HomeMy WebLinkAboutContract 53837 CITY SECRETARY
CCU MACT NCB. 93 W3
AGREEMENT
Between EnvisionWare, Inc. ("EnvisionWare", "we", "us" or"our")
and
City of Fort Worth ("Customer", "you" or"your")
We agree to sell to you certain equipment, software, and service according to the terms of this
agreement, which includes the attached Standard Terms and Conditions, Quotation (and
attachments thereto), Statements of Work (if any) and all Exhibits associated with all of the
foregoing (all of which are made a part of and referred to as the"Agreement").
You and we each acknowledge that we both agree to be bound by the terms of this Agreement and
have had a duly authorized representative execute this Agreement below under seal.
EnvisionWare,Inc. Customer:
By: - 2--- (seal)
Michackl Monk, CEO
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By: d (seal)
Print Name: S
Principal business address: Principal business address: V
2855 Premiere Parkway 200 Texas Street
Suite A Fort Worth, TX 76102
Duluth, GA 30097
Attn: Michael J. Monk, CEO Attn: ��� Q f:S O �
Telephone: 678-3 82-6590 Telephone: 91] - 3q oZ (Q.111
Fax: 678--382-6501 Fax: !%)lI ` W " 5U2.Sa-
Email: mmonk@envisionware.com E it:
Effective Date: 04/06/2020
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STANDARD TERMS AND CONDITIONS
1. "Software"means the object code versions of any software programs stated in a Specification
and any updates to the software programs that we may provide to you pursuant to this
Agreement. "Hardware" means the equipment stated in a Specification. We will deliver,
install, and test the Software and Hardware product(s) (the "Product") we have agreed to sell
to you as specified in the specification(the"Specification")contained in the Quotation or RFP
response (both referred to as "Quotation") attached hereto as Exhibit A, when it is finally
agreed to and approved in writing by you and us. We will also provide support and training
services as specified in the Specification. This Agreement shall govern all future Quotations
that you and we agree to in writing from time to time hereafter and which reference this
Agreement (such future Quotations being incorporated herein).
2. Subject to the terms of this Agreement we hereby grant to you a non-exclusive license,without
the right to sublicense, to the Software specified in the Specification to (i) install, use and
display the Software on the designated systems; and (ii) use the documentation solely in
connection with the authorized use of the Software. All Software is licensed and not sold. We
retain all rights not specifically granted in this Agreement. The terms of use of the Software
are contained in the Software End User License Agreement and Warranty("EULA") attached
hereto as Exhibit B.
3. You agree to respect our intellectual property, that you will not use our trademarks or logos
without our permission, and that you limit access to provided technical documentation to your
library staff. We own or have a license to use the Software. Under no circumstances may you
transfer our manuals, documentation, software, or license to another entity without our prior
written approval.Any transfer in violation of this provision shall be of no power or effect.You
agree to not provide any of.our Products, Software, documentation, confidential information
or licenses to a competitor of ours. You may not publish technical information about our
Products in a forum that is publicly accessible. Your use of the Product on a protected Intranet
is acceptable provided that only your staff has access to the system.
4. We reserve the right to list you as our customer on our customer list. You have final review
and approval over any proposed press release or announcement about the installation of our
products at your Library.
5. A copy of our insurance certificate is attached as Exhibit C.
6. Price Quotations
A. The estimated price for crating, freight and delivery to destinations is listed separately on
the Quotations in Exhibit A. Freight charges may vary based on actual shipping addresses
per item. Prices quoted are fixed for twelve (12) months from the Effective Date of this
Agreement.
B. When we introduce new Products,the discounted prices will be added to the PICS Estimate
(as published in the EnvisionWare Customer Center for your library) at discounted prices.
C. After twelve (12) months, quoted prices may increase by not more than the U.S.
Department of Labor, Consumer Price Index, All Items, Unadjusted, Urban Areas
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("CMU")for the twelve(12)month period ending in January of each year of the contract,
except for those RFID-related components affected by the Euro/Dollar exchange rate. You
will be notified about price increases that may affect future add-on purchases at least sixty
(60) days prior to an effective change.
7. You agree that other public institutions may acquire products directly from EnvisionWare
using the prices published in the PICS and updated PICS described in Section 6 above.
S. Our payment terms are as follows:
A. For all purchases except maintenance and subscription or recurring monthly, quarterly or
annual services we will invoice for Hardware and Software as outlined on your "Final
Quotation". Payment terms are set forth in each Quotation.
i) Custom or built-to-order Products include, but are not limited to, sorters, 24-Hour
Library, kiosks and other products which may be noted in the item description in the
Quotation as being custom-built or made to order.
ii) All Quotations that include custom or built-to-order Products require an advance
deposit,which must be received by EnvisionWare before orders can be placed with our
factories. The deposit is non-refundable unless we fail to comply with the applicable
Acceptance Criteria in the Statement of Work, which is a document collaboratively
developed between the EnvisionWare Implementation Consultant and Customer during
the initial phase of a new Project.
iii) Acceptance Criteria are developed in advance of delivery. Acceptance tests are
conducted upon installation of each component for which Acceptance Criteria have
been defined.
iv) When all tests pass for items on a Statement of Work, the Customer must confirm an
Order Acceptance.
B. Maintenance: Full payment prior to expiration of your first-year warranty or prior to the
expiration of the current maintenance period.
C. Subscription. and Rental Services: Full payment prior to expiration of your current, fully
paid month, quarter or year as defined in your subscription or rental agreement.
9. We are not responsible for delays caused by non-working library equipment,viruses or worms
on your systems,or any other delays caused by you,your staff or your consultants. If you cause
delays that result in added expense to us, we will issue a change order to recover for those
losses and you agree to pay for such losses. We will be responsible for delays caused by us.
We will notify you promptly and in writing if there is a delay,which will add expense.
10. You agree to provide adequate space, network connections, and power as outlined in the
Specification for each device. For building modifications, we agree to provide technical
documentation that clearly defines the requirements for the modifications. We are responsible
for the accuracy of the documentation we provide. If an error in our documentation results in
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construction error, we will be responsible for such error, but we retain the right to obtain
competitive bids to mitigate the costs of remedy. You are responsible for ensuring the
modifications are completed prior to our scheduled installation time. If modifications are not
completed or are incorrect, you will be responsible for correcting the errors and for payment
of the costs associated with the lost time and travel of our staff.
11. We will install the Product on your computers (per the Specification) or those provided by us
provided you make a library technical staff person available to provide administrative access
and aid us in resolution of any issues relating to network connection, permissions, or other
things over which we have no control.
12. Notwithstanding the Warranty Period start date stated in the ELTLA, for the specific Products
set forth in the applicable Quotation the applicable Product Warranty Period will commence
upon your acceptance of the items specified in the applicable Quotation according to the
criteria listed in the Statement of Work. We will maintain the Product during the applicable
Warranty Period. You will be responsible for basic troubleshooting and providing assistance
to our support staff that will assist via email, telephone, remote access,chat or other tools that
provide access and communication with you and your system. If an on-site visit is required
because of a hardware failure that is not easily remedied by a simple swap of a module, we
will come on site at no additional expense to you. The performance terms of the Product
Warranty set forth in the EULA are superseded if the Platinum or PlatinumPLUS Maintenance
Program apply to you. Support is provided for the particular Products or Services according to
the applicable Maintenance Program as set forth in the Quotation.
13. You agree to provide remote access via the Central Management system we install as part of
this Product. If you do not agree,we will increase your annual maintenance agreement cost by
10%.
14. During the Warranty Period,we will respond your questions and aid you in the support of your
Product as stated in the applicable Maintenance Program. If you need additional installation
services for expansion of your system or reinstallation of systems because of your hardware
failures or related issues, our Professional Services Implementation Consultants will be
available to help you for a fixed rate via telephone or on-site as defined in the price schedule
set out in the quotation or RFP response.
15. We support only the then-current release of the given Software and the most recent previous
release. We will provide notice of available Software updates, which you may download at
your convenience and install on your systems according to your timetable for as long as you
are covered under the Product Warranty or Maintenance Program.In order to know about these
updates,you must subscribe to our customer forum or Twitter feed.
16. When you update the software,we will answer your questions for these processes and help you
to understand how to perform your upgrades. If you wish to have us perform your upgrades,
we will provide options for acquiring those services from our Professional Services group.
17. We will use skilled professionals in our training that will help to use your system effectively,
plan a seamless implementation experience and obtain maximum value for your investment.
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We will minimize disruption to your current services and we will work in a professional
manner that assures continued good public service and convenience for your staff. Upon
successful completion of implementation and your total satisfaction,we will ask that you serve
as a reference for us to other libraries that are considering similar purchases.
18. You agree to pay us according to the payment terms in the Quotation. If you do not provide
timely payment, we will discontinue providing our services and support to you. In the event
that you are ever dissatisfied, we ask that you contact us and provide an opportunity to remedy
any problems. You may escalate your service request at any time by sending an email to
customersatisfaction@envisionware.com.
19. You may purchase additional maintenance agreements for future years at a discount if you pay
for additional maintenance with your original order. The discounted prices are defined in
Exhibit A used to make this purchase. If you do not pay in advance for maintenance,near the
end of the warranty period or each successive maintenance renewal period,you will receive an
invoice for the annual maintenance agreement. We will provide a separate value for Software
and Hardware for Time and Materials and the Gold Support Level so that you can decide to
cover your entire system or only Software. If you elect hardware coverage, all items must be
covered. Platinum and PlatinumPLUS customers agree to maintenance for all products in use.
For all Support Levels, if you retire an item and take it out of service you may contact
Maintenance Services to have the item removed from your Maintenance Record. You will not
have hardware protection without an agreement, which also means that you will not have
access to firmware updates. If you choose not to purchase hardware coverage, the alternative
is a time and materials charge plus expenses.When you are covered by hardware maintenance,
you have the assurance of prompt remedy, which cannot be provided under the same Service
Level Guarantee under a time and materials program. If you fail to pay your maintenance
invoice on time, you will receive a 30-day grace period after which your support services and
access to downloads will be suspended until payment is received. Maintenance agreements are
available under one of four "Maintenance Programs" described below. The program you
have elected is stated in the applicable Quotation.
A. "Standard Support Hours"are 8:30 a.m.to 7:00 p.m.Eastern US Time,Monday through
Friday, excluding U.S. federal holidays. Our goal for customers under a maintenance
agreement is to answer 90% of all incoming support calls with a live technician. Platinum
and PlatinumPLUS customers have 24x7x365 access to Support.
B. Maintenance Pro rg ams
i) Time and Materials: If you are not covered by a maintenance agreement,when service
of any kind is required you may contact support during Standard Support Hours
(Monday—Friday 8:30am to 7:OOpm Eastern Time, excluding U.S. federal holidays).
There is no after-hours support available in the Time and Materials maintenance
program.
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Support services include:
• Support Hours: Monday Friday 8:30am to 7:00pm Eastern Time, excluding
US federal holidays
• 90% of incoming calls answered with a live technician
• Response time to incoming calls is 4 hours during Standard Support Hours
• Dispatch of onsite service within 2 business days of determining a site visit is
required
• Guaranteed onsite response arrival of 3 business days after determining a site
visit is required
• Maximum time to attempt a remedy of a major outage is 5 business days
• North America Toll Free calling: 888-409-0888
• Access the User to User Forum,provided that signup occurs via the Customer
Center prior to expiration of the warranty period and prior to transitioning to
Time and Materials status.
Support Process:
• The support technician will forward terms for time and materials for your
acceptance per Support Case.
• Upon authorized email acceptance of the terms, the technician will provide the
requested services at our then-current hourly rate.
• There is a minimum charge of one hour per incident. All hardware, labor and
travel expenses will be invoiced.
• Upon determination that a site visit is required, the support technician will
provide you with a quote for time, estimated materials and expenses, using
EnvisionWare's flat expense rates.
• Upon quote acceptance, our goal is to dispatch a technician the same day for a
determination made by noon Eastern time or the next business day for approvals
received after noon Eastern time.
• The maximum interval for onsite arrival is 3 business days after determining
that an onsite visit is required and approval is received.
• You will be invoiced for the total number of hours for remote and onsite
work plus the total number of onsite travel expenses.
Support Services do not include:
• Access to LiveChat, the Knowledge Base, software downloads or
documentation after the expiration of a warranty.
Note: Customers must download the electronic documentation for their
installed versions of licensed Products before transitioning to Time and
Materials.
• Software patches and new versions of licensed software.
• If a Software or firmware update is required, you may have the option to
catch up on lapsed maintenance (see Section 20) or you may pay for a new
license, if available,based upon whichever is lower in cost.
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• There is no separately available software license for embedded systems
such as sorters (AMH) and 24-11our Libraries and turnkey
hardware/software systems in which the software is part of the item bundle.
• Hardware Revisions,which are included in maintenance for sorters (AMH)
and 24-Hour Libraries, may not be available for purchase under Time and
Materials.
• The EnvisionWare (10)year life guarantee program.
• After(5)years, "ten (10)year systems"will become part of an End of Life
program in which maintenance automatically escalates in year 5 and
continues to rise each year thereafter according to the limits set forth in
Section 3.
• An End of Life notice may identify certain parts or modules which may no
longer be available.
• If the at-risk items fait, we will attempt to extend the life of your system by
providing a quotation for a replacement module or alternative sub-system.
• If options to extend the life are not available, we will provide a reduced
price upgrade quotation to replace your system if an upgrade is available.
ii) Gold Level Support: Services are available via the EnvisionWare Customer Center
portal and via toll-free telephone in North America during Standard Support Hours
(Monday—Friday 8:30am to 7:00 pm Eastern Time, excluding U.S. federal holidays).
There is no after-hours support available in the Gold Level maintenance program.
Support services include:
• Standard Support Hours: Monday — Friday 8:30am to 7:00pm Eastern Time,
excluding US federal holidays
Services during Standard Support Hours
• 90% of incoming calls answered with a live technician
• Response time to incoming calls is 4 hours during ,Standard Support Hours
• Dispatch of onsite service within 1 business day of determining a site visit is
required
• Guaranteed onsite response arrival of 2 business days after determining a site
visit is required
• Maximum time to attempt a remedy of a major outage is 3 business days
• North America Toll Free tailing: 888-409-0888
• LiveChat via the Customer Center during Standard Support Hours
• Responses to online Support Cases
24-Hour Services
• User-to-User Forum(24 hour)
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• Downloadable Software defect fixes
• Downloadable New software releases
• Downloadable electronic documentation
• Searchable Knowledge Base
• Create and view Support Cases
• Online Defect/Enhancement view
• Online Project Status Tracking
• Library Marketing Kits
Support Services do not include:
• Preventative Maintenance service
• After-hours support
iii) Platinum Level Support: Services available via the EnvisionWare Customer Center
portal during Standard Support Hours and via toll-free telephone in North America
240 365 days per year. Routine services should be scheduled during normal support
hours. After hours support is for emergency calls only and must be made via the toll-
free telephone number using your Platinum support access PIN.
Our objective is to have calls answered within 2 hours during all times and onsite
response generally dispatched within 4 hours of determining that a site visit is required.
The maximum interval for onsite arrival is 24 hours after determination that a site visit
is required.
Platinum Level Service requires continued coverage of all items purchased from
EnvisionWare that remain in use by you except for consumables.
