HomeMy WebLinkAboutContract 60115CSC No. 60115
y getconnected
by Galaxy Digital
GET CONNECTED AMPLIFY
AGREEMENT WITH: City of Fort Worth, TX
INTRODUCTION
Galaxy Digital is a web -based social solutions company that helps build stronger communities through simple
technology that improves lives and connects people, organizations and resources. This Agreement is made
between Galaxy Digital L.L.C. (hereinafter referred to as "GALAXY"), P.O. Box 1214, Asheville, North Carolina
28802 and City of Fort Worth (hereinafter referred to as "CLIENT") with a mailing address of 200 Texas Street,
Fort Worth, TX 76102
Notices will be d Overed by email.
GALAXY' Is Waters — oliver@galaxydigital.com
CLIENT's cont c (s) will be: Madalyn Mackey— Madalyn.mackey@fortworthtexas.gov
PRICING:
Pricing
Term
Additional Options:
Text Credits:
($100 / 10,000 credits)
Single -Sign -On (SSO) Addition:
SAML Configuration.
Year 1
$1,000 Onboarding Fee / $10,080 Annual
Subscription Fee
Per Agreement Terms
Amount:
$100
Setup Fee: $500
PLUS $350 Annual Subscription Fee
At the execution of this agreement, Setup and Subscription fees will be invoiced and are due upon receipt.
Once payment is received, Galaxy will initiate all services described in this agreement.
• If applicable, additional data management, custom training, and other services beyond the scope of this
Agreement shall be quoted separately by GALAXY to the CLIENT upon request, and expressly set forth in a
separate Exhibit.
SCOPE OF USE
Scope of use for authorized Services as specified in the Get Connected Agreement or the Galaxy Digital Terms of
Service, which may include: (a) number and type of Authorized Parties, (b) number and type of Locations, (c)
numbers of licenses, copies or instances, or (d) entity, division, business unit, website, field of use or other
descriptions.
Rev. 08/2021 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
t►getconnected
by Galaxy Digital
Principal Organization: City of Fort Worth, TX
Authorized Parties: Volunteer programs managed by City of Fort Worth, TX
Specific Locations: Client will manage volunteer programs and opportunities within the Fort
Worth, TX area.
Other Description(s): Client will have access to advanced program management functionality for up
to 44 programs/departments, 2 main site admins, unlimited volunteers, 20
qualifications, ongoing customer support.
AGREEMENT TERM
This Agreement shall commence upon the effective date / date of CLIENT signature and will expire 12 months
following the first day of the first month after Agreement acceptance. At least 20 days prior to the expiration
of the initial term (as set forth in the chart above), GALAXY will invoice CLIENT an additional one (1) year
period at the published current market price (see below). CLIENT at their sole discretion can pay this invoice
and renew the full effect of this agreement for an additional one (1) year period. This process will be repeated
each year until the CLIENT cancels this agreement through non-payment. The services will be discontinued,
including access to the software, for non-payment at the end of the last paid period.
Pricing for year one is stated above in "Pricing". Pricing for year two and beyond will be published by GALAXY
to CLIENT by the 31't of January prior to the renewal date. GALAXY and CLIENT may enter into a new and
separate multi -year agreement at a future date with both parties acceptance to replace the post -initial period
"year to year" nature of this agreement.
Either party will be allowed to terminate the agreement for the following reasons: material breach of
Agreement, including terms of default laid out below in Terms of Use; failure to pay in excess of 60 days;
and in the case of insolvency or bankruptcy.
TERMS OF USE
CLIENT will have access to GALAXY's volunteer management software, in accordance with the terms below.
The Galaxy Digital Platform will be accessed in accordance with the Service Agreement attached as addendum A
"Terms and Conditions". GALAXY will provide Training and Support and Data Import Support to the CLIENT as is
specified in Addendum B "Service Level Agreement (SLA)."
