|
<br /> Page 3 of 8
<br />DESCRIPTION OF SERVICES
<br />
<br />Annual Subscription shall include all software licenses, hosting services, updates, upgrades, maintenance, and support. Additional
<br />users may be added at the current annual per-user pricing.
<br />
<br />Additional mutually-agreed-to Professional Services and/or additional Projects (i.e., Data Conversion, Interfaces with 3rd party
<br />systems) may be offered under a separate billable Work Order at a Time and Materials rate of $225/hour.
<br />
<br />Additional Modules and Services may become available in future product development releases and may incur additional Subscription
<br />licenses and Training/Implementation costs.
<br />
<br />Purchased Services are subject to an annual price escalation equal to 4%.
<br />
<br /> Provision of Purchased Services. Provider shall make the Purchased Services available to County pursuant to this Agreement and the
<br />relevant Order Forms during a subscription term. County agrees that County purchases hereunder are neither contingent on the
<br />delivery of any future additional functionality or features nor dependent on any oral or written public comments made by Provider
<br />regarding future functionality or features.
<br />
<br />User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may
<br />be accessed by no more than the specified number of Users or if County is a government or corporate entity, the employees who are
<br />employed by County or persons under County direct control who provide technical or research services to County, (ii) additional User
<br />subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions
<br />thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added or if
<br />County are a government or corporate entity, based on pricing negotiated with Provider and reflected in an additional Order Form, and
<br />(iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. Unless otherwise specified in the
<br />Order Form, User subscriptions are for designated Users only and cannot be shared or used more than one User but may be reassigned
<br />to new Users replacing former Users who no longer require ongoing use of the Services.
<br />
<br />
<br />
<br />USE OF THE SERVICES
<br />
<br />1.1. Our Responsibilities. Provider shall: (i) provide Our basic support for the Purchased Services to County, (ii) use commercially
<br />reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (a) planned downtime of which Provider
<br />shall give County notice, or (b) any unavailability of the Services caused by circumstances beyond Our reasonable control, and (iii)
<br />provide the Services only in accordance with applicable laws and government regulations. The Services may be subject to limitations,
<br />delays, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays,
<br />delivery failures, or other damages resulting from such problems.
<br />
<br />1.2. Our Protection of County Data. Provider shall maintain, or cause to be maintained, commercially reasonable and appropriate
<br />administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of County Data stored
<br />with Our hosting vendor. Provider shall not (a) modify County Data, (b) disclose, provide, rent, or sell County Data except as
<br />compelled by law or as expressly permitted in writing by County, or (c) access County Data except to provide the Services and
<br />prevent or address service or technical problems, or at Your request in connection with customer support matters.
<br />
<br />1.3. County’s Responsibilities. County shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the
<br />accuracy, quality and legality of County Data and of the means by which County acquired County Data, (iii) if applicable to County,
<br />maintain processes, controls and procedures to ensure County and County Users compliance with the current version of the CJIS
<br />Security Policy, HIPAA regulations and similar statutory and regulatory requirements, (iv) prevent unauthorized access to or use of
<br />the Services, and notify Provider promptly of any such unauthorized access or use of any password or account or any other breach of
<br />security, (v) use the Services only in accordance with the User Guide and applicable laws and government regulations, (vi) provide all
<br />hardware, systems software and third party software for Services that run on County servers, and (vii) provide desktop computers and
<br />related software to operate the Services. County shall not (a) use the Services to store or transmit infringing, libelous, or otherwise
<br />unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or
<br />transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein,
<br />or (f) attempt to gain unauthorized access to the Services or their related systems or networks. County are responsible for all activities
<br />undertaken by County, or County Users which result in unauthorized access to County data. County are solely responsible for any and
<br />all costs, expenses, and third party claims or losses related to a data breach, data loss, release of County Data, damage to County Data
<br />or similar outcome that results from (1) misuse or unauthorized disclosure of County Data by County or County Users, (2) any
<br />unauthorized access to the Services via County Users’ logons or passwords caused by the negligence of County or County Users, (3)
<br />DocuSign Envelope ID: DB3028D2-AD5E-4CCF-84B3-305C2A760199
|