Support services include:
• Support Hours: 24 x 7 x 365 (for telephone support)
• 90% of incoming calls answered with a live technician
• Response time to incoming calls is 2 hours
• Dispatch of onsite service within 4 hours of determining a site visit is required
• Guaranteed onsite response arrival of 24 hours after determining a site visit is
required
• Maximum time to attempt a remedy of a major outage is 48 hours
• North America Toll Free calling: 888-409-0888
• LiveChat via the Customer Center during Standard Support Hours
• User-to-User Forum(24 hour)
• Downloadable software defect fixes
• Downloadable new software releases
0 Downloadable electronic documentation
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• Searchable Knowledge Base
• Online Customer Center Support Case Management(24 hour response during
Standard Support Hours)
• Online Defect/Enhancement view
• Online Project Status Tracking
• Library Marketing Kits
• Preventative Maintenance:
o If a sorter (AMH) or a 24-Hour LibraryTM unit is purchased, a
Preventative Maintenance site visit is performed within 60 days of each
annual renewal.
o Continual, consecutive Platinum Level Support renewals assure a long
life for Products covered by Preventative Maintenance.
o The lifetime coverage limit is specified on a per-item basis and in no
case exceeds a guaranteed lifetime often (10)years.
o Sorters (AMH) and 24-Hour Libraries are guaranteed for a lifetime of
ten (10) years provided there is continued Platinum maintenance
coverage from the Effective date.
o Any lapse in coverage for a period of more than 30 days will void the
ten (10)year guarantee.
iv) PlatinumPLUS Level Support: Services available from a Resident Technician via the
EnvisionWare Customer Center portal and via a dedicated telephone number 240, 365
days per year.
"Resident Technician" means a local field technician employed by us that dedicates
50% of his or her time to service your library. The Resident Technician's priority is
focused on your uptime.
Our objective is to have telephone calls answered by the Resident Technician within l
hour during all times,to have onsite response dispatched within 2 hours of determining
that a site visit is required, and to have the maximum interval for onsite arrival to be 6
hours or less after determining that a site visit is required.
PlatinumPLUS Level Service requires continued coverage of all items purchased from
EnvisionWare that remain in use by you except for consumables.
Support services include:
• Support Hours: 24 x 7 x 365
• 95% of incoming calls answered with a live technician
• Response time to incoming calls is 1 hour
• Dispatch of onsite service within 2 hours of determining a site visit is required
• Guaranteed onsite response arrival of 6 hours after determining a site visit is
required
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• Maximum time to attempt a remedy of a major outage is 36 hours
• North America Toll Free calling: 888-409-0888
• LiveChat via the Customer Center during Standard Support Hours
• User-to-User Forum(24 hour)
• Downloadable software defect fixes
• Downloadable new software releases
• Downloadable electronic documentation
• Searchable Knowledge Base
• Online Customer Center Support Case Management(24 hour response during
Standard Support Hours)
• Online Defect/Enhancement view
• Online Project Status Tracking
• Library Marketing Kits
• Preventative Maintenance:
o This service is continual and performed incrementally each month by
the Resident Technician and/or other EnvisionWare technicians and
engineers as required.
o The Preventative Maintenance service includes proactive replacement
of parts, routine cleaning, system updates and performance testing and
certification.
o Continual, consecutive PlatinumPLUS renewals assures a long life for
Products covered by Preventative Maintenance.
o The lifetime coverage limit is specified on a per-item basis and in no
case exceeds a guaranteed lifetime of ten(10)years.
o Sorters (AMH) and 24-Hour Libraries are guaranteed for a lifetime of
ten (10) years provided there is continued PlatinumPLUS maintenance
coverage from the Effective date.
o Any lapse in coverage for a period of more than 30 days will void the
ten(10)year guarantee.
• The Resident Technician can provide or coordinate ongoing training and
orientation for new staff.
• Spare parts are stocked locally. You must provide network access, locked
storage and facility and computer access to facilitate the proactive delivery of
services.
• Direct escalation path to the Director of Support.
• In addition to Support, Preventative Maintenance, and proactive upgrades, the
Resident Technician will be available for consultation and planning to aid in
rollout and system-wide upgrade programs that include any EnvisionWare
applications. The Resident Technician can provide insight into pending
releases and can serve as your advocate for product enhancements.
• The Resident Technician will collaborate with your staff to develop a routine
schedule for reporting and status meetings.
• When a Resident Technician is scheduled away from the local area, such as
during vacation time, a backup technician will be assigned to provide the
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PlatinumPLUS services. The backup technician will provide the same response
times as the Resident Technician.
C. Should we fail to achieve the applicable performance objective for the Platinum or
PlatinumPLUS Level Maintenance Programs measured as an average of all failures over a
calendar quarter not meeting the applicable objective of all incidents and if you have
notified your dedicated EnvisionWare technician or our Director of Support via email(with
appropriate details of the case number and the failure) no later than thirty (30) calendar
days from the end of the calendar quarter in which failure occurred,we will credit the next
invoice to you in the amount of one month of maintenance as prorated for that item being
serviced. The measurements will reset each calendar quarter.
D. A failure to achieve a service objective shall not be a breach of the maintenance agreement
or give rise to a credit if and to the extent that failure to achieve a service objective was
primarily caused by any one or more of the following:
i) Prioritization of tasks or reduction of resources requested by you in writing with the
written understanding by the parties that we will be excused by any resulting service
level impact;
ii) Occurrence of a Force Majeure event(as defined herein);
iii) Any breach, failure to perform an agreed upon responsibility,user error or other act or
omission of you or your customers, third party contractors or agents that materially
prevents us from achieving the applicable service Ievel; or,
iv) Problems originating from your facility, network, hardware, software, hosting or
storage provider, server or other provider, that are outside the scope of our services.
E. Force Majeure Events. Except for payment obligations by you, neither party shall be held
responsible for any delay or failure in performance of any obligation under this Agreement
to the extent that delay or failure is caused by fire, flood, explosion, war, act of terrorism,
strike, embargo, government requirement, civil or military authority, act of God, act or
omission of carriers or other similar causes beyond its control (each, a "Force Majeure"
event). If any Force Majeure event occurs, the party delayed or unable to perform
("Delayed Party") shall give immediate notice to the other party("Affected Party"), and
the Delayed Party,upon giving prompt notice to the Affected Party, shall be excused from
performance under this Agreement for the duration of the Force Majeure event, provided,
however, that the Delayed Party shall take all reasonable steps and cooperate with the
Affected Party to avoid or remove the cause of non-performance and shall resume
performance hereunder with dispatch when the cause is removed;and provided further that
if the Delayed Party cannot within sixty (60) days remove the cause of non-performance,
the Affected Party may terminate this Agreement.
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20. Re-establishing Maintenance After a Lapse:
A. If your budget or other reason prevents you from acquiring maintenance or local ordinance
prevents an annual agreement in advance of a fiscal period,your system will not be disabled
by expiration of the maintenance agreement, but, as of the date of expiration, you will not
have further access to updates,upgrades or technical support.
B. If you later choose to resume maintenance,you will be charged as follows:,
i) The full amount of the next twelve (12) months of maintenance; and.
ii) Any time and costs for updating Hardware or Software or for on-site visits; and,
iii) A catch-up fee as follows:
(1) for Software maintenance: 50%of the amount of maintenance that would have been
paid if maintenance had been maintained (calculated on an annual basis) or
(2) for Hardware maintenance: 100% of the amount of maintenance that would have
been paid if maintenance had been maintained (calculated on an annual basis),
subject to the availability of support for the Hardware you have at the time of re-
establishing maintenance.
C. The amounts above cover the continuing development and evolution of the system during
your lapsed period. The fact that you did not avail yourself of telephone or other support
services during the period the Product was covered by maintenance is no cause for
adjustment. If you have replaced Hardware that is no longer supported by us, in order to
be eligible for re-establishment of maintenance on the Hardware you will need to purchase
new Hardware from us. As part of re-establishing maintenance, we will provide you with
the updates to the Software
D. Re-establishment of lapsed maintenance is permitted only once.
21. All notices required to be given pursuant to this Agreement shall be given in writing and
delivered by fax, hand, certified first class mail, email or overnight courier, addressed to the
receiving party at the address stated on the first page of this Agreement to the contact
information set forth below. Each party will provide written notice to the other party in the
event of a change in the contact information below. Notice shall be deemed given (i) on the
date when sent by fax to the fax number specified below, (ii) on the date when delivered by
hand to the address specified below, (iii) three (3) days after mailing by certified first class
mail, (iv) one (1) day after delivering to a recognized overnight delivery carrier, or (v) on the
date when sent by electronic mail, provided that confirmation is sent by one of the other
foregoing methods.
22. This Agreement constitutes the entire agreement and understanding between the parties
concerning the subject matter hereof, and cancels,terminates, and supersedes all prior written
and oral understandings,sales and promotional materials,agreements,proposals,promises and
representations of the parties or any other person with respect to any subject matter contained
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herein. No representation or promise hereafter made with respect to the subject matter of this
Agreement, nor any modification or amendment of this Agreement, shall be binding unless in
writing and signed by the parties. The provisions of these Terms and Conditions shall control
in the event of any conflict with any provisions in the EULA in Exhibit B.
23. Professional Services. Upon request and agreement between the parties, we shall provide you
with professional consulting or training services ("Professional Services") according to the
applicable Professional Services Statement of Work ("SOW", a sample of which is attached
hereto as Exhibit D). The parties acknowledge that the scope of the Professional Services
provided hereunder consists solely of any or all of the following. (a) assistance with Software
or Hardware installation, deployment, and usage; (b) training in use of the Software or
Hardware; and, (c) delivery of additional related Software or code proprietary to us. You shall
have a limited license right to use any deliverables (including any documentation, code,
Software, training materials or other work product) delivered as part of the Professional
Services ("Deliverables") solely in connection with your permitted use of the Software,
subject to all the same terms and conditions herein as apply to your Software license, and
subject to any additional terms and conditions provided with the Deliverables. You may order
Professional Services under a SOW describing the work to be performed, fees and any
applicable milestones, dependencies and other technical specifications or related information.
Each SOW must be signed by both parties before we will commence work under such SOW.
If the parties do not execute a separate SOW, the Services shall be provided as stated on the
Quotation. You agree to reimburse us for reasonable travel and lodging expenses as incurred.
24. The EnvisionWare One Year 100% Money Back Hardware and Software Performance
Guarantee is set forth in the attached Exhibit E.
25. Section 15 of the EULA is hereby amended as follows:Delete"the State of Georgia"and insert
"the state of the customer's principle business address on page L" The remainder of the
sentence is as in the original. This Agreement shall be governed by the laws of the state in
which you maintain your main office.
26. Section 8A of the EULA (Indemnification), first sentence, is hereby amended as follows:
Delete the first appearance of"claims" and insert"actions, suits, proceedings, claims, losses,
liabilities,damages,and expenses (including attorneys' and experts' fees and sums reasonably
expended in investigation and settlement of litigation,pending or threatened)". The remainder
of the sentence is as in the original.
27. Section 9, Subsections A and B, of the EULA(Disclaimer of and Limitations on Damages), is
hereby amended to read as follows: "...(A) FOR ANY SOFTWARE AND HARDWARE
PRODUCTS COVERED UNDER THIS EULA, EXCEED TWO (2) TIMES THE
PURCHASE PRICE FOR THE SOFTWARE AND HARDWARE OR (B) FOR ANY
SERVICES, EXCEED TWO (2) TIMES THE FEES PAID BY YOU FOR THE SERVICES
(EXCLUDING MAINTENANCE AND SUPPORT SERVICES) WHICH DIRECTLY
CAUSED THE DAMAGES ALLEGED...".
28. Term: This agreement shall be in effect for one (1) year and will renew annually unless
canceled by either party with sixty (60) days written notice.
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Exhibits attached:
Exhibit A: Quotation
Exhibit B: EULA
Exhibit C: Insurance Certificate
Exhibit D: Sample Professional Services Statement of Work
Exhibit E: Performance Guarantee
Exhibit F: Payment Card Industry Data Security Standard for U.S. Customers
[Remainder of this page intentionally left blank]
Page 15 of 43
Exhibit A-
Quotation(s)
t'A# Invoice INV-US-47301
ENV VA§P'1V-,1aE,
Envislonftre,Inc.
2a,3', ParkAay /I Dui.ttl,,rA
Tot;f7,�,e 1(800,2!G-,;&70 Dire-ut�*,, 310- 41212020
Bill TO Shi p To TOTAL
DeMorrio Hamilton
Fort Worth Library
500W 3rd Street $9,880.97
Fart Worth TX 76102
United States Olga calms 299r&N
bultueo P0 10 1 limn !jAl0kRfjk mwrmc wi;w ExpWsm
209/2020 EnvisionWare ReneAal Quotation#LIS-571 U8 HImet,John 2129t2020
Invoice
Fr-;iGtmg 14unAKFj aT rdrr4 .-y ?N....
US Dollar EnvidohWate RenevW Invoice
TrapimuOpao lleacnplion
EMMSIONNARE ANNUAL SYSTEM MAINTENANCE INVOICE-ThIsinvolce renews your annual system maintenance coverage far
t"lve It 2)months to end one year from thelylAINTEN410E EXPIRATION DATE indicated above.The prices shown belowinclude a
discount for wyerage of your kill system.Any ameptions Wil be indicated at the bottom of the invoice.Please confirm your receipt of
this involce. Once your maintenance has been renewed please login to the EnvislonWare Customer Cenlei at NipX
system.envN,onywe.corn And dowIoajJ the new license file Wth an updated expiration data.For questions, please contact
Em,islonWare Operations via email at operations@onvisionykare.corn.Thank you for your continued use ofEn%isj0nVVqre We value
your business.
Qvi.r tmilk swPla Ltkkl I Pjrlfe A111"urpi Shalt Dille rnki F)Au
I LIPT-MPSAYR-11 $181.25 $181.25 12AW20 2J28J2021
SUBSCRIPTION (I-Year Prepaid) 500 VV
moukprkot&w4e(tm)-Print from V00.011 3rd
anypvtewt device via App,Emad or ovdam Street
Mb Poetal. Pick up at LP?'-One Print
Rafejse Tormbals.No
reqaked.
the ntamf er of 8slikiirtgs or job
Qwve Engine4 wbkh,41or Xsq&,,v1e r
++REQUIRES LP7'One J5nvisjZ;nWvr,-Print
Metaayemept v4.9+
LIPT&FPSAYR-PP 41 k;I.PG 121 020 7MV2621
EUBS GRfPTION fil Yqsr Pe'spaid)
&iebj)&P,k:1&wkeflrn?-Prinf fmm MW16,
any V4 AppjEjogg w c-43ANO
let-b PRA.71. Pales vp gl LPT.-Onev Ajyj
;j4-Iepw Taexha?5L ft a4dinpiO fiurdw"
wwked.
-L"weV y 14C M*.j 0(OVIAkyw,Cr'fob
Qwoe 41KOweg rr)nxhmw.is V&A&.r,
k►REeQUIRFES LP7204f Fiiva tr0 al4Exe P}fig
&W"v
Page 16 of 43
Invoice INV US47301
EnvisionWare,Inc,
�&Z P(crr'-wrn harkra,ty;cn( F< CJu�•rth, :3S1p�7 5 G1
I'oV rrpt -1M1X)j 23r, ;i371� Der' ;z tsrf>s€ Fy:r,; 4/212020
Daly 1ten1 Sid pTo bilkPrlr;e AinnuoI Sl art Duia E1+119dn
1 LPT-NIPS-IYR-U $181.26 $181.25 42M 2028 298/2021
SUBSCRIPTION (1-Year Prepaid) 4300
Eat
MoukPrfnf Servke(tm)-P(r»t fmrn virtually
any patron device via App Emad ar Custom Barry St
Web Pod9l. Pick up at LPTOne Print
Release Teemrnak.No addka�nal flareivare
requked.
-Lkensed}y the number or6rrftiings or Job
QueueEngirre4 whi-hover}sgreater.
++REQUIRES LPT.•One EnvisronWare Pant
Management v4.3+
y L?T-MP9-IYR-U 511c2i; "IM.26 72I112820 212D11921
S1lH$friPl 770M1I (T.Yeae Prepaid) 9301:
JI QM Pmf'Scrvi4 effmj-Prig fMT wm w)f Efloye
any-pokw?d�-Yice v.v AIp,fwoilf of f;ustdaa 21
V*b'Podal Pkl� A0 at LF roAp ir}rint
r gsr Te+rurtealp.M4 addl"al MwArara
requo&L
—LGehxd LY fft h#7Mkgt 01&Wmgr Ol,fob
Qk--W EhgJMK%,uhCI�WMa"NArr
r Hd' r,VWES LPT Orm EAgk pivW?rfr Ariu!