Rev. 08/2021
v getconnected
by Galaxy Digital
Insofar as GALAXY fails to meet any contractual agreements set forth in this agreement it shall be deemed in
Default and will be required to provide proof of remedy to CLIENT within 10 business days. If GALAXY remains in
default or enters default on separate occasions to the level that is commercially unacceptable, then upon notice
the CLIENT may immediately terminate this agreement.
ONBOARDING
Onboarding is a process in which the Client prepares their new site according to their organizational needs, with
the goal of yielding strong results and a rich experience for volunteers. During Onboarding, Galaxy Digital's
Customer Experience experts will provide the Client with strategic guidance, depending on their use case.
It is the goal of Customer Experience that, upon the completion of Onboarding, the Client will feel confident
using site features and reporting tools.
Generally, Onboarding consists of three main parts:
1. Training
2. Consultative Onboarding Calls
3. Site Preparation
WHAT CLIENTS CAN EXPECT FROM GALAXY DIGITAL ONBOARDING
A member of the Customer Experience Team will provide the client with access to training and consultative
onboarding calls. The Customer Experience Team will work to understand the Client's needs and lay out actions
for preparing the site accordingly. The Client is responsible for carrying out site preparation. Customer
Experience is available in the event questions arise or assistance is needed.
CLIENT ACTIONS
The client will prepare the site guided by (1) knowledge acquired in training and (2) site preparation tasks
assigned by Customer Experience. Site preparation can take 20 hours of the Client's time, depending on the use
case and software needs. Clients who choose to employ advanced features may spend an additional 10-15 hours
preparing their site.
Therefore, Customer Experience recommends the Client consider weekly bandwidth and prepare a timeline in
accordance with their availability and desired site launch date.
Initial:c-f 1 understand that site completion times will depend on my availability and use
case, and that 1 will need to put in time to participate in training and prepare my site.
Rev. 08/2021
�►getconnected
by Galaxy Digital
BINDING AGREEMENT
Under this Agreement, the parties will be independent contractors, maintaining complete control over their own
personnel and operations. Nothing will be deemed to create a partnership or joint venture between the Parties,
or to make either the agent or legal representative of the other, or to create any fiduciary or agency relationship
between them. This Agreement, its attached addendums "A" & "B", its attached Exhibit(s), if applicable, and any
pertinent credit card authorization form, constitute the entire agreement of the parties relating to the subject
matter addressed in this Agreement. GALAXY and CLIENT, intending to be legally bound, have caused their
proper and duly authorized officers to execute and deliver this Agreement as of the day and first above written.
Signature Signature
Galaxy Digital, LLC CLIENT
Date Date
Rev. 08/2021
Addendum A
GALAXY DIGITAL LICENSE TERMS AND CONDITIONS:
Get Connected; All Products and Services
Thank you for selecting the Services offered by Galaxy Digital, LLC. and/or its
subsidiaries and affiliates (referred to as "Galaxy", "we", "our", or "us"). Review
these Terms and Conditions ("Agreement") thoroughly. This Agreement is a legal
agreement between you and Galaxy. By accepting electronically (for example,
clicking "I Agree"), installing, accessing or using the Services, you agree to these
terms. If you do not agree to this Agreement, then you may not use the Services.
A. GENERAL TERMS
1. AGREEMENT
This Agreement describes the terms governing your use of the Galaxy online services
provided to you on this website (the "Website"), including content, updates and new
reference:
• Galaxy's Privacy Statement provided to you in the Services available on the website
or provided to you otherwise.
• Additional Terms and Conditions, which may include those from third parties, including
third parties that perform services for Galaxy, or on Galaxy's behalf, that have
separate IT requirements to which Galaxy and its Clients must adhere, including, by
way of example, data analysis, hosting services or customer services.
2. YOUR RIGHTS TO USE THE SERVICES
2.1 The Services are protected by copyright, trade secret, and other intellectual
property laws. You are only granted the right to use the Services and only for the
purposes described by Galaxy. Galaxy reserves all other rights in the Services.
