without regard to conflict/choice of law principles. Any legal action or proceeding arising under this Agreement will be
brought exclusively in the federal or state courts located in Okaloosa, in the State of Florida, and the parties hereby
irrevocably consent to the personal jurisdiction and venue therein.
10) Replace Section 15.9 in its entirety, as follows:
Entire Agreement; Electronic Signatures. This Agreement is the entire agreement between the parties with respect to its
subject matter, and supersedes any prior or contemporaneous agreements, negotiations, and communications, whether
written or oral, regarding such subject matter. Smarsh expressly rejects all terms contained in Client's purchase order
documents, or in electronic communications between the parties, and such terms form no part of this Agreement. The parties
agree that electronic signatures, whether digital or encrypted, give rise to a valid and enforceable agreement. This Agreement
may only be modified, or any rights under it waived, by a written document executed by both parties.
11) Delete Section 16, concerning alternative jurisdiction, in its entirety.
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Purchase Order Information
Client to Complete:
Is a Purchase Order (PO) required for the purchase of the Services on this Order Form?
[ ].. No
[ ] Yes — Please complete below
PO Number:
PO Amount:
Upon signature by Client and submission to Smarsh, this Order Form shall become legally binding unless Smarsh rejects this Order Form
for any of the following reasons: (i) changes have been made to this Order Form (other than completion of the purchase order
information and the signature block); or (ii) the requested purchase order information or signature is incomplete; or (iii) the signatory
does not have authority to bind Client to this Order Form.
Client authorized signature
By:
Title: �`. 4- y :.1�e�,�v - ( d�
Name: S-7) fei
Date: i 2 - - 0� Z
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