,W mno inner!
1 LPT-MPS-1YR-U $181.23 $181.26 12I112020 2128P1021
SUBSCRIPTION (1-Year Prepaid) 1062
Afofakprurt Servke(trn)-Print rMM virtually Evans
any patron device via App,Email or Custom Ave
UUeR Porfaf. Pick up at LPTOne Print
Release Terminals.No addik�nalharelvare
Mquked.
-Li eased 3Yy the numWr of&#Pings or dab
t?raerae Engines fvh.chwer is greato r
++REQUIRES LPT.-One Env&aniNare Print
b1.anagement v4.9+
LPUMP..S4YR-H $191.2s $110.25 12AQ029 2,A12021
SV ASC' Vp7'1[►N (1-Year FrtrpoFJp
Ag golden
Mblkprkrt s4ywk Vo i' -FVAf frviv vwuxy 040e
l io
any-pattoo daurao Ye'App,Emey(V cwfow
WM-b P4rtui. PNA op p! 4py-long Print Dlvd
ffekaae if hgrdWa1N
-roqui'd.
-theonandbytheruMu .vcf$trlk@rtgaW."b
r"k.`f'm)Oo f'uWKhQY+r A grprta r.
.a FfC-QUIRES LPT.'Ona E&izkyt Var4'f$'W
AfauyyaeneA++4.0*
1 WM-ES-E HT Building Rundle 11SA) $643.14 $643.14 3M2028 212812A24
r YR MAINTENANCE Enviw6nWgre Suite 500W,
lira'Binding. 3rd
Provafes softore coverage rot fkd bvtding Street
goonses for PC Resmvat.au and LPT One
Print Management
1111111111111111111111111111111 2
tNUWUS•47301
Page 17 of 43
AVii iI MWARE' invoice INV US-47301
,�4c�.a t,eE�€fir .."`Fb„t•.ifiS3".<%.',. EFC-3:.tt
Envislo4are,Inc.
2355 Pr,rs crf,Pa&-,vay Suite A,D jIviF,`xA M097-5201 [� � �
'io,!:r-e `:'.f?:l0)216-�sir/ Di,-Imt f i. ✓7Fd::cL- `r{�°3
CIV Rum Sldp7rl ilikil Prlcu Amman Stut DML 1=nd bath
15 WM-r&-E4T fi Lill dlTMg HuInic 615�Ai sk,212.40 U1t2d74 2=42521
IAgkllllWMIJ 60R+
7td ,
J '(R MAJA 7EMA AR"-E .Sheet
A.ddlaln a1 fUA.1kya
JWAL q AYonnea Icrr PC RR$C�457 7F $A
LO'.Owe Ptiyf hrd a:aM1 a h.11
317 WM-ES-EHT Client License $8.50 $2,949.60 3Mi2029 2i2812821
! YR MAWTENANCE:Env)sb;Ware Suite Sao VV.
CA'ent Package 3rd
Sired
7 MM-AAKENT@{a lht %M79945 6571.1s 3111290 712MVI
2 YR nPhVTEJ rAA4bE. Aulhv4rk0M Rh-J 906YU
AccvuntAy Padtlie (AAA) - Ftr6eMerde 3rr1
E4)j17h{E.rM ,rr-I
A WMM-irCS-Web Wdule License(E HT) §00Vi' $696.01 $596.01 3MOO20 2128i2021
@ YR MAINTENANCE: Envision Ware
eCammerce Services Enterprise Edibm 3rd
Wab bloduk Site et
9 Wm-cmdkMmy 2128iml
1 YR V11 W7EXANfT- t xvr oaYV=n r CLAM SOW.
zod
Mgn.Tewm Garaw-;-y stye el
4 WM-CMContm[ $21.24 $806 3M)2020 228i2021
?YR AAA iNTENANCE: 500 W,
EnvisionWare CentmiMenggement Control Street
Licenses
.12 V/h1.CMCliei0 6.93 12d9.10 :{fF20211 22MMU71
1 YfFAL4Wj,IAAfCE-Coorrie kJWF N+ew w'
ch'agr
0isc0Unt: CNl Maintenance -100% $-249.90 V112020 2i2812021
Adjusirrmnt
DISCOUNT to adjma t rnaktenance for 42
Central blanagement CA'ent(s)purcha:.sd as
a b2ndle with other software products
prewbu*
INVUS-47301
Page 18 of 43
EnvislonWare,Inc.
?t35��'rrrfisv�_Pa9r,:r.;iy A,a atui�.,r 3t3t37 SZril �f ��� �
1216 './® isrMc` .1 Pr70,34t -6"1_,ji}
QIy 1tenk 51011a WdtPrwo Aummfi 5111fipida B111Date
4 LPF4MPS.+YR.0 618I26 $181,25 124120" 2i2Rr21121
,Vus$GfitP)1jM (1-year piopkiml) 501 Pro
A&0k prf+(SrrvkWnv)-prNq fm 0 Mirtw4e 5A
any patron-kKo wk Aj* mEo fi or GMOrim
WtA Ford. MCA up at CPT-Ohe Arent
firi iaLlMd aib No 4ddt"21 ipa79W.W
wed
-fkd%5Rd#if fl.t iwjpkelnfBatt•IAw&j6b
ai-REQUIRES LPT dnb fir.•r;Arr1F4S#re'1'ri0t
A3PnIDSAAht VJ$+ .
1 LPT-MPS-9YR-U $181.26 $181.26 12f1/2020 212812829
SUBSCRIPTION (I-Year Prepaid) 62
mbiaivlePriw Servke(trn)-Print from vktually Cryy std
al
any patron device vP Ap1,Email or 044orn Lake Dr
Mb Portal. NO up at LPTOne Print
Re#ease Terrninab.No addiunaf hardware
mequkad.
-Lmcensed 1N the number of Buildings or Job
&we toe Engfv&4 whkhwer i�-wate r.
++REQUIRES LPT-One EnvisionlNare Print
mifanage meat vd.9+
9 LPTJMSAVRk.0 a1-ta $101.25 1211r2020 2m6oe?d
SU-6,Sf RIF Illum (I.-Year PFCA1.9 i) 21J
kblpji*F-r-A f S.rvh:r(fr++)-Prm emnr vRtnoml f3fi1171E
:g pir6rup 016,URM 7.0 ARA,Fffiail Of Chro-o 4 Andminn
b Portal, Pie'x amp at LO.-024 i}dO D'
mLleasr ?offib✓vk Or,add4 maf,Famrluvre
7e Qwie a.
-Lkeu6ad�y rho dumAw of d7rmli:ru4s.0r.1nb
fWCoFjc h4mrrfs, 109hewe"?.9affl dar
++ aE QVARj�5'LP(1(3&Euvia 044z%f4 t
hlag9yrtraeAf ird_9 r
1 LPT-MPS-1YR-U $181.26 $181.255 121112028 212812021
Si18SCRiPT10N (t-Year Prepaid) 2913
NobikPrint Servke(tm)-Print fmorn vidivaiy Ift€cca
any patron device vP App,Email or Oidom Ave
Web Porfai. Pick up at LPT'One Print
Release Termkats.No addftnal hardware
magrAed.
-Ltensedty tde number 0tBuildings or Job
Qkaew Engine4 wkkhsver .b groater.
++REQUIRES LPT One Envism0nWW,1 Print
mY7anage ment v4.9+
11111��111�1�11111111111111II11
Page 19 of 43
I I S I NWAREO Invoice INV US-47 01
t:•":,E Ec'Y-'mow�.)i' #..#�r•'t": `..,'T:'f •fi51;��1d4 f��d_
EnvisionWart-Inc.
2tZ rtrasriore Park vay I- Du(i:th rV,V)'j97-SA41
Re,Ftr,5 I!PGG32a5 Zs?70 wr=><<r .t1.67F;M2-6S00. 42/2020
oly Hem S11111Tn IIMtpticit Aillijuki 5tatlDffla Lmr 10Ego
1 LPF-MRSS-M-iI 1711121121
Stf,Q$I.RJPY-ICW (f-Yolt Awa0P $) SX Eesl
Iapr.W swxt"t prat huff?Vktua4 BDA 5t
a6ylJarron rfwko 114AAF4 L&W01 Gudokp
*-1b Forth PmA w if LpToym )HOM?
124 R--W 74tM"h M;F addtranaJ 4Oa Wpnp
re�rJy�y
-ikvmw Ly PAC ga'aw*I/PNmrw s ar fob
QaRim frVW4 wkrwff fs�.revw
It AEOW
Mamn�mnrt M�.A+
1 LPT-MPS-IYR-U $181.26 $181.26 127112028 22812021
SuBSCRi Pry ON (I-Year Prepaid) 9001
MobikPrint Servke(tm)-Print from vir vow Library
any patrog device via App,Emad or Custom Ln
Web Portal. Pick ap at LPTOne Print
Release 7erminais.No add.tbnaibardware
mquked.
-Lcensed fN the number orBulkAngs rr J.,b
12a*tae Engine 4 tvh bhever ie gmate r.
++REQUIRES LPTOne EwhYenWare Print
blanage meat vd.9+
1 Lip FWS4Ylt.U. $lrt.25 #1U7. 6 1?!1 loTe 71fdr�G21
S'{)�S1I�f�7llliv {t-Year f'r* Rld} b5
MrdwbAy.w# -pli??110M wfvtuai�
aty,Datroa riovit6 V.0 AM Ei&-df et ti-aieom C"d
I4 & JkJr2aJ. Prtd go 2# EPT.01W kir+t
0?0e23r N V OW14. No JdaElrrnai h.imlrare
-1H tR.oed Ly 10V RrnnJ'J7r of&tJ6."&0?JOtl
Q"4eEtJj)rnoeV ivhlOr?AVWFFgerph►f.
++Ri`t]tiiJ5 5 4P brit akgEf6nMF6! NIL
111aA4$+J�pre#v�9+
1 LPT-MPS-1YR-U $181.26 $181.26 12M2820 212$i2021
SUBSCRIPTION (t-Year Prepaid) 3816
hfobJh,print Serrke(tM)-Print from viduaiy Kimberly
any patron device via App,Email or Custoan LI r
Mb Portal, Pink up 2f LP7.One Print
Release 7ermiWs No addJtional hardware
re gaker!
-Licensed by the number ofBuildings or Job
Queue Enyine,%whkh&leris greater.
++REQUIRES LPT.One Envi fonWare Print
Managoment vd.9+
IN1J-U 6-47�Oi
Page 20 of 43
Invoice INV us01
Fn isiCln Wire,Inc.
M, }r.rr,ls rr t ank. 3y=�s f' f3tiEttt}t.:mrs tJrs 7-S2r 1 }T2020
pry Vern shl111O "tilt fnlice Arrruunt 9tnrf>.]dto r=ruit]31a
1 I,Pr-Wr3AVI }J '}1101,19 111111129 1214?0#P 92112021
,�{fB:GJYf��ION ('}�yaa�r fira�aii�
NAIA ?k :Owl sefw;e," Frkr from Vw1ry1lf S18rk I
'4OjP-J 40V7-@ tib 4J7P.€rbaw0? C1,111"
�#ipb Pdarl Pkd trr• v tpr.ayr J'r#r
-Kg*ffz*7�I RAYWA mod &iyar Js arrhvOre
.fic�,rlJ�'7Pd
-4 ansed ty ffiv Htlw;E t 01&WA3 PGs 01 JOL'
'QuUcVe EO)DiA wiP'ebswor» �a otrr.
++ftfg9A€S PW
JI{PJ7aywdrnerM
Subtotal $9,880.97
Freight $0.130
"fax $0.00
PST-CA
Only
Atrtt Paid $0.00
Total $9,1680.97
Al sales subject to the standard EO Aand Product VVhrtantypwV1de4 wM 1pur product..This dtturrent is considered accepted if written eomminicauon tothe contrary
is not rettkAd within 7 days.
EnvisionWare, Inc. Remittance Slip
To pay IV credit card please visit the C1,;9, eCOnlef Ctistomer 1972 FortWorth PublIG Library
Invoice# INV-USA7301
Make Checks PayableTa: Amount Due $%6 0.97
EnvisionWare,Inc. Amount Paid,__
2855 Premiere Parkway 1 Suite A
Duluth,GA 30097-5201
United Statea
ACH f EFT M w Bank name-SunTrva Bank Routing N=021D62053(9 digits);Account 0=552133483(B digits);SWIFT= SNFRMA Pscount name=
Egxe:7ontlLhre,Inc.FEIN:69-2424595;CRAeN:84765 5586 MOB I;9C PST:1055-8459;39 PST:2664266
f I IIIII111111�IffllMl fl�lllllf s
INVt15.47301
Page 21 of 43
Exhibit B—
EnvisionWare,Inc. End User License Agreement and Limited Warranty(EULA)
ENVISIONWARE,INC.
END USER LICENSE AGREEMENT AND LIMITED WARRANTY('EULA")
IMPORTANT;PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY BEFORE USING THE
SOFTWARE.ENVISIONWARE,INC.("ENVISIONWARE")IS WILLING TO LICENSE THE SOFTWARE TO YOU AS
THE INDIVIDUAL,THE ORGANIZATION.OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE
(REFERRED TO AS"YOU"OR"YOUR")ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF
THIS EULA.
UPON AND AS OF THE DATE ENVISIONWARE SENDS AN EMAIL TO YOU(THE"EFFECTIVE DATE"')ISSUING
CREDENTIALS TO LOG INTO ENVISIONWARE'S WEBSITE FROM WHERE THE SOFTWARE MAY BE
DOWNLOADED,YOU AGREE TO THE TERMS AND CONDITIONS OF THIS EULA.
IF YOU DO NOf AGREE TO THE TERMS AND CONDITIONS OF THIS EUI.,A,DO NOT ATTEMPT TO DOWNLOAD OR
INSTALL THE SOFTWARE,OR,IF INSTALLED,MAKE NO FURTHER USE OF THE SOFTWARE,AND NOTIFY IN
WRITING ENVISIONWAREOR THE RESELLER FROM WHOM IT WAS ACQUIRED WITHIN THIRTY(30)DAYS OF
PURCHASE,AND THE PURCHASE PRICE WILL BE REFUNDED.
4.License:The software and documentation(collectively the'Software")are owned by and are the property of
EnvisionWare or its€icensors and are protected by copyright and other intellectual property laws.Some licensors may be
express or intended beneficiaries of this EULA.Subject to all of the terms and conditions of thisAgreeneent,EnvisionWare
grants you a limited,non-exclusive,worldwide,non-transferable,non-subllcenseble license to use the Software for which
you have been issued a Product Key by EnvisionWare or an authorized distributor or reseller,but only in accordance with
(I)the documentation,(ii)the restrictions contained herein and any restrictions on the applicable invoice,and(€i€)the
number of authorized users,Portions of some Software modules are licensed from Art€fex Software,Inc.Portions of some
modules may contain MySOL connector(under the GNU GPL v2 license at httra:llwww grin.orrrflicenseslr3r71-2.0.html},
Portions of some modules may contain the MS access driver,licensed from Microsoft Corporation.Portions of some
modules may be licensed under the Microsoft Reciprocal License(MS-RL)htto.11enensource.orafficensesims-rl.Portions
of some Software modules are licensed under the Apache License,Version 2.0;you may not use these fifes except In
compliance with the Apache License The Apache License is available at h.ttullwww.agache.nr<allinenseslLICENSE-2 U.
Unless required by applicable law or agreed to in writing.software distributed tinder the Apache License is distributed on
an"AS IS"BASIS,WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND,either express or implied.See the
Apache License for the specific tariguage governing permissions and limitations under the Apache License.Portions of
some Software modules are licensed under the MIT Expat License,This EULA also incorporates the terms of the Vehrone
Pass Through Terms of Use and Payment Express End User License Agreement attached hereto,as applicable to your
purchase.This EULA also governs any future releases,revisions,or enhancements to the Software that EnvisionWare
may furnish to you.Your rights and obligations with respect to the use of this Software are as follows'
A.You may
i.use the Software on the quantity and type of computers indicated an EnvisionWare invoice.You may make that
number of copies of the Software licensed to you by Envis€onWare.
ii.make one copy of the Software for archival purposes,or copy the Software onto the hard disk of your computer
and retain the original for archival purposes,
III.use the Software on a network,provided that you have a licensed copy of the Software for each computer that
can access the Software over that network;and,
iv.make printed copies of electronic documentation for your internal use.