Until termination of this Agreement, and as long as You meet any applicable
payment obligations and comply with this Agreement, Galaxy grants to You a
personal, limited, nonexclusive, nontransferable right and license to use the
Services.
Rev.03/2023
Addendum A
2.2 You agree not to use, nor permit any user or party to use, the Services or content
in a manner that violates any applicable law, regulation, or this Agreement. You
agree You will not:
• Provide access to or give any part of the software or the Services to any
party or parties beyond those designed by Galaxy, including any agencies,
volunteers or users of the features of Your Galaxy hosted site.
• Provide access to or give any part of the software or the Services to an
additional site, party or user outside of Your Principal Organization without
the consent of Galaxy, except to the extent allowed by Your Scope of Use as
defined in Your Contract. For purposes of this paragraph, Your "Principal
Organization" shall be defined as the specific group or association of
persons or individuals who comprise the core of Your company or concern
as named on Your Contract:
• Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
• Perform or conduct any load testing or penetration testing on the Platform or
Hosted Services without the written consent of Galaxy.
• Make the Services available on any file -sharing or application hosting
service.
2.3 Child Accounts; Your Responsibilities. You acknowledge that the
System is not to be used by a person under 13 years of age to create, access or
manage a user account on Your license(s).
2.4 Sensitive Data; Your Responsibilities. The System protects information under
HIPAA, together with other similarly -sensitive personal information, the Customer
assumes all risk arising from use of any such sensitive information with the
System, including the risk of any inadvertent disclosure or unauthorized access
thereto. Customer is responsible for ensuring that Customer and Customer's
Users' use of the System follows all applicable laws and governmental regulations,
and Customer acknowledges that Customer assumes all risk arising from any
such use that is not compliant with applicable laws and regulations.
3. HOSTING AND SUPPORT
Rev.03/2023
Addendum A
Galaxy will use all reasonable endeavors to maintain the availability of the
Hosted Services to You, but does not guarantee 100% availability. Additional
a. service parameters are specified in Your Service Level Agreement linked
in Your Contract.
b. Galaxy will provide Support Services as defined in the Service Level
Agreement linked in Your Contract
c. For the avoidance of doubt, downtime caused directly or indirectly by any of the
following shall not be considered a breach of this Agreement:
1. an act of nature;
2. a fault or failure of the internet or any public telecommunications network;
3. a fault or failure of Your computer systems or networks;
4. any breach by You of this Agreement; or
5. scheduled maintenance carried out in accordance with this Agreement.
4. YOUR PERSONAL INFORMATION
You can view Galaxy's Privacy Statement provided with the Services and on the
Website for the Services at https://www.galaxydigital.com/privacy-policy/
You agree to the applicable Galaxy Privacy Statement and any changes published by
Galaxy. Any such changes published by Galaxy shall be commercially reasonable
according to acceptable standards and practices within the web -based software as a
service industry. You agree that Galaxy may use and maintain Your data according to
the Galaxy Privacy Statement as part of the Services. You give Galaxy permission to
combine identifiable and non -identifiable information You enter or upload to the
Services with that of other users of the Services and/or other Galaxy services for the
purpose of creating aggregate information that is not personally identifiable. For
example, Galaxy may use Your and other users' non -identifiable, aggregated data to
improve the Services or to design promotions and provide ways for You to compare
business practices with other users. Galaxy will not share Your personal information
with any third party outside of our organization other than, in our reasonable discretion,
to investigate or prevent fraud, illegal activity or misuse of our Website. Galaxy will not
sell or rent Your personal information to anyone, and will not use Your identifiable
information as a specific output without Your separate and express limited approval.
5. CONTENT
5.1 You are responsible for Your content. You are responsible for all materials, data,
and personal information ("Content") uploaded, posted or stored through Your use
of the Services. You grant Galaxy a worldwide, royalty -free, non-exclusive license to
host and use any Content provided through Your use of the Services.