B.You may not
i.transfer,assign,convey,sublicense,rent or lease the Software(or any portion thereof)to another person or
entity or unlicensed division,subsidiary,or affiliate(or to anyone other than the entity named as licensee as appearing on
the software splash screen),otherthan to a successor agency,and any transfer in violation hereof shall be of no power or
effect:
rt.distribute,sell,sublicense,rent,lease or use the Software(or any portion thereof)for time sharing,hosting,
service provider or like purposes,except as expressly permitted under this Agreement
lii,reverse engineer,decompile,disassemble,modify,translate,make any allempt to discover,modify or use the
source code,underlying Ideas,algorithms,file formats or programming interfaces of the Software by any means
whatsoever(except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions),or
create derivative works from the Software(any such modifications shall automatically be owned by EnvisionWare upon
Farvislonwhra Elf LA
Page 22 of 43
2
creation);
iv,utilize any equipment,device,software,ar other means designed to circumvent or remove any form of product
key or copy protection used by EnvisionWare in cooneetion with the Software,or use the Software together with any
authorization code,product key,serial number,or other copy protection device not supplied by EnvisionWare or through
an authorized distributor or reseller;
v.use the Software to develop or facilitate development of a product which is competitive with any EnvisionWare
product offerings;
vi.post or otherwise publish electronic documentation of the Software for access outside the licensed
organization;
vii.use a previous version or copy of the Software after you have installed a replacement set or an upgraded
version and,upon upgrading the Software,all copies of the prior version must be uninstalled or rendered unusable;
viii.use a later version of the Software than is provided in the email with the login credentials except as provided
under the Software Product Warranty,unless you have purchased maintenance and update service or have otherwise
separately acquif ed the right to use such later version;
ix.remove any product identification,proprietary,copyright or other notices contained in the Software;
x.provide any product key or login information to a third party;or
xi.use the Software or product keys in any manner not expressly authorized by this EULA.
2.Thirty Day Money Back Guarantee:If you are the original licensee of the Software and are dissatisfied with it for any
reason,and if at any time during the thirty(30)day period following the Effective Date you email EnvisionWare confirming
your complete removal and deletion of the complete product and provide a signed statement to EnvisionWare attesting to
removal of all software components,then EnvisionWare will provide a full refund,subject to the provisions of the
Hardware Return Policy below.Notwithstanding the foregoing sentence,in the event sufficient funds for the performance
of this Agreement are not appropriated by you in any fiscal year covered by this Agreement,you may terminate this
Agreement by providing thirty(30)days'prior written notice,provided that you shall pay all amounts owed up to the
effective date of such termination and EnvisionWare shall be reimbursed any resulting unarnortized,reasonably incurred,
nonrecurring casts,EnvisionWare will not be reimbursed any costs amortized beyond the initial term of the Agreement.
3.Hardware Return Policy:Custom printed RFID tags,manufactured,built-to-order or custom-configured Hardware as
designated on a Quotation,such as but not limited to,kiosks or sorters,may not be returned or canceled for any reason.
Custom items include any item listed in an EnvisionWare quotation,product description or order form as being a custom
item,or any item which is modified by EnvisionWare after installation.Standard Hardware products may be accepted for
return within ninety(90)days of the date of invaiee subject to advance,written approval expressed in the form of an
EnvisionWare Return Merchandise Authorization("RMA).EnvisionWare,at its sole discretion,may grant the right to
return standard Hardware products during this return period.Any such returns are subject to a 20%restocking fee unless
EnvisionWare determines that the cause of the return is a result of an error on the part of EnvisionWare,in which case
EnvisionWare may waive all or part of the restocking fee.No Hardware product will be accepted for return forANY reason
without a Return Merchandise Authorization issued by EnvisionWare.The RMA number most be clearly displayed on any
packaging shipped to EnvisionWare.Products returned without an RMA number on the package will be refused.Any
return for any reason,whether for an authorized RMA or for warranty support must be shipped to EnvisionWare freight
prepaid.Equipment serviced under warranty will be returned freight prepaid.
4.Limited Warranty;Disclaimer:
A.Software Product Warranty:EnvisionWare warrants that the Software as distributed operate in substantial
conformity with the documentation(the"Software Product Warranty")for a period of one(1)year from the delivery of the
Software to you(the"Software Warranty Period").This is the sole warranty EnvisionWare provides for all Software
supplied by EnvisionWare,unless specifically stated otherwise in EnvisionWare's quotation.EnvisionWare does not
warrant that your use of the Software will be uninterrupted or error-free.EnvisionWare's sole liability(and your sole
remedy)in the event of a breach of this Product Warranty will be that EnvisionWare will,in EnvislonWare's sole discretion,
(A)use commercially reasonable efforts to provide you with an error correction or a work-around which corrects the
reported non-conformity or(a)if EnvisionWare determines such remedies to be impracticable within a reasonable period
of time,refund the money you paid for the Software being returner_EnvisionWare does not warrant that the Software will
meet your requirements or that operation of the-Software will be uninterrupted or that the Software will be error-free.
EnvisionWare provides Software product support through the reseller from whom you purchased the Software or directly
from EnvisionWare for a period of twelve(12)months from date of delivery of the Software.
Page 23 of 43
B.Hardware Product Warranty:EnvisionWare warrants that EnvisionWare-branded hardware as distributed will be
free from material defects(the"Hardware Product Warranty")for a period of one(1)year from the date of delivery of the
EnvisionWare-brand hardware to you(the"Hardware Warranty Period").Other Hardware components supplied to you by
EnvisionWare that are not manufactured or branded by EnvisionWare are covered by the warranties provided by the
product manufacturer.EnvisionWare shall have no obligation with respect to a warranty claim unless notified of such
claim within the applicable Software or Hardware Warranty Period.The term"delivery"in this Section 4 means,with
respect to Software,the date of invoice,and,with respect to Hardware,"delivery`means the date that the Hardware is
delivered to your facility.
C.Exclusions:The above warranties shall not apply:(i)to the extent of issues or problems if the Software or
Hardware is used with hardware or software not specified in the documentation;(ii)if any modifications are made to the
Software or Hardware by you or any third party;(iii)to defects in the Software or Hardware that are due to accident,abuse
or improper use by you or your contractors;or(iv)to any evaluation version or other Software or Hardware provided on a
no-charge or evaluation basis.Any replacement Software or Hardware will be warranted for the remainder of the original
applicable Software Warranty Period or Hardware Warranty Period.
D.Professional Services Warranty.For any Professional Services provided pursuantto Section 13 below,
EnvisionWare warrants thatthe services will be performed in a workmanlike mannor,and that if any Professional Services
are not so performed and if you notify EnvfsionWare in writing within thirty(30)days after the provision of the particular
Professional Service that the services are not performed properly,EnvisionWare will re-perform such services at no
charge to you(the"Professional Services Warranty").Your sole and exclusive remedy of any breach of this Professional
Services Warranty is for EnvisionWare to re-perform such services.
E.THE ABOVE SOFTWARE PRODUCT WARRANTY AND HARDWARE PRODUCT WARRANTY ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED,INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,AND
NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS,ALL OF WHICH ARE SPECIFICALLY DISCLAIMED.
THE SOFTWARE PRODUCT WARRANTY AND THE HARDWARE PRODUCT WARRANTY GIVE YOU SPECIFIC
LEGAL RIGHTS.YOU MAY HAVE OTHER RIGHTS,WHICH VARY FROM STATE TO STATE AND COUNTRY TO
COUNTRY.
F.EnvisionWare uses virus protection scanning software to scan the Software priorto installation and to the best of
EnvisionWare's knowledge as of the installation date,the Software,when installed,does not contain or otherwise
introduce any computer virus or any harmful or destructive code which could damage or harm your computers;however,
EnvisionWare cannot guarantee that benign or harmful viruses or other malware will not enter your computers or systems.
5.Personal Information:
A.In the event that your(or your users')use of the Software currently or in the future involvos the transmitting,
uploading,downloading,storage,management,manipulation or other use of personal information(as defined by the
Gramm-Leach-Bliley Act,Payment Card Industry Security Standards Council or other applicable standards or rules
relating to electronic transaction processing and personal information,such information referred to herein as'Personal
Information"),you agree to the following provisions.
f.You shall maintain as confidential any Personal Information.
ii.You covenant that you have,as of the I nstallation Date become and currently are PCI and HIPAA(as applicable)
compliant and shall maintain compliance and/or certification under the PCI(Payment Card Industry),PCI-DSS,HIPAA
and other relevant and applicable standards relating to electronic transaction processing and personal healthcare
information existing as of the Effective Date and as promulgated thereafter.
III.if you are do-certified,have your compliance proof expire or are threatened with de-certification,you shall notify
EnvisionWare in writing within ten(10)days of such de-certification or threat thereof.
B.EnvisionWare shall use commercially reasonable technical,organizational,and administrative data security
measures designed to maintain the security and confidentiality of your Personal Information entered into the Software,but
EnvisionWare is not liable forthe confidentiality of any Personal Information in the event of unauthorized access,theft or
use of such Personal Information,either by you,your users,or by third parties who access such Personal Information
through your systems or unauthorized use of your login credentials,other than to the extent due to the negligence of
EnvisionWare or its representatives;agents,orcontractors,in breach of EnvisionWare's obligations underthis
Agreement.
C.EnvfsfonWare acknowledges that you may be required to periodically demonstrate to third parties your compliance
and that of your applicable vendors with the PCI-DSS standards(Payment Card Industry Data Security Standard)of all
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4
the system components used to process,store ortransmit"PCI cardholder data"(as thattarm Is defined by PCI-DSS),
and any other component that resides on the same network segment that those system components,hereafter known as
"System Components in Scope."Some of those system components andfor processes have been outsourced to
EnvisionWare's service providers(e.g.,Verifone,Payment Express,Chase E-xact,SecurePay,or the like)("Service
Providers"),Those portions of the system hardware and software developed by EnvisionWare are out of scope for PGI
compliance since no PCI cardholder data passes through any EnvisionWare-developed component.Accordingly,
EnvisionWare is not required to be PCI compliant Atl System Components in Scope are provided by Service Providers
Service Providers will achieve and maintain PCI DSS compliance against the current version of PCI DSS published on the
PCI SSG(PCI Security Standards Council)website,EnvisionWare's Service Providers with System Components in
Scope have represented to FnvistonWare that they are compliant.As evidence or compliance,Service Providers will
provide,when requested,a current attestation of compliance('AOC")signed by a PCI QSA(Qualified Security Assessor).
AOCs are available for download from EnvisionWanws Customer Center on EnvisionWare's website at
supnort.envlsionware cam.Service Providers have represented to EnvisionWare,that they will create and maintain
reasonably detailed,complete and accurate documentation describing the systems,processes,network segments,
security controls,and dataflow used to receive,transmit,store and secure Customer's PCI cardholder data.Such
documentation will conform to the most current version of PCE DSS Service Providers have represented to EnvisionWare
that they will,upon written request by you,make such documentation and the individuals responsible for implementing,
maintaining and monitoring those system components and processes available to:a)QSAs,forensic investigators,
consultants or attorneys retained by you to facilitate audit and review of your PCi-MS compliance and b)your IT Audit
Staff.
EnvisionWare maintains protective coverage for PCI breach protection in the United States in the amount at$100,000.00
per breach incident(not per individual affected).which will cover the costs of responding to a breach or a suspected
breach caused by the eGommerce system.
Li. i he obligations of the parties under this Section 5 shall survive any expiration or termination of this EULA.
G.Data:
A.CUSTOMER DATA.In connection with the Software and any related hardware or services provided by
EnvisionWare,EnvisionWare may collect and maintain data and information provided by you,your patrons and users
(collectively,"Customer Data").As between EnvisionWare and you,all Customer Data shall be and remain owned by you
and be your property.EnvisionWare shalt maintain the aspects of all Customer Data that identify an individual as
confidential All third parties authorized by EnvisionWare which may have access to the Customer Data shall be under
obligations of confidentiality to maintain the Customer Data as confidential.
B.USE OF CUSTOMER DATA.EnvisionWare shall have the right to use Customer Data in connection with
EnvisionWare's business,provided that such data shall be Anonymized or aggregated such that Personal Information has
been de-identified so that one could riot link anonymized information back to a specific Individual("Anonymized Data").
"Anonymize"means to either(1)irreversibly process Personal Information in such a way that the data can no longer be
attributed to a specific individual,or(2)to process such information in such a way thatthe data can no longer be attributed
to a specific individual without the use of additional information,and where such additional information m kept separate
and under adequate security to prevent unauthorized re-idantifcation of a specific individual.All such Anonymized Data
shall be the sole property of EnvisionWare.EnvisionWare may use,disseminate,share,or transfer the Anonymized Data
or any portion thereof In any way EnvisionWare chooses.
C ENVISIOEVWARE DATA EnvisionWare may also collect data and information in connection with the service that
FrlvistonWam provides generally(but not including Customer Data)through its services('EnvisionWare Data").You
acknowledge and consent that the Software may communicate(e.g.,via an outbound or Inbound call using SSL)with
EnvlstonWare's servers(which may be hosted by a third party service provider)and support personnel,or vice versa,to
communicate diagnostic,event logs,support,licensing,compliance,and other information(which is included in the
definition of EnvisionWare Data).Some communication may be done automatically by the Software without your needing
to be involved,other communication may be at your initiation(e g.,uploading logs)or initiated by EnvisionWare.Alt such
ErivistortWere Data shall be the sale property of EnvisionWare.
7.Confidential Information:Each party agrees that all code,inventions,know,how,business,technical and financial
information it obtains("Receiving Party")from the disclosing patty("Disclosing Party")constitute the confidential property
of the Disclosing Party("Confidential information"),provided that it is identified as confidential at the time of disclosure or
should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information
disclosed and the circumstances surrounding the disclosure.Any software,documentation of technical information
provided by EnvisionWare(or its agents),performance information relating to the Software,and the terms of this
Page 25 of 43
5
Agreement shall be deemed Confidential Information of EnvisionWare without any marking or further designation except
as such disclosure is required by FOIA requirements.Except as expressly authorized herein,the Receiving Party will hold
in confidence and not use or disclose any Confidential Information.The Receiving Party's nondisclosure obligation shall
not apply to information which the Receiving Perry can document:(a)was rightfully in its possession or known to it poorto
receipt of the Confidential Information;(b)is or has become public knowledge through no fault of the Receiving Party;(c)
is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;(d)is
independently developed by employees of the Receiving Party who had no access to such information;or(e)is required
to be disclosed pursuant to a regulation,law or court order(but only to the minimum extent required to comply with such
regulation or order and with advance notice to the Disclosing Party).The Receiving Party acknowledges that disclosure of
Confidential information would cause substantial harm for which damages alone would not be a sufficient remedy,and
therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate
equitable relief in addition to whatever other remedies it might have at law.The obligations under this Section 7 shall,with
respect to Confidential Information,continue for a period of two(2)years after disclosure and,with respect to any
information considered by and treated as a trade secret by the Disclosing Party,continue until the trade secret status has
been lost.
8.Indemnification:
A.Infringement.Subject to yourcompliance with the terms of this EULA,EnvisionWare shall indemnify and hold
harmless you and your officers,directors,employees and agents from and against all third party claims,to the extent such
claim alleges that the Software(in each case as provided by EnvisionWare)infringes any copyright,U.S.patent right,
trade secret right,or other intellectual property right provided,however,that you must comply with the following terms:
EnvisionWare must have received from you:(i)prompt written notice of such claim(but in any event notice in sufficient
time for EnvisionWare to respond without prejudice);(ii)the exclusive rightto control and direct the investigation,defense,
and settlement(if applicable)of such claim;and(ill)all reasonable necessary cooperation by you.In the event that the
Software is,or in EnvisionWare's sole opinion is likely to be,enjoined or subject to a claim due to the type of infringement
described in this Section 8,EnvisionWare,at its option and expense,may(a)replace the Software with functionally
equivalent non-infringing Software or(b)obtain a license for your continued use of the Software,or,If the foregoing
alternatives are not reasonably available to EnvisionWare(c)terminate this EULA and refund a pro rata amount,as
determined by EnvisionWare,of the purchase price of the Software and Hardware.Notwithstanding the above,
EnvisionWare shall have no liability forany infringement claim which:(i)pertains to any Software that has boon altered or
modified without EnvisionWare's priorwritten approval;(ii)is based on use ofthe Software In conjunction with any item not
provided by EnvisionWare,unless such use is shown to constitute the infringement when not used in conjunction with the
item not provided by EnvisionWare;(iii)pertains to any unauthorized use of tho Software;(iv)pertains to an unsupported
release of the Software;or,(v)pertains to any Open Source Software or othorthird party code provided with the Software.
THIS SECTION 8 SETS FORTH ENVISIONWARE'S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY
WITH RESPECT TO ANY CLAIM OF INTELLECTUAL.PROPERTY INFRINGEMENT.
B.EnvisionWare shall indemnify,defend and hold you harmless from any losses(including,but not limited to,
damage awards,reasonable attorneys'fees and casts,cost of notification,remediation,and penalties)you incur due to
any third party claim oraction directly resulting from any Data Breach ofyour(or your patrons')Personal Informationto the
extentthat such losses are due to the direct act or omission of EnvisionWare or its representatives,agents,or contractors.
This Section 8B shall apply only for se long as you are under a written annual support agreement with EnvisionWare(for
which you have fully paid)for the Software and applies only to the Software covered by such support agreement.
Furthermore,if you allow such support agreement to expire and subsequently purchase a support agreement,the
obligations under Section 8B shall notappiy to any third party claims arising from of during the period forwhich no support
agreementwas active.9.Limitation of Liability:SOME STATES AND COUNTRIES,INCLUDING MEMBER
COUNTRIES OF THE EUROPEAN ECONOMIC AREA,DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE LIMITATION OR EXCLUSION BELOW MAY
NOT APPLY TO YOU.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF
WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE,IN NO EVENT WILL
ENVISIONWARE OR ITS LICENSORS BE LIABLE TO YOU FOR ANY LOSS OF USE,LOST DATA,FAILURE OF
SECURITY MECHANISMS(OTHER THAN THOSE CONTAINED IN THE SOFTWARE),INTERRUPTION OF
BUSINESS OR ANY SPECIAL,CONSEQUENTIAL,INDIRECT,PUNITIVE,EXEMPLARY OR SIMILAR DAMAGES,
INCLUDING ANY LOST PROFITS ARISI NG OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR
HARDWARE,EVEN IF ENVISIONWARE HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES,IN NO
CASE SHALL ENVISIONWARE'S OR ITS LICENSORS'TOTAL LIABILITY(A)FOR ANY PRODUCTS COVERED
UNDER THIS EULA,EXCEED THE PURCHASE PRICE FOR THE SOFTWARE AND HARDWARE OR(B)FOR ANY
PROFESSIONAL SERVICES,EXCEED THE FEES PAID BY YOU FOR THE PROFESSIONAL SERVICES DURING
THE TWELVE(12)MONTHS IMMEDIATELY PRIOR TO THE EVENT WHICH DIRECTLY CAUSED THE DAMAGES
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6
ALLEGED.The disclaimers and limitations set forth above in this Section 9 will apply regardless or whether or not you
accept the Software or Hardware or Professional Services.The parties agree that the limitations specified in this Section
9 will survive any expiration or termination of this EULA and apply even if any limited remedy specified in this EULA is
found to have failed of its essential purpose.
10.U.S.Government Restricted Rights:RESTRICTED RIGHTS LEGEND.All EnvisionWare Software and
documentation are commercial in nature.The Software and documentation are"Commercial Items",as that term is
defined in 48 C.F.R.section 2,101,consisting of"Commercial Computer Software"and"Commercial Computer Software
Documentation",as such terms are defined in 48 C.F.R.section 252.227-7014(a)(5)and 48 C.F.R.section
252.227-7014(a)(1),and used in 48 C.F.R.section 12.212 and 48 C.F.R.section 227.7202,as applicable.Consistentwith
48 CF_R.section 12.212,48 C.F.R_section 252.227-7015,48 C.F.R.section 27.7202 through 227.72024,48 C.F.R.
section 52.22744,and other relevant sections of the Code of Federal Regulations,as applicable.EnvisionWare's
computer Software and software documentation are licensed to United States Government end users with only those
rights as granted to all other end users,according to the terms and conditions contained in this EULA.The manufacturer
is EnvisionWare,Inc.,2855 Premiere Parkway,Suite A,Duluth,Georgia 30097-5201 USA.
14.Export Compliance:You acknowledge that the Software is subject to export restrictions by the United States
government and import restrictions by certain foreign governments.You shall not,and shall not allow any third-party hired
or under contract by you,to,remove or export from the United States or allow the export or re-export of any part of the
Software or any direct product thereof:(i)into(or to a national or resident of)any embargoed or terrorist supporting
country;(ii)to anyone on the U.S.Commerce Department's Table of Denial Orders or U.S.Treasury Department's list of
Specially Designated Nationals;(M)to any country to which such expot or re-export is restricted or prohibited,or as to
which the United States government or any agency thereof requires an export license or other governmental approval at
the time of export or re-export without first obtaining such license or approval;or(iv)otherwise in violation of any export or
import restrictions,laws or regulations of any United States or foreign agency or authority.
12.Third-Party Code: I he Software may contain or be provided with components subject to the terms and conditions of
"open source"orfreeware software licenses("Open Source Software'),Licenses for open source are identified in Section
1.To the extent required by the license that accompanies the Open Source Software,the terms of such license will apply
in lieu of the terms of this EULA with respect to such Open Source Software,including,without limitation,any provisions
governing access to source code,modification or reverse engineering.
13.Professional Services:Upon request and agreement between the parties,EnvisionWare may provide consulting,
training,installation,development,customization,report creation or other services{"Professional Services'').You may
order Professional Services under a Statement of Work("SOW")describing the work to be performed,fees and any
applicable milestones,dependencies and other technical specifications or related information.Each SOW must be signed
by both parties before EnvisionWare shall commence work under such SOW.If the parties do not execute a separate
SOW,the Services shall be provided as stated on the invoice.You will reimburse EnvisionWare for reasonable travel and
lodging expenses as incurred.EnvislonWare shall be deemed the sole owner of any work product created and
deliverables(including any documentation,code,Software,training materials or other work product)(collectively referred
to as the"Deliverables")delivered pursuant to the Professional Services,whether created solely by EnvisionWare or
jointly with you or your contractors_Subject to your full payment of any and all fees pursuant to the applicable SOW.
EnvisionWare grants to you the limited,nontransferable right to use any Deliverables delivered as part of the Professional
Services solely in connection with your permitted use of the Software,subject to all the same terms and conditions as
apply to your Software license(including the restrictions set forth in Section 18),and subject to any additional terms and
conditions provided with the Doliverables.EmvisionWare provides the Professional Services Warranty as stated in Section
4D above,
14.General:This FULA is the entire agreement between you and EnvisionWare relating to the license and use of the
Software and Hardware,and relating to the Professional Services.This EULA supersedes all prior EnvisionWare end user
license agreements for the Software and for any Professional Services.EnvisionWare may terminate this EULA upon
your breach of any term contained herein.Upon termination,you shall cease use of,uninstall or render inoperable,and
delete destroy all copies of the Software.The disclaimers of warranties and damages and limitations on liability shall
survive termination.No provision of any purchase order or other business form employed by you will supersede the terms
and conditions of this FULA,and any such document relating to this FULA shall be for administrative purposes only and
shall have no legal effect.The parties to this EULA are independent contractors with respect to one another.There is no
relationship of partnership,joint venture,employment,franchise or agency created hereby between the parties.Neither
party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior
written consent.This document may not be changed.I n the event of any conflict with local law,the sole method for
changes to EULA language are the incorporation of overriding text in an Agreement or a separate EULA Amendment.
15,Governing Law;Jurisdiction and Venue.This Agreement shall be governed by the laws ofthe State of Georgia and
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the United States without regard to conflicts of laws provisions thereof,and without regard to the United Nations
Convention on tho International Sale of Goods of the Uniform Computerinformafion Transactions Act,as currently
enacted by any jurisdiction or as maybe codified or amended from time to time by any jurisdiction.
16.Software Escrow:At your request,EnvisionWare is willing to setup and maintain the Software with EnvisionWare's
independent U.S.escrow agent and make ongoing escrow deposits for significant updates.You would be responsible for
additonaf fees for this service.Please contact EnvisionWare to for more information and pricing.
17.Insurance:EnvisionWare will,upon your request,provide you with a certificate of insurance showing that it carries or
has in force each of the following types of insurance:general liability-41,000,000 peroccurrence and$1,000,000 general
aggregate;professional liability--$1,000,000 per occurrence or claim and$1,000,000 aggregate;and cyber(aka
electronic elo)-$1,000,000 per occurrence or claim and$1,000,000 aggregate.If EnvisionWare does on-site installation
or training,it will carry workers'compensation insurance that provides statutorily required workers compensation
coverage and employers'liability insurance with limits of$500,000 per accident,$500,000 disease-each employee,
$500,000 disease-policy limit.EnvisionWare's insurance is primary.EnvisionWare is responsible for the payment of any
deductibles or self-insured retentions.You will receive thirty(30)days'notice of cancellation.
18.Purchase in Australia.If you purchase Software,Hardware orservices from EnvisionWare Pty Ltd or its partners,the
laws of South Australia,Australia govern all warranty and service claims.EnvisionWare Pty Ltd is authorized to convey
and effect all of the rights expressed in this EULA for its direct and indirect customers.
19.Contact Us.Should you have any questions concerning this EULA,or if you desire to contact EnvisionWare for any
reason,please email infu@envisionware.com or write to;EnvisionWare,Inc.,2855 Premiere Parkway,Suite A,Duluth,
Georgia 30097-5201 USA,unless you purchase from an Asia Pacific country in which case,please write EnvisionWare
Pty Ltd,258 Payneham Road,Payneham,SA 5070 Australia.
Revised May 2019 OO 2002-2019 EnvisionWare,Inc.All Rights Reserved.
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a
THE FOLLOWING PASS-THROUGH TERMS OF USE APPLY TO THE PAYMENT GATEWAY FUNCTION ONLY WHERE
PURCHASED BY CUSTOMERS IN THE UNITED STATES ONLY.ENVISIONWARE HAS NO ABILITY TO REVISE THIS PAYMENT
GATEWAY EULA,
VERIFONE PAYMENT GATEWAY TERMS OF USE
Solely for the purposes of the following Verifone Terms of Use,the following terms shall have their associated meanings."Agreemenif
means the Veriforte Terms of Use."BPP"means Verifones Buyer Protection Program."Covered Territory"means your location(s).
"Customer Agreement"means the EULA."Payment Gateway'means Vedtone's transaction gateway portal which provides transaction
routing,online reporting and other tools made available by the portal."Point Solution"and"Rental Devices"mean the Point Solution
hardware and Software manufactured or provided by Verifone and offered by EnvisionWare under the EULA."Reseller"means
EnvisionWafe."Software"means the software accompanying the Point Solutions Rental Devices."Veritone"means VeriFone,Inc.
VERIFONE PASS THROUGH TERMS OF USE
1. The following are Verifori&s Pass Through Terms of Use for its Point Solution Rental Device hardware and Software.
2, Each Verifone payment device used with the Point Solution is subject to an initial service term of 36 months(the"Initial Service
Term").Subject to the terms of the Customer Agreement,with respect to a particular Verifone payment device,Verifone shall provide the
Point Solution to customer for a service term commencing(A)for Rental Devices(or any other payment devices shipped directly by
Verifone),on the date such devices are shipped by Verfone,or(B)for any other payment devices,nn the date on which such device is
activated on the Payment Gateway,and in any case ending on the earliest of(i)the date on which Reseller removes such device from
the Payment Gateway,(2)upon Verifone's ceasing to provide the PointSolutioh for a payment device,which Verifone shall have the
right to do on thirty days'notice to customer following the Initial Service Term for such device,and(3)termination of customer's right to
use the Point Solution by Reseller due to breach by customer of the Customer Agreement(the"Service Term").In addition,in the event
Verifone's separate agreementwith Reseller terminates or Verifone ceases to offer the Point 3010ort to its customers generally,
VoTifohe reserves the right to terminate the Service Terms for any or all Verifone payment devices.Upon the termination of the Service
Term for a particular Verifone payment device,customer shall cease using the Point Solution for such paymentdevice.In the event that
a customer desires to end the Service Term for a payment device,the customer most request that Reseller remove the applicable device
from the Payment Gateway on its behal;Verifone will not be responsible for removing a payment device from the Payment Gateway
provided that,notwithstanding customer's earlier request,the Service Term will end on the day Reseller actually removes the device
from the Payment Gateway.
3_ Subject to the terms of this Agreement and customer's payment of the applicable fees,Verifone hereby grants to customer a
limited,non-exclusive,non-transferable,non-sub-licensable right and license,in the Covered Territory during the Service Term for each
payment device,to access and use the Point Solution subscribed to hereunder solely for customer's Internal business purposes.
Notwithstanding the foregoing,Reseller will be responsible for managing and monitoring customer's payment devices on customer's
behalf,including with respect to the installation of payment applications and key loading,and customerwill not be able to directly
manage or monitor its payment devices via the Payment Gateway portal.Verifone may modify the Point Solution from time to time in its
reasonable discretion,provided that such modifications shall not materially diminish the functi0haflty thereof.It Reseller fails to pay
Verifone forservices rendered In accordancewith its agreementwifh Verlfone,Verifone reserves the right to withhold customer's access
to the Point Solution until such fees are paid in full,and Verifone shall not have any liability to customer forany amounts paid t0 Reseller
and not received by Verifone for such services.
4. Customer shall have no right to market,distribute,sell,assign,pledge,sublicense,lease,deliver or otherwise transfer the Point
Solution,or any component thereof,Including without limitation the Software,to any third party.Customer shall not reverse engineer,
dccompile,disassemble,translate,modify,after or create any derivativo works based upon the Software,or determine or attempt to
determine any source code,algorithms,methods or techniques embodied in the Software,without the prior express written consent of
Verifone.Customer shall not remove from the Rental Devices or the Software,or alter,any of trademarks,trade names,logos,patent or
copyright notices,or other notices or markings,or add any other notices or markings to the Rental Devices or the Software,without the
prior express written consent of Verifone.
5. Customer acknowlodges that the Point Solution(including any related documentation)and any Intellectual property rights relating
to or residing therein(including any patents,copyrights,trade secrets,trademarks,trade names or mask work rights);including the
proprietary electronics,software ancitechnical information of Verifone therein,are proprietary products of Verifone and that ownership of
such shall remain with and inure to Verifone.Exceptfor the license rights set forth in this clause 5,customer shall have no right,title or
interest therein.
6. Customer grants VeriFone a limited,non-exclusive and irrevocable license during and after the term of this Agreement to follow
customer's activity inside of the Point Solution components and to use,share,and disseminate data from customer's activity(including
its transactions)on an aggregate and anonymous basis Only(such data,"Derived Data"),Including for purposes of data analytics and
optimizing or otherwise enhancing its products and services.VeriFone will comply with all applicable laws with respect to any use,
sharing and dissemination of Derived Data.This clause S shall survive any expiration or termination of this Agreement.