Rev.03/2023
Addendum A
Notwithstanding this grant, the use of Your personal information remains subject to,
and limited by, the provisions of paragraph 4, above. Archive Your Content
frequently. You are responsible for any lost or unrecoverable Content. You must
provide all required and appropriate warnings, information and disclosures. Galaxy is
not responsible for the Content or data You submit through the Services. You agree
not to use, nor permit any third party to use, the Services to upload, post, distribute,
link to, publish, reproduce, engage in or transmit any of the following, including but
not limited to:
a. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening,
abusive, hateful, harassing, offensive, inappropriate or objectionable
information or communications of any kind, including without limitation conduct
that would encourage criminal or civil liability under any local, state, federal or
foreign law;
b. Content that would impersonate someone else or falsely represent Your
identity or qualifications, or that constitutes a breach of any individual's
privacy;
c. Except as permitted by Galaxy in writing, investment opportunities, solicitations,
chain letters, pyramid schemes, other unsolicited commercial communication
or engage in spamming orflooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
Any information, software or. Content which is not legally Yours and without
e. permission from the copyright owner or intellectual property rights owner.
5.2 Community forums.
The Services may include a non-public community forum or other non-public
social features to exchange Content and information with other users having
customer experience with the Services ("Community Forum"). Galaxy does not
support and is not responsible for the content in these Community Forums.
Please use respect when You interact with other users in a Community Forum.
Do not reveal confidential or other information that You do not want to make
public. Users may post hypertext links to content of third parties for which Galaxy
is not responsible.
5.3 Galaxy may freely use feedback You provide. You agree that Galaxy may use Your
feedback, suggestions, or ideas in any way, including in future modifications of the
Services, other products or services, advertising or marketing materials. You grant
Galaxy a perpetual, worldwide, fully transferable, sublicensable, nonrevocable, fully
paid -up, royalty free license to use the feedback You provide to Galaxy in any way.
Rev.03/2023
Addendum A
5.4 Galaxy may monitor Your Content. Galaxy may, but has no obligation to,
monitor content on the Services. We may disclose anyinformation necessary to
satisfy our legal obligations, protect Galaxy or its customers, or operate the
Services properly. Galaxy, in its sole discretion, may refuse to post, remove, or
refuse to remove, any Content, in whole or in part, alleged to be unacceptable,
undesirable, inappropriate, or in violation of this Agreement.
6. ADDITIONAL TERMS
6.1 We may tell You about other Galaxy services. You, Your managers, or any user
under Your License(s) may be offered other services, products, or promotions by Galaxy
("Galaxy Services"). Additional terms and conditions and fees may apply. With some
Galaxy Services You may upload or enter data from Your account(s) such as names,
addresses and phone numbers, purchases, etc., to the Internet. You grant Galaxy
permission to use information about Your business and experience to help us to provide
the Galaxy Services to You and to enhance the Services. You grant Galaxy permission
to combine Your business data, if any, with that of others in a way that does not identify
You or any individual personally. You also grant Galaxy permission to share or publish
summary results relating to research data and to distribute or license such data to third
parties.
6.2 Communications. Galaxy may be required by law to send You communications
about the Services or third -party products. You agree that Galaxy may send these
communications to You via email.
6.3 You will manage Your passwords and accept updates. You are responsible for
securely managing Your password(s) for the Services and to contact Galaxy if You
become aware of any unauthorized access to Your account. The Services may
periodically be updated with tools, utilities, improvements, third party applications, or
general updates to improve the Services. You agree to receive these updates.