7. VERIFONE DISCLAIMS ALL WARRANTIES,EXPRESS.IMPLIED OR STATUTORY,WITH RESPECT TO THE POINT
SOLUTION,INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.VERIFONE DOES NOT WARRANT THAT THE
POINT SOLUTION,OR ANY COMPONENT THEREOF,WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE
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13
OPERATION OF THE POINT SOLUTION,OR ANY COMPONENT THEREOF,WILL BE UNINTERRUPTED OR ENTIRELY ERROR
FREE.CUSTOMER ACKNOWLEDGES THAT UNDER NO CIRCUMSTANCES DOES VERIFONE REPRESENT OR WARRANT
THATALL ERRORS IN ANY SOFTWARE CAN BE REMEDIED.NO ADVICE OR INFORMATION OBTAINED BY CUSTOMER FROM
VERIFONE OR FROM ANY OTHER THIRD PARTY ABOUT THE POINT SOLUTION SHALL CREATE ANY WARRANTY.
0. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE CUSTOMER AGREEMENT:EXCEPT TO THE
EXTENT PROHIBITED BYLAW.(A)VERIFONE SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR
SPECIAL,INCIDENTAL,INDIRECT,EXEMPLARY,OR CONSEQUENTIAL DAMAGES(INCLUDING,BUT NOT LIMITED TO,LOSS
OF USE,LOSS OF BUSINESS,LOSS OF PROFITS OR REVENUE,GOODWILL OR SAVINGS,DOWNTIME,OR DAMAGE TO,
LOSS OF OR REPLACEMENT OF DATA OR TRANSACTIONS,COST OF PROCUREMENT OF SUBSTITUTE SERVICES)
RELATING IN ANY MANNER TO THE POINT SOLUTION(WHETHER ARISING FROM CLAIMS BASED IN WARRANTY,
CONTRACT,TORT OR OTHERWISE),EVEN IF VERIFONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR
DAMAGE;(B)IN ANY CASE,VERIFONL'S ENTIRE LIABILITY RELATING IN ANY MANNER TOTHISAGREEMENNT OR THE POINT
SOLUTION,REGARDLESS OFTHE FORM OR NATURE OF THE CLAIM,SHALL BE LIMITED IN THE AGGREGATE TO THE FEES
ACTUALLY RECEIVED BY VERIFONE FROM RESELLER FOR CUSTOMER FOR THE POINT SOLUTION UNDER THE
CUSTOMER AGREEMENT DURING THE SIX(6)MONTHS PRIOR TO THE CLAIM ARISING;AND(C)VERIFONE SHALL NOT BE
LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE POINT SOLUTION.THE LIMITATIONS ON VERIFONE'S
LIABILITY SET FORTH IN CLAUSES"(By'AND"(C)"OF THIS SECTION SHALL NOT APPLY TO LIABILITY FOR DEATH,
PERSONAL INJURY OF A PHYSICAL NATURE OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY VERIFONE'S NEGLIGENCE
OR INTENTIONAL MISCONDUCT.THE LIMITATIONS CONTAINED IN CLAUSE 7 ABOVE AND THIS CLAUSE 8 AREA
FUNDAMENTAL PART OF THE BASIS OF VERIFONE'S BARGAIN HEREUNDER,AND VERIFONE WOULD NOT PROVIDE THE
POINT SOLUTION TO CUSTOMER ABSENT SUCH LIMITATIONS
9. Customer shall comply with all applicable laws,rules,and regulations in connection withthis Agreement,including,but not limited
to,export control Paws and anti-corruption and anti-bribery laws,rules,and regulations.Customer agrees that If Verifone reasonably
believes that customer Is In breach of this clause 9,that alone shall be sufficient grounds for further action by Veriforte,including,without
limitation,cancellation of any orders or denial of future business,without any liability or obligation to customer.In addition,customer
hereby indemnifies Verifone and its affiliates,directors,officers and employees for all costs,expenses,damages,claims,charges,
penalties,fines and other losses that arise in connection with any breach by customer or customer subsidiaries,owners,officers,
directors,employees,partners,subcontractors,agents and representatives ofthe terms and conditions contained in this clause 9.
10. VERWONE SHALL BE A THIRD-PARTY BENEFICIARY OF THIS AGREEMENT,WITH THE RIGHT TO ENFORCE THE TERMS
HEREOF AGAINST CUSTOMER WITH RESPECT TO THE POINT SOLUTION.
if. In the case of any customer agreements that include Rental Devices;
A. Verifone Property.The Rental Devices shall remain the proporty of Verifone.Customer shall have no right,title or tntstest
therein except as a lessee under this Agreement Customer shall keep all Rental Devices free and clear from all liens,Including any
direct or indirect charge,encumbrance,lien,security interest legal process or claim against the Rental Devices.Customer may not
assign,hypothecate,sublet,sell,transfer,permit the sale of or part with possession of all or any of the Rental Devices or interest in the
Customer Agreement,without Veritone's prior written consent It customer falls to pay any undisputed fees when due,and fails to cure
such failure within ten(10)business days of written notice thereof,Verifone may,at any time thereafter enter,with or without legal
process,any premises where any Rental Device may be,and repossess and remove such Rental Device.Customer hereby waives any
claim of trespass or right of action for damages by reason of such entry and repossession.In addition,customer shall pay to Verifone
any actual additional expenses incurred by Verifone in collection efforts.
B. Upgrades.Customer may,commencing on the one year anniversary of the start of the Service Term for a Rental Device,
upgrade to a different Rental Device(in which event customer may be subject to an increase in fees based on the new Rental Device
subscription fee).For such upgrades,customer shall be required to commit to a new Initial Service Term for such Rental Device and
shall be required to return the old Rental Device in accordance with clause(d)below.
C. Loss and Damage.Subject to Verifone's obligation to provide the Services,customer assumes and shall bear the entire risk
of loss or damage to the Rental Devices from any use whatsoever from the date of delivery of the Rental Devices to the customer site,
until such Rental Devices are returned to Verifone.NO loss or damage shall relieve customer from the obligation to make payments
hereunder or to comply with any other obligation under the Customer Agreement.In the event of a loss of a Rental Device(but not
damage),customer shall Immediately notify Reseller thereof.With respectto any lost Rental Device,customer shelf be obligated to tray
Reselter the Nan-Return Fee applicable to such Rental Device.Subject to Verifone's receipt of such Non-Return Fee from Reseller,
Verifone shall ship customer a new or refurbished replacement Rental Device.At all times payments for the Point Solution for such
Rental Device shall continue in effect.
D. Return at End W Service Term.At the end of the Service Term for a Rental Device,customer shall return such Rental Device
to Reseller or Verifone,as directed by Reseller.Whon returning a Rental Device to Verifone a Material Return Authorization number is
required.If a Rental Device is not returned to Verifone within thirty(30)days of the end of its Service Term,customer shall be obligated
to pay Reseller the Non-Refum Fee for such Rental Device.If,upon return of the Rental Device,Verifone determines that the Rental
Device requires repair that is not covered by the BPP or Repair Services(e.g.,"Out of Scope"or"Limitations"),customer shall be
required to pay Reseller for such services at Verifone's standard fees.
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THE FOLLOWING END USER LICENSE APPLIES TO PAYMENT EXPRESS ONLY WHERE PURCHASED BY CUSTOMERS IN
CANADA and IRELAND ONLY.ENVISIONWARE HAS NO ABILITY TO REVISE THIS PAYMENT EXPRESS EULA.
PAYMENT EXPRESS,INC.END USER LICENSE AGREEMENT(EULA)
This PAYMENT EXPRESS END USER LICENSE AGREEMENT(this"Agreement')is made as of the Effective Date(the date
Customer signs this Agreement),by and between PAYMENT EXPRESS INC.,a California corporation("PX"),and the party set
forth on the signature page hereto("Customer's.
I. Definitions and Interpretation
1.1 Definitions: In this Agreement,unless the context indicates otherwise:
°Aequlrer"means a bank or any financial institution or a card Issuer of financial or non-financial transactions which receives and
transmits Transactions via Payment Express;
"Agreement"means this AgreemeM and any attachments that maybe agreed between the parties,as each maybe amended in
writing from time to time,
"Business Day"means any day of the week except Saturday.Sunday or a day on which banks are authorized or required to be
closed in California;
"Chargeback"means the procedure by which a sales record or other indicia of a card transaction(or disputed portion thereof)is
denied or returned to Bank or the card issuer after it was entered into the approprtate settlement network for payment,in
accordance with the rules of Visa,MasterCard or a similar card association('Rules"),for failing to comply with the Rules,including,
without limitation by reason of cardholder disputes,the liability for which is Customer's responsibility and Customer agrees to pay.
"Confidential Information'means,in relation to either party,any Information:
a) relating to the terms of this Agreement;
b) :elating directly or indirectly to research or development by,accounting for,or the marketing of,the business of:hat
party or its suppliers or customers;
c) disclosed by that party to the other party on the express basis that such information is confidential;or
d) which might reasonably be expected by the other party to be confidential in nature,
"Customer"means the customer specified on the first page of this Agreement and where applicable includes its employees,
contractors and agents.
"Documentation"means any user,training or system manuals for Payment Express(whether in printed or electronic form)which
describes and provides guidance on the use of Payment Express(or any aspect of Payment Express),
"Goods"means electronic devices produced by PX or sold by PX to Customer,Re-seller,or a third party;
"Intellectual Property"means registered and unregistered trade marks(including logos and trade files),domain names,
copyright,patents,petty patents,Wi ty models,registered and unregistered designs,circuit layouts,rights in computer software,
databases and lists,Confidential Information,software(whether in object code or source code),and all other rights anywhere in the
world resulting from intellectual activity;
"Payment Express"means the Payment Express solution provided by PX for the transmission of data relating to Payment
Express Supported Transactions between a Customer and an Acquirer,incorporating the Software and including access(via the
internet)to the Payment Express Host;
"Payment Express Host"means the PX host server known as Payment Express Host to which Customer may be connected
using the Software and which is in turn[Inked to an Acquirer to enable Payment Express Supported Transactions to be processed
in real time;
"Payment Express Supported Transactions"means transactions from Customers:
a) accepting payment for goods and services by means of credit card,debit card,prepaid card,giftcard or any other means
of payment which PX agrees to support through Payment Express from time to time;
b) accepting loyalty cards,rewards cards,points cards,discount cards or club cards;or
c) providing services in relation to the sale and use of any of the cards referred to in paragraphs(a)and(b)above Including
the issue of such cards and the crediting or debiting of value to such cards;
"Payment Manager"means Payment Express Merchant Portal which Customerts able to access by logging onto the PX Website
with an assigned username and password;
"PCi Standards"means the Payment Card industry standards,requirements and guidelines issued by the Payment Card
Industry Data Security Council from time to time including the Payment Card Industry Data Security Standard PIN Entry Device
requirements and guidelines,and the Payment Application Data Security Standard;
'Permitted Use"means the transmission to,and receipt from,an Acquirer of data relating to Payment Express Supported
Transactions and expressly excludes,without limitation,use for the processing of transactions of,or forthe benefit of,any person
other than Customer,
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"Reseller"means the party with whom Customer has entered into an agreement for the purchase of a license to Payment
Express;
"Reseller Agreement"means the agreement between the Customer and the Reseller;
"PX"means Payment Express Inc.,a corporation duly formed In California with offices in Los Angeles,California.
PX Logo means the PX logo supplied(in electronic format)by PX to Customer(as may be updated from time to time by PX);
'PX Website"means the website maintained by PX and accessible by Customer for viewing transactions,data entry,refunding,
report generating and other features related to Transactions;
"Software"means the software and other related PX products which:
a) form part of Payment Express;and
b) is owned or licensed by or developed by,or on behalf of,PX and supplied to Customer,including all upgrades,updates,
alterations and modifications and other changes to such software by or on behalf of PX from time to time,but excluding
any third party software and firmware forming part of,or supplied with,the Payment Express solution;
'Transaction"means a message pair consisting of a message relating to a Payment Express Supported Transaction transmitted
by Customerto an Acquirer through Payment Express and a response to that message from the Acquirer to Customer through
Payment Express;
"Tokenized Data"means data forwhich PX has substituted a sensitive data element with a non-sensitive equivalent that has no
extrinsic or exploitable meaning or value.
1.2 Interpretation:In this Agreement,unless the context indicates otherwise:
a) the singular Includes the plural and vice versa;
b) clause and other headings are for ease of reference only and will not affect this Agreement's interpretation;
c) the term"Includes`or"including"(or any similar expression)Is deemed to be followed by the words wltPtout limitation;
d) references to a"person"include an Individual,company,corporation,partnership,firm,joint venture,association,trust,
unincorporated body of persons,governmental or other regulatory body,authority or entity,in each case whether or not
having a separate legal identity;
e) any obligation not to do anything includes an obligation not to suffer,permit or cause that thing to be done;and
t) in the event of any Inconsistency between the terms this Agreement and the terms of the Reseller Agreement the terms
of this Agreement will corrtrol.
2.Term
2.1 Term:This Agreement commences on the Effective Date and will continue until terrninated under Clause 3(the'Term').
3.Customer Responsibilities
Customer represents and agrees that it
3.1 Power and Authority:that it has full power and authority necessary to validly enter into and perform all Its obligations
under this Agreement
3,2 Requirements:to comply with the other party's reasonable security,confidentiality and operational requirements of which
It has been given reasonable notice
3.3 Suitability:has made,and will continue to make,Its own assessment ofthe suitability,adequacy,compatibility and
appropriateness of Payment Express for its purposes,
3.4 Comply with Instructions:will complywith PX's restrictions,instructions and Documentation in relation tothe use of Payment
Express,including those setout in this Agreement;
3.f Use by Others:will ensure that only authorized persons use Payment Express and that Payment Express is used only for the
Permitted Use and as expressly authorized under this Agreement;
3.8 Responsibllltyfor Use:will accept all responsibility for the reliance on and Liss of Payment Express by Customer and its
employees,contractors and agents;
3.7 Obtain Equipment Etc.:will obtain and maintain all equipment,software and services needed to enable it 0 receive and use
Payment Express;
3.8 Accurate Customer Information:warrants that all information provided by Customer to PX In the Application Form is accurate
and correct,and that Customer will notify FX in writing if such Information changes or ceases to be accurate in any way;
3.9 Provide Sufficient information:will ensure thatsufficlent information is given to PX to enable PX to comply with Its obligations
under this Agreement and that such information Is timely,complete and accurate;
3.110 Personal Information:acknowledges that any personal information concerning Customer or its personnel which is provided
to PX by or on behalf of Customer may be.,
a) used by PX for the purpose of providing Payment Express,the Support Services and any other services to Customer,and
b) disciosed by PX to its affiliates and other services providers to enable PX to provide Payment Express,the Support
Services and any other services to Customer;
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3.11 Notify of Third Party Infringement:will Immediately notify PX upon becoming aware of any third party infringing PX's
labAlecfual Properly rights in any manner;
3.12 Responsible for Connecting to Payment Express Host: is responsible for all charges and costs associated with
connecting to the Payment Express Host to operate Payment Express.PX will provide Customer with reasonable technical
information and Software necessary to enable Customer to connect to the Payment Express Bost;and
3.13 Comply with Law Generally will comply with all relevant laws in Its use of Payment 17xpress and carrying out its obligations
under this Agreement.
3.14 Requisite Review of Payline Portal:will review Customer's Payline portal,established by PX,with due care on a daily basis
for transaction errors.If on error is discovered by Customer,Customer will notify PX in writing within three(3)Business Days of the
date such error occurs;provided that PX will have no liability orobligadons of any kind with respeetto errors that are not reported to
PX within such three(3)Business Day period.In addition,Customer shall be required to review with due rare Its bank settlement
fifes on a daily basis to ensure deposits occur without error.If an error is discovered by Customer In the course of such review,
Customer will notify PX in writing within three(3)Business Days of the date of such error occurring;provided that PX will have no
liability or obligations of any kind with respect-to errors that are not reported to PX within such three(3)Business Day period.PX's
liability underthis Section 3.14(Requisite Review of Payline Portal)of the Agreement is governed by,and fully subject to,the terms
of Section 9 of this Agreement.
3.15 Improperly Deposited Funds:will returnfundsthat PX deposits in Customer's bank accounl(s)fhatdo not rightfully belong to
Customer("Improperly Deposited Funds")without offset or delay.Customer will return all Improperly Deposited Funds to PX within
five(5)calendar days of a written request to do so by PX.If Customer fails to comply with the terms of this Section,PX may
Immediately suspend services to Customer until Customer returns the Improperly Deposited Funds.Customer will be liable to PX
for the Improperly Deposited Funds,and all costs(including legal costs on an attorney client basis)incurred by PX in recovering the
Improperly Deposited Funds.
3.16 Return of Old Goods:For Goods that Customer ceases using forthe Permitted Use CUnused Goods"),Customer will return
such Unused Goods to PX within 30 calendar days.Unused Goods include,but are not limited to,Goads Customer has ceased
using due to the Goods becoming obsolete.Goods that no longer operate,and Goods that are replaced per warranty.Customer will
tray all shipping fees and costs associated with retuming the Unused Goods to PX.Alternatively,Instead of returning Unused
Goods to PX,Customer may provide PX a secure destruction certificate evidencing that the Unused Goods were destroyed in
compliance with the Security Standards within the same 30 calendar day period.
4.Disclaimer of Warranties
4.1 Limitations on Warranties:To the fullest extent permitted by law,except as expressly set out In this Agreement PX disclaims
and excludes all warranties,conditions,terms,representations or undertakings,whether express,implied,statutory or otherwise,
including any condition or warranty of merchantability or fitness for a particular purpose.PX does not warrant that:
a) Payment Fxpress,the Software or the Documentation will meet Customer's requirements;or
b) Payment Express,the Software and the Documentation will be uninterrupted or error free,or that all errors will be
corrected.
Customer understands and acknowledges that an authorization obtained through Payment Express only confirms the avallabli€ty of
the cardholders credit at the time of the authorization.It does not warrant that the person presenting the card is the rightful
cardholder,nor is Ran unconditional promise,guarantee or representation by Bank,processor or PX that a transaction is or will be
deemed valid and not subject to dispute,debit or ctrargeback.
4.2 No Requirement to Decrypt Tokenized Data:PX will at no Ume be obligated to decrypt and transmit Tokenized Data to
Customer or any third party.
5.Intellectual Property
All Intellectual Property rights In Payment Express,the Software,the Documentation and any work or thing developed or created by
or on behalf of PX under or in connection with this Agreement(such work or thing being Developed Works),are exclusively owned
by PX(or PXs licensors or suppliers).Customer acknowledges that there is no transfer of title,Intellectual Property rights or
ownership of:
a) Payment Express,the Software,the Documentation or any part thereof,or
b) any Developed Works;to Customer under this Agreement and Customer will not dlspute PX's for PX's licensors or
suppliers)ownership of the property referred to In this clause 5.
S.Indemnity
Customer shall indemnify PX(and at PX's sale discretion,defend PX)at all times against any liability,loss,damage or cost
(including attorneys fees)suffered or Incurred by PX and all actions,proceedings,claims or demands made against PX as a result
of any negligent act or omission or any breach of this Agreement by Customer:Its personnel or agents.
7.Liability
7.1 Remedy:Subject to clauses 7.2 and 7.3,Customer's sole and exclusive remedy for breach of any warranty or of any of PX's
obligations underthis Agreement is(at PX's option)the supply or re-supply of Payment Express,the Goods,the Software,or the
Documentation or the refund or waiver of Fees for the relevant part of Payment Express the Goods,the Software,or the
Documentation which is the subject matter of,or directly related to,the breach.
Page 33 of 43
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7.2 Llmltatlon:In no eventwill PX's total liability to Customer under this Agreement for any reason exceed the amount of$1,000.
7.3 Exclusion:In no event will PX be ftable to Customer whether to contract,tort(including negligence)or otherwise in
respect of any:
a) punitive,Incidental,Indirect or consequential damages,damages for loss of profits,business interruption,loss
of data,loss of goodwill,arising out of,or In connection with,this Agreement,In each case even If such party
has been advised of the possibility of such damages;
b) loss,damage,cost or expense suffered or Incurred by Customer,to the extent this results from any act or
omisslon by Customer;or any event described in part 8,clause 14(Force Majeure).
B.Commercial Purpose
It is expressly acknowledged and agreed by Customerthat Payment Express,the Software and the Documentation are supplied to
Customer for business and commercial purposes.
9.Termination
9.1 PX Termination Upon Notice:PX may terminate this Agreement without liability or obligation to Customer of any kind upon
written notice to Customer if the Reseller Agreement expires or is terminated by Customer and/or Resellar for any reason.
9.2 PX Termination for Cause:PX may terminate this Agreement without liability or obligation to Customer of any kind at any
time and with immediate effect by written notice to Customer:
a) If Customer breaches any of its obligations under this Agreement or
b) if Customer falls to pay arty amounts due to Reseller pursuant to the ResellerAgreement;or
c) goes into voluntary or involuntary bankruptcy or liquidation or has a receiver appointed.
9.3 Customer Termination:Customer may terminate this Agreement if PX breaches any of its obligations under this Agreement
and fails to cure such breach within 10 Business Days after receipt of written notice of such breach.
9.4 Consequences:Termination of this Agreementwill notaffectthe rights or obligations of the parties which have accrued priorto
or accrue on termination orwhich by their nature are intended to survive termination(including clauses 3-7,10,13,and 14,together
with those clauses which are incidental to,and required in order to give effect to,those clauses). Upon termination of this
Agreement,Customer must Immediately cease use of Payment Express,the Software and the Documentation.
10.Confidentiality
10.1 Confidential Information:Each party will maintain as confidential stall times,and will not at any time,directly or indirectly:
a) disclose or permitto be disclosed to any person;
b) use for ilselfor to the detriment of the other party;any Confidential Information ofthe other party except as,and then only
to the extent
i) required by law;
i€) thatthe information is already or becomes public knowledge,otherwise than as a result of a breach,by the receiving
party,of any provision of this Agreement;
iii) thatthe lhfarmation is disclosed to the receiving party,without restriction,by a third party and without any breach of
confidentiality by the third party;
fv) that the Information is developed independently by the receiving party without reliance on any of the Confidential
Information of the other party;
v) authorized in writing by the other party;or
vi) reasonably required by this Agreement(and,without limiting the effect of this clause,a party may disclose
Confidential Information of the other party only to those of its officers,employees or professional advisers on a"need
to know'basis,as is reasonably required forthe implementation of this Agreement).
10.2 PX's Intellectual Property:Customer acknowledges and agrees that the computer programs,computer software,
specifications,data,images,designs,codes,and configurations contained in or utilized by the equipment and PX's network are
proprietary and confidential to PX and protected under United States copyright law.Customer shall not copy,modify,adopt,
translate,merge,reverse engineer,decomplle,or disassemble,the equipment or Software,or create any derivative works based
an the equipment PX network or Software.Without limiting the effect of clause 10.1,Customer will treat Information about PX's
Intellectual Property as Confidential Information of PX.
11.Force Majeure
11.1 Customer acknowledges that PX relies on third-party providers in the delivery of its services,including,but not limited 10,
wireless data network providers,cellular radio service provided by third parties that is available only when within the operating
range of cellular systems,and cellular service is subject to transmissions limitations and dropped or interrupted transmissions.
Cellular service may be temporarily refused,limited,interrupted,or curtailed because of government regulations or orders,
atmospheric and/or topographical conditions,and cellular system modifications,repairs,and upgrades_Customer agrees that PX
shall not be liable for,and to hold PX harmless for any losses,damages,or trusiness Interruptions sustained as a result of
interruptions caused by its wireless data network providers or any other third-party provider.
11.2 Neither party(the"Affected Party)shall be liable for any default or delay in the performance of Its obligations under this
Agreement 9 and to the extent such default or delay is caused,directly or Indirectly,by
Page 34 of 43
14
a) fire,flood,elements of nature or other acts of God;
b) any outbreak or escalation of hostilities,war,riots or civil disorders in any country;
c) any act or omission of the other party of any government authority;
d) any labor disputes(whether or not employees'demands are reasonable of within the parry's power to satisfy);or
e) the nonperformance by a third party for any similar cause beyond the reasonable control of such party,including without
limitation,failures or fluctuations In telecommunications or other equipment such as described in clause
11.3 In any such event,the Affected Party shall be excused from any further performance and observance of the obligations so
affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to
recommence performance or observance as soon as plea€Cable,provided that:
a) Notice:whenever the Affected Party becomes aware[hat such a result has occurred or is likely to occur,the Affected
Party will,as soon as practicable,notify the other party by written notice accordingly;
b) Continued Performance:each party will continue to use commercially reasonable efforts to perform its obligations as
required under this Agreement;and
c) No Deemed Acceptance of Extra Casts:neither party will be deemed to have accepted any liability to pay or share any
extra costs which may be incurred by the other party in complying with this clause or otherwise resulting from such act,
omission or failure;and
d) Charges:this clause 11.3 will not apply in respect of Customer's obligation to pay any charges or Fees payable under this
AgreemenL
12.License
12.1 Grant of Lleense:PX grants to Customer a limited,non-exclusive,non-transferable,van-assignable,revocable license to use
Payment Express,the Software and the Documentation for the Term of this Agreement solely forthe Permitted Use.Any other use
or dealings with Payment Express,the Software or the Documentation without the prlorwfitten consent of PX will be a material
breach ofthis Agreement.Except to the extent specifically authorized under this Agreement,Customer must not sub-Dense,
transfer,assign,rent or sell any of Payment Express,the Software or the Documentation or the right to use Payment Express,the
Software orthe Documentation.
12.2 PX warranty;PX warrants that PX has the right and authority to grant to Customer the license set out in clause 12.1,in
accordance with the terms of this Agreement.
13. Terms of Use
13.1 Adequacy:Customer must satisfy Itself as to the adequacy,appropriateness and compatibility of Payment Express for its
requirements.Without limiting the foregoing,Customer acknowledges that It has not relied on any statements or representations on
the part of PX as to performance or functionality,verbal or otherwise,except as expressly recorded in this Agreement
13.2 PX Loge.If Customer uses a capture method for credit or debit card processing using a system which is not hosted by PX,
customer agrees to display the PX Logo In a readily visible position on the user Interface of Customer's system where the credit or
debit card data is captured.The PX Logo must not be altered or used for any other purpose without the prior written consent of PX.
13.3 Compliance:If Customer is notcompliantwith one or more of the Security Standards,Customer must not capture or store any
credit or debit card number or expiry date locally on Customer's or a non-compliant third party's system.
13.4 No Right to Copy,After or Modify:Customer may make a reasonable number of copies of the Software for backup and
disaster recovery purposes only.Except for such back-up copies,Customer must not,and must not permit any other person to,
copy,reproduce,translate,adapt,vary,repair or modify all or any part of Payment Express,the Software of the Documentation by
any meads or In any form without PX's prior written consent
13.5 Permitted Use:Customer may not
a) use Payment Express,the Software or the Documentation for any purpose other than the Permitted Use;or
b) use the 5offware independently of the other components of Payment Express unless PX has given prior written consent
to do so_
If this Agreement is terminated,Customer's right to use Payment Express,the Software and the Documentation will automatically
terminate and customer must immediately remove all copies of the Software from Its system(s)and return Payment Express,the
Software and the Documentation to PX
13.6 Reverse Engineering:Customer must not,and must not permit any other person to,reverse assemble or decompile the
whole or any part of the Software.
13.7 No Third Party Use:67rcept as expressly provided for in this Agreement,the Customer must not provide,or otherwise make
available,Payment Express,the Software or the Documentation or any component thereof in any form to any person(a"Third
ParlyO w€thoutthe priorwritten consent of PX.If PX grants such consent,Customer must ensure that the Third Marty complies with
the provisions of clauses 5,10,12,and 13(so far as those provisions relate to Customer)as if the Third Party were a party to this
Agreement Customorwill be liable to PX for all acts or emissions of any Third Party in contravention of the provisions of clauses 5,
10,12,and 11
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14. General
14.1 Entire Agreement:This Agreement including all schedules hereto records the entire arrangement between the parties
relating to all matters deaftwith In thlsAgreement and supersedes all previous arrangements,whether written,oral or both,relating
to such matters.
14.2 Disputes:The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by
negotiation between executives who have authority to settle the controversy and who are at a higher level of managementthan the
persons with direct responsibility for administration of this Agreement.Any party may give the other party written notice of any
dispute net resolved in the normal course of business.Within 15 days after delivery of the notice,the receiving party shall submit to
the other a written response.The notice and response shall include with reasonable particularity(a)a statement of each parws
position and a summary of arguments supporting that position,and(b)the name and title of the executive who wilt represent that
party and of any other person who will accompany the executive.Within 30 days after delivery of the notice,the executives of both
parties shall meet at a mutually acceptable time and place.If the parties fall to negotiate a resolution to a dispute within a
reasonable time(not exceeding 20 Business flays from formal notice of the dispute being given by one party to the other),either
party may require that the dispute be submitted to mediation through JAMS,such mediation to take place in Los Angeles,
California.A mediator shall be selected by mutual agreement or through procedures provided by JAMS.In such case:
a) the mediator will not be acting as art expert or as an arbitrator,
b) the mediator will determine the procedure and timetable for the mediation;and
c) the parties will share equally the cost of the medWflon.
All offers,promises,conduct and statements,whether oral or written,made in the course of the negotiation by any of the parties,
their agents,employees,experts and attorneys are confidential,privileged and Inadmissible for any purpose,including
impeachment,In arbitration or other proceeding involving the parties,provided that evidence that is otherwise admissible or
discoverable shall not be rendered inadmissible or hots-discoverable as a result of its use in the negotiation.
Neither party may issue any legal proceedings(other than for urgent interlocutory relief)relating to any dispute,unless that party
has firsttaken all reasonable steps to comply with the dispute resolution process above.Ali applicable statutes of limitation and
defenses based upon the passage of time shall be tolled while the procedures specified in this clause 14.2 above are pending and
for 15 calendar days thereafter.The parties will take such action,if any,required to effectuate such tolling.
14.3 Waiver:No waiver of any breach,or tallure to enforce any provision,of this Agreement at any time by either party shall in any
way limit or waive the right of such party to subsequently enforce and compel strict compliance with the provisions of this
Agreement
14.4 Severance:Any provision in this Agreement which is or becomes unenforceable,illegal or invalid for any reason shall be
severed and shall net affect the enforceability,legality,vatidity or application of any other provision which shall remain in full force
and effect.
14.5 Assignment:PX may assign all or any of its rights and obligatlons under this Agreement to any person without Customer's
consent.Customer may net transfer or assign any of Its Ilabil€ties or rights under this Agreement to any other person without PX's
prior written consent.
14.6 Amendment:Except as expressly provided for in this Agreement,no amendment to this Agreement will be valid unless
recorded In writing and signed by a duly authorized senior representative of each parry.
14.7 Governing Law and Jurisdiction:This Agreement is governed by the laws of California.Subject to the terms of clause 14.2,
the parties submit to the jurlsdlction of the courts of the State of California In respect of all matters relating to this Agreement
14.0 Remedies:The rights,powers and remedies provided In this Agreement are not exclusive of any rights.powers or remedies
provided by law.
14.9 Subcontracting:PX may appoint subcontractors to perform any of Its obligations under this Agreement.
14.10 Notices:Any notice or other communication to be given under this Agreement must be in writing and must be served by one
of the tolloWng means and in respect of each Is deemed to have been served as described:
a) By personal delivery—when received by the party.
b) By post by registered or ordinary mail—on the second working day following the date of posting in the United States mail
to the addressee's registered office.
c) By email—when acknowledged by the party orally or by return email or otherwise In writing.
d) By facsimile—when sentto the correct facsimile number(with written transmission confirmation).