7. DISCLAIMER OFWARRANTIES
7.1 YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR
OWN RISK. THE WEBSITE, THE SERVICES AND THE CONTENT IS
PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESSSUCH
WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. GALAXY
PROVIDES THE WEBSITE AND THE SERVICES ON A COMMERCIALLY
Rev. 03/2023
Addendum A
REASONABLE BASIS, AND GALAXY MAKES NO REPRESENTATIONS OR
WARRANTIES THAT THE WEBSITE, THE SERVICES, THE CONTENT OR ANY
OTHER SERVICES OFFERED IN CONNECTION WITH THE WEBSITE ARE OR
SHALL REMAIN UNINTERRUPTED OR ERROR -FREE, THE CONTENT SHALL
BE NON -INFRINGING ON ANY THIRD PARTY'S INTELLECTUAL PROPERTY
RIGHTS, THAT DEFECTS SHALL BE CORRECTED, THAT THE WEB PAGES
ON THE WEBSITE, THE SERVICES, ANY ELECTRONIC COMMUNICATION OR
THE SERVERS USED IN CONNECTION WITH THE WEBSITE ARE OR SHALL
REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD
DEVICES, TROJAN HORSES OR OTHER HARMFUL COMPONENTS, OR THAT
ANY PERSON USING THE WEBSITE WILL BE THE PERSON THAT HE OR SHE
REPRESENTS HIMSELF OR HERSELF TO BE. GALAXY DOES NOT
GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEB- SITE
AND/OR THE SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING,
OR THAT GALAXY SHALL HAVE ADEQUATE CAPACITY FOR THEWEBSITE
AND/OR THE SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC
AREA.
7.2GALAXY, ITS AGENTS, AFFILIATES AND SUPPLIERS DISCLAIM ANY
REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES
WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS
OR LAWS OR REGULATIONS.
8. LIMITATION OF LIABILITY AND INDEMNITY
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE
LIABILITY OF GALAXY, ITS AGENTS, AFFILIATES AND SUPPLIERS FOR ALL
CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT
YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO
SUCH CLAIM. IN NO EVENT SHALL GALAXY BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE WEBSITE
AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, THE
SERVICES AND/OR ANY SERVICE PROVIDED IN CONNECTION WITH THE
WEBSITE, OR FOR ANY OTHER CLAIM RELATED INANY WAY TO YOUR USE OF
THE WEBSITE, THE SERVI CES AND/OR ANY SERVICE PROVIDED IN
CONNECTION WITH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, (A)
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY
OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
Rev. 03/2023
Addendum A
YOUR ACCESS TO AND USE OF THE WEBSITE, THE SERVICES AND/OR ANY
SERVICE PROVIDED IN CONNECTION WITH THE WEB SITE, (C) ANY
UNAUTHORIZED ACCESS TO OR USE OF GALAXY'S COMPUTER SERVERS
AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE WEBSITE, THE SERVICES AND/OR ANY
SERVICE PROVIDED IN CONNECTION WITH THE WEBSITE, AND/OR (E) ANY
VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES OR
OTHER HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR
THROUGH THE WEBSITE, THE SERVICES AND/OR ANY SERVICE PROVIDED IN
CONNECTION WITH THE WEBSITE BY ANY THIRD PARTY, OR FOR ANY LOSS
OR DAMAGE OF ANY KIND.
8.2 Indemnification. You agree to defend, indemnify and hold Galaxy and its affiliates
subsidiaries, owners, directors, officers, employees, agents and suppliers harmless
from and against any and all claims, demands, suits, proceedings, liabilities,
judgments, losses, damages, expenses and costs (including without limitation
reasonable attorneys' fees) assessed against or incurred by Galaxy, directly or
indirectly, with respect to or arising out of Your use of the Services or breach of this
Agreement (collectively referred to as "Claims"). Galaxy reserves the right, in its sole
discretion and at its own expense, to assume the exclusive defense and control of
any Claims. You agree to reasonably cooperate as requested by Galaxy in the
defense of any Claims.
9.CHANGES
Galaxy reserves the right to change these Terms and Conditions, and the changes
shall be effective when posted through the Services, on our website for the Services,
or when we notify You by other means. Galaxy may also change or discontinue the
Services, in whole or in part. Any such changes published by Galaxy shall be
commercially reasonable according to acceptable standards and practices within the
web -based software as a service industry. Your continued use of the Services
indicates Your agreement to the changes. Except where such changes directly conflict
with previous terms and conditions of use of the Services, they shall not impact the
terms of Your Contract.