The addresses for the parties for Notices shall be as set out on Page 1 of this Agreement or such other address as either party
specifies by notice in writing to the other given In accordance with this clause 14.10,
14.11 1 n the event of any conflict or Inconsistency between this Agreement and the terms of a purchase order made by Customer to
PX or a reselter of PX goods or services,this Agreement shall govern and control.
Page 36 of 43
Exhibit C
Insurance Certificate
® CERTIFICATE OF LIABILITY INSURANCE DATE{MM,DDlYYYY,
12/17/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL.INSURED,the policy(!es)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement On
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME_ JUlee Ha er
Diversified Insurance Industries, Inc. PHONE 4101433-3000 pAiXc No:410 433-3440
307 International Circle " Ex =
Suite 610 no.1,ss: julee.hager@dii-ins.com
Hunt Valley MD 21030 INSURER(S)AFFORDINGCOVERAGE NAIC#
INSURERA:Great Northern Insurance Co* 20303
INSURED E.NVIs 2 INSURER B:Federal Insurance Co.* 20281
Envisionware Inc INSURERC:Chubb Indemnity Ins Co.* 12777
2855 Premiere Parkway, Suite A
Duluth GA 30097 INSURERD:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER:2056198514 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR TYPE OF INSURANCE POLICY NUMBER MMIDD1YYYY MWDDNM
A X COMMERCIAL GENERAL LIABILITY 36943516EUC 1/8/2019 11812020 EACH OCCURRENCE $1,000,000
DAMAGE TE
CLAIMS-MADE IT]OCCUR PREM SESOEa occu ence $1,000,000
MED EXP(Any one person) $10,000
PERSONAL&ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
PRO
POLICY ❑LOG PRODUCTS-COMP/OP AGG $2,000,000
X JEGT
OTHER: 1 $
A AUTOMOBILE LIABILITY 73565308 1/8/2019 V812020 COMBINED SINGLE LIMIT $1,000,000
Ea accident
Ix
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
HIRED X NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
B X UMBRELIALIAB X OCCUR 79876897 1/8/2019 11812D20 EACH OCCURRENCE $2,000,000
EXCESS LIAR CLAIMS-MADE AGGREGATE $2,000,000
DED X RETENTION$ $
C WORKERS COMPENSATION 71741378 1/8/2019 118I2020 X
AND EMPLOYERS'LIABILITY STATUTE ER
ANYPROPRIETDRJPARTNERIEXECUTIVE YIN N 1 A E.L.EACH ACCIDENT $500.000
OFFICERIMEMRER EXCLUL
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000
A Errors&Omission 35943516EUC 1/8/2019 1/8/2020 Per Claim $1,000,000
A Cyber Liability 35043516EUC 11812019 1/8/2020 Aggregate $1,000,000
Deductible $25,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may he attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 13EFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Fort Worth
1000 Throckmorton Street
Fort Worth TX 76102 AUTHORIZED REPRESENTATIVE
01988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
Page 37 of 43
Exhibit D—
Professional Services Statement of Work("SOW")
SAMPLE
NOTE: An actual Scope of Work will be created during project planning. The SOW is created
collaboratively between the Customer and the assigned EnvisionWare Implementation Consultant
(IC) after introductory meetings and in some cases after some introductory training. This process
may depend upon review of certain licensed materials that are accessed via the EnvisionWare
Customer Center. The IC will obtain information about contacts that should be granted Customer
Center access during the introductory meeting. The SOW defines your goals,the deliverables and
the measurements that define completion.
Project Scope:
The objective of this project is to deliver,configure(to specifications)and install an EnvisionWare
software/hardware solution in order to
To meet this objective your EnvisionWare Professional Services Implementation Consultant will
work with you during the planning phase of the project to understand your product needs and your
desired patron and staff experience.
Services Provided:
l. Installation of Product(s)
2. Training
3. Post-Installation Follow-Up
4. Transition to Support
Project Milestones:
1. Completion of Installation Phase
2. Completion of Post-Installation Phase
a. Project Sign-Off
b. Transition to Support
Product Scope:
This project will consist of the following solution.
1.
2.
EnvisionWare Responsibilities:
l. Ensure the Library is Prepared for the Onsite Installation
2. Training
3. Constant Follow-up and Update Provided to the Customer
Customer Responsibilities:
1. Network Management
a. Static IP address for
b.
Page 38 of 43
2. Power Outlets and Ethernet connections
Acceptance Testing and Criteria
1. Acceptance Criteria: Acceptance tests shall be conducted at your site or sites and on your
equipment to ensure that the Product (i) performs according to the Specifications without
material error and(ii)can be effectively utilized in your operating environment. The following
are defined as the "Acceptance Criteria":
A. Item Test Pass
B. Item Test Pass
2. Project Acceptance: When all individual acceptance tests pass for all items on a Statement of
Work,the Customer is required to acknowledge the Project Acceptance via electronic submission.
Submission is an indication that the mutually defined tests pass for all installed devices and
software.
Submitting Project Acceptance activates support services and provides all
support assistance in accordance with the Maintenance Program Agreement
applicable to your account. Support is unable to assist a customer until Project
Acceptance is submitted
NOTE: Acceptance indicates that all tests are completed and the Customer's access to Support is
activated. It does not necessarily mean that there are no outstanding or follow-up issues. In some
situations a Support Case may be opened to resolve an issue via the standard support channel.
Some Cases may represent enhancement requests and others' defects, which do not prevent the
live use of the system.
After Acceptance the Support Center will copy your Implementation Consultant on all
communications for a period of two (2) weeks. Support has access to all documentation created
during your project and is proficient in assisting customers in real time with critical and non-critical
support concerns. The Support Center has emergency access to a Consultant during the transition
period. Consultants are engaged in scheduled projects following the date scheduled for acceptance
testing and are generally not available during business hours.
Page 39 of 43
Exhibit E—
Performance Guarantee
EnvisionWare One Year 100%Money Back Hardware and Software Performance Guarantee
1. For one (1) year from date of installation, EnvisionWare provides a money back
performance guarantee as described herein for hardware and software components (together,
"Components")delivered as part of a turnkey RFID Product consisting of EnvisionWare products,
services and supplies (the "Performance Guarantee"). EnvisionWare will refund to you 100%
of the Component prices you have paid EnvisionWare if within the first year after the date of
installation the hardware or software system does not perform according to the component
performance criteria provided as part of a Quotation and confirmed and finalized as part of the
Statement of Work(the "Performance Criteria") and we fail to timely address any performance
problems of which you advise us via a case filed and managed in the EnvisionWare Customer
Center.
2. At the time of installation, an EnvisionWare consultant will perform a series of acceptance
tests, which you will certify when successfully completed, demonstrating that the system and all
of its Components perform according to the Performance Criteria. The acceptance tests are
developed in advance of implementation and agreed upon as part of accepting the Statement of
Work. When you sign for acceptance, you are confirming that the system performs according to
the Performance Criteria. Your acceptance is your confirmation of final payment due by you.
3. The Performance Guarantee described herein is in consideration of a customer environment
that is maintained in accordance with common and reasonable standards established for the
installation including distance restrictions between equipment, interference devices, and other
specifications that must be met in order for the system to remain at the proper performance level.
When a customer moves equipment or otherwise compromises the performance of a system due
to component relocation either of those items installed by EnvisionWare or those items adjacent
to installed components that are moved into a sphere that causes interference, the above
Performance Guarantee and our warranty do not apply to a system maintained for that location.
The customer is responsible for restoring the environment and for any costs incurred by
EnvisionWare as a result of providing on-site or other service for environmental changes
implemented by the customer. Upon a remedy of this situation and appropriate remuneration for
the costs of on-site services, the remaining warranty period (if any) will be resumed. The
Performance Guarantee will not be extended during this time.
4. The Performance Guarantee shall not apply to any systems, or Components thereof which
do not meet the Performance Criteria due to intentional or unintentional damage or misuse caused
by you or your patrons, contractors, facilities, installation or environment, or caused by lightning,
flooding, hurricanes, earthquakes or other natural causes, acts of God, acts of war or terrorism,
power surges, brownouts, blackouts, other power interruptions, or the like, or used in a manner
inconsistent with the intended use of the Components.
5. Should any Component fail during the Warranty Period set forth in the EULA in Exhibit
B EnvisionWare will, at its option, repair or replace the Component. Should the performance of
any Component be compromised for the same failure more than three times in the first year after
Page 40 of 43
installation, EnvisionWare will replace the Component with an item of equal value and
performance. Where style is considered, such as for RFID gates or kiosks, a replacement will be
provided that complements the style of the existing Component as closely as is reasonably
possible. Upon completion of this remedy, you will sign a service order acceptance confirming
that the repaired or replaced Component is in conformance with the Performance Criteria
originally used for the initial installation acceptance. This Section 5 shall control in the event of
any conflict with any similar provision in the EULA.
b. If the replacement Component fails to perform according to the Performance Criteria, at
that time you may request a return of the Component or Components or the system. Upon receipt
of a written request(sent by fax,U.S. Postal Service or overnight delivery;email is not acceptable)
we will either issue a return authorization or come on site to inspect prior to return. We will issue
a refund for the full price of the Component or Components within thirty (30) days of receipt of
the returned item or items.
Page 41 of 43
EXHIBIT F: PAYMENT CARD INDUSTRY DATA SECURITY STANDARD
For customers purchasing any EnvisionWare eCommerce product the following
provisions apply to eCommerce products:
ENVISIONWARE will not have access to CUSTOMER personal information, including,
without limitation, social security number, driver's license number or other state issued
identification number, date of birth, credit card number(s) and/or bank account number(s); and
WHEREAS, in light of the sensitive and confidential nature if the information, the parties
enter into this amendment agreement.
NOW, THEREFORE, in consideration of the promises set forth in the Agreement
between the Parties and the promises in this Addendum,ENVISIONWARE and CUSTOMER
agree as follows:
A. ENVISIONWARE REPRESENTATIONS AND WARRANTIES
ENVISIONWARE represents and warrants that its Services under the Agreement and
this Addendum, which are provided from EnvisionWare and Verifone or Payment Express, shall
comply with Payment Card Industry Data Security Standard(PCI DSS) and further represents
and warrants the following to CUSTOMER:
1. that the product being purchased by CUSTOMER currently complies with the PCI DSS;
2. that it is obligated to maintain compliance with the PCI DSS; including remaining aware
at all times of changes to the PCI DSS and promptly implementing all procedures and
practices as may be necessary to remain in compliance with the PCI DSS, in each case, at
ENVISIONWARE's sole cost and expense except for costs incurred by Customer for
becoming and maintaining PCI compliance via Trustwave self assessment or similar
annual subscription services;
3. that it is responsible for the security of cardholder data that it possesses by means of its
Agreement with CUSTOMER, and that this acknowledgement satisfies Section 12.8 of
the PCI DSS requiring the Parties to maintain a written agreement acknowledging that
ENVISIONWARE has responsibility for the security of cardholder data it possesses by
means of Agreement with CUSTOMER; and
4. that its collection, access,use, storage, disposal and disclosure of Personal Information
does and will comply with all applicable federal, state, and foreign privacy and data
protection laws, as well as all other applicable regulations and directives.
B. ENVISIONWARE SERVICES
ENVISIONWARE will use all reasonable and necessary precautions to prevent anyone
other than its authorized employees from monitoring,using, or gaining access to CUSTOMER
personal information. ENVISIONWARE will use all reasonable and necessary precautions to
protect CUSTOMER personal information from loss, corruption or unauthorized access or
Page 42 of 43
alteration and to prevent the disclosure of CUSTOMER personal information to anyone other
than authorized ENVISIONWARE or CUSTOMER employees.
ENVISIONWARE will periodically test and re-evaluate the effectiveness of such
precautions. ENVISIONWARE will notify CUSTOMER within 24 hours, if such precautions are
violated and ENVISIONWARE has reason to believe that CUSTOMER personal information is
affected or disclosed or in danger of being affected or disclosed. Notwithstanding the foregoing,
ENVISIONWARE may use,process, view the contents of or monitor CUSTOMER personal
information to the extent necessary for ENVISIONWARE to perform under this Agreement.
ENVISIONWARE eCommerce policies require that CUSTOMER establish passwords
for the VeriFone gateway known only to CUSTOMER. ENVISIONWARE requires remote
access to the CUSTOMER software for diagnostic purposes when a problem occurs but will
request that CUSTOMER change any password provided to ENVISIONWARE for the remote
session. ENVISIONWARE will not,under any circumstances, maintain a persistent connection
to Customer internal eCommerce-related systems and will access only when a problem occurs
and when CUSTOMER enables remote access. Customer is required to assert control as above
and to configure all eCommerce-related passwords to industry-approved secure passwords that
are changed every 90 days. CUSTOMER must maintain a list of users who are approved to
access the VeriFone gateway.
In the event that security vulnerabilities are identified, ENVISIONWARE will promptly
notify CUSTOMER and will provide instructions to mitigate risk of that vulnerability being
exploited. ENVISIONWARE will provide a patch release or security update within 48 hours of a
security vulnerability being discovered and will provide support as necessary to properly deploy
the patch or security update at ENVISIONWARE's sole cost and expense while Customer is
under maintenance.
ENVISIONWARE will notify CUSTOMER of any security breach within 24 hours of
notice or discovery of same. CUSTOMER will notify ENVISIONWARE of any security breach
or discovery of same within 24 hours. Customer's maintenance agreement will be upgraded to
24x7 live support to facilitate rapid reporting and remedy of issues. ENVISIONWARE shall
immediately investigate same and shall coordinate its investigation with CUSTOMER to verify
that any breach has been remedied and any security intrusion or flaw eliminated as the sole cost
and expense of ENVISIONWARE, unless said security breach was the result of actions or
inactions of CUSTOMER.
C. LIABILITY AND INDEMNIFICATION
ENVISIONWARE agrees that it is responsible for the security of cardholder data that it
possesses by means of this Agreement, and that the indemnification provision of this section
applies to any failure of ENVISIONWARE to protect cardholder data from unauthorized
disclosure resulting from a lack of compliance with the Payment Card Industry Data Security
Standard or arising from any other negligent act or omission by ENVISIONWARE. Any breach
in security related to failure of ENVISIONWARE to protect cardholder data resulting from a
Page 43 of 43
violation of any obligation imposed by or established pursuant to the Payment Card Industry
Data Security Standard shall constitute a"material breach"of the Agreement
ENVISIONWARE will not be liable for the disclosure, monitoring, loss, alteration or
corruption of CUSTOMER private information to the extent it results from CUSTOMER's
failure to implement reasonable security measures to protect against the unauthorized use of
facilities, computers network access devices and passwords.
Notwithstanding the foregoing, ENVISIONWARE agrees to that CUSTOMERS in the
United States will be protected under EnvisionWare's PCI Assurance Program, which provides
an AIG zero deductible insurance policy with up to $100,000.00 of coverage per breach and up
to a maximum annual limit of $500,000.00 per Exhibit: PCI Assurance. ENVISIONWARE
agrees to renew the policy, or equivalent, and keep CUSTOMER as an additional insured party
through the duration of the contract including all future renewal years.
D. ENTIRE EXHIBIT
This EXHIBIT constitutes the entire PCI DSS terms of the Agreement between the
parties and shall supersede and merge all prior and contemporaneous communications,
understandings and agreements with respect to the subject matter hereof
PCI ASSURANCE COVERAGE SUMMARY
CUSTOMER(Merchant) in the United States will be enlisted in the PCI Assurance Program,
which is merchant coverage for an actual breach as well as the costs of a potential credit card
breach.
The following is an outline of coverage,benefits and clarifications:
• Coverage includes a breach, and/or the costs associated with a suspected breach
• $100,000.00 of coverage per incident
$500,000.00 annual maximum protection per CUSTOMER
$0.00 deductible
Maximum annual credit card transaction volume per CUSTOMER: $999,999.00
• Underwritten by AIG Insurance
• Coverage is valid even if CUSTOMER(Merchant) is not currently PCI Compliant.
However, merchant must become PCI compliant to reinstate the policy after a reported
incident.
• Claim processing time is 30-50 days.