10. TERMINATION
Either party shall be allowed to terminate the Agreement for the following reasons by
notifying the other party in writing: (a) material breach of the Agreement, including
Rev.03/2023
Addendum A
the terms of default set forth in these Terms and Conditions; (b) failure to make
payment within sixty (60) days of the payment due date; and (c) in the event of Your
insolvency or bankruptcy.
Galaxy may immediately, in its sole discretion and without notice, terminate this
Agreement or suspend the Services if You fail to comply with this Agreement, or if
You no longer agree to receive electronic communications from Galaxy. Upon
termination, You must immediately cease and desist from using the Services, and
any outstanding payments will become due. Any termination of this Agreement shall
not affect Galaxy's rights to any payments due to it. Galaxy may terminate a free
account at any time and without cause or notice.
Should You elect to terminate this Agreement during a current multi -year Term for
any other reason, You will be responsible for any payments due to Galaxy for the
current year, in addition to an early termination fee stated in Your Service Level
Agreement for any future year(s) that You agreed to in the Contract that You signed.
11. GOVERNING LAW
This Agreement shall be governed by the laws of the State of North Carolina, without
regard to any conflicts of laws provisions.
12. DISPUTES
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS
AGREEMENT SHALL BE RESOLVED THROUGH BINDING ARBITRATION; except
that, You may assert claims in a North Carolina small claims court if Your claims so
qualify. The Federal Arbitration Act shall govern the interpretation and enforcement of
this provision; in every case, the arbitrator shall apply North Carolina law to all other
matters.
Notwithstanding anything to the contrary, any party to the arbitration may at any time
seek injunctions or other forms of equitable relief from any court of competent
jurisdiction. THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES MUST
BE BROUGHT IN THE PARTIES' INDIVIDUAL OR CORPORATE CAPACITY, AND
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND
AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND GALAXY ARE EACH
WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY.
Rev.03/2023
Addendum A
IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A
CLASS ACTION OR LITIGATE ON A CLASS -WIDE BASIS. YOU AGREE THAT
YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
13. GENERAL
These Galaxy Digital License Terms and Conditions (the "Agreement"), the Galaxy
Digital Product Use Agreement (the "Contract") Software and Services Agreement,
and the Service Level Agreement (the "SLA") (collectively, the "Contract
Documents")and any applicable Addenda and Exhibits, comprise the entire
agreement between You and Galaxy, and replace all prior understandings,
communications and agreements, oral or written, regarding the subject matter
addressed. If any court of law, having the jurisdiction, rules that any part of the
Contract Documents is invalid, then that part shall be removed without affecting the
validity and enforceability of the remainder of the Contract Documents. You shall not
assign or transfer ownership of the Contract Documents to anyone without written
approval of Galaxy. However, Galaxy may assign or transfer the Contract
Documents without Your consent to (a) an affiliate, (b) a company through a sale of
assets by Galaxy or (c) a successor by merger with Galaxy. Any assignment in
violation of this Section shall be null and void.
***************************************************************************************************
Contract Acceptance
This Contract, the Galaxy Digital Terms and Conditions, together with the
Service Level Agreement, and any pertinent credit card authorization form,
constitute the entire agreement of the parties relating to the subject matter
addressed. Your Signature acknowledges the acceptance of the linked
Terms and Conditions and License Agreement covered in the sections
above.
Rev.03/2023
Addendum B
galaxy
digital
Service Level Agreement
SERVICE HOURS
Galaxy Digital's Customer Experience Team is active and available via email Monday through Friday
between 8:30 a.m. and 5:00 p.m. Eastern Time, with the exception of national holidays. Holiday hours are
announced as applicable in your site's alerts area and on our social media accounts.
GALAXY HELP CENTER
Galaxy has created a full library of articles and videos that cover most of the standard questions and many
of the advanced ones our client's encounter. This Help Center library is accessible online at any time. If
you have a question about your Galaxy software, always check the Help Center for the quickest path to a
solution: htti)s://qalaxvdiqital.freshdesk.com/support/home
INITIATING A REQUEST FOR SUPPORT
Submit a support request by emailing our Customer Experience Team at support@galaxydigital.com or by
leaving a voicemail at (828) 575-5300, Extension 2. In either case (voicemail or email), an email "ticket" will
be created and sent to you via email. As we run an outbound support model that does not offer a direct
phone line, email is always the first and fastest step in resolving a request.
If your request covers several different issues, we may create different tickets to track each issue. In limited
cases we may deem an issue an emergency or complex enough to require a phone conversation. If so, we
will email you to schedule a call. If you request a phone call, we may ask that you provide a tentative agenda
first so we can schedule the agent who is most qualified to take the call. Calls are typically scheduled 3-6
days out from a request.
INFORMATION TO INCLUDE WHEN SUBMITTING A SUPPORT TICKET
When submitting a support ticket, please include the following information to receive the fastest resolution:
• Your company/organization name
• A description of the problem or question
• The web address for any pertinent pages you are viewing
• The names and email addresses of any users involved
• The names of any agencies/programs/nonprofits involved
Rev. 03/2021
Addendum B
SERVICE DEFINITIONS
Launch/Onboarding: You will receive an email to schedule your initial onboarding call from someone on
our Customer Experience Team. The purpose of this call is to discuss your program, outline specific goals,
and go over the steps needed to meet your target date to go live with your site. You will then receive a
follow-up email that reviews what was discussed and provides links for training and other resources moving
forward. Your Customer Experience Specialist will then check in via email throughout your preparations for
launch.
Training: Each product has a specific training regimen. The site managers' training plan will be outlined on
your first onboarding call, and will include site management training, site setup training, and resources to
help you provide program/agency manager training. If agencies will be posting on your site, they can access
free weekly recurring trainings geared to their unique roles. If you have program managers, there are
resources provided to help you onboard them to your new platform. As we release new features, trainings
will be available free of charge to all site managers, either in a live-webinar format or in a curated learning
management system.
Customer Experience Team: This Galaxy Digital team is responsible for Customer Onboarding, Training,
Support, Customer Communication, and Success. Each member is an expert in a different area of process
or software.
Ticket: A ticket is created when a question or support request is submitted to the Galaxy Customer
Experience Team by email or phone. We track and manage tickets through Freshdesk, our third -party
ticketing software. If a ticket has not received a response/update from you, you may receive an automatic
email prompting you for a response, or our system may automatically solve the ticket.
Response Time: This is the amount of time it takes a Customer Experience Team member to respond to
a newly submitted ticket. You will receive a first reply to your request within four (4) business hours of
submission.
Outbound Support Model: A customer -service model where email is always the first step to receiving
assistance. There is no direct phone line, although you can leave a voicemail. The fastest way to get
assistance is to email sugport(c�galaxvdigital.com. This model has many benefits including fast, quality
assistance by the agents who are most qualified to meet your needs. Phone calls can be scheduled upon
request and submission of an agenda, as requested.
Server Uptime: Galaxy Digital will use reasonable efforts to make the site and data consistently available
with a Monthly Uptime Percentage of at least 99.9%.
Tools: The Customer Experience Team may use any of the following tools to assist you:
• Written instructions
• Links to articles in the Help Center
• A quick, one-time custom video
• Production -quality instruction from our library of videos
• Links to available trainings
Rev. 03/2021
Addendum B
I
Vulnerability: A vulnerability is a weakness that could potentially offer exposure of the server operating
system or application code to someone who might gain access to and exploit that user data. Our Customer
Experience and Development Teams assess any vulnerabilities and categorize them as Critical, High,
Medium, and Low based on our professional judgement.
Resolution of vulnerabilities:
• Critical - we will patch these immediately.
• High - we will issue a patch within 24 hours.
• Medium - we will issue a patch within 48 hours.
• Low - we will issue a patch within one week.
Data Backups: To keep potential data loss to a minimum, all client data is backed up daily and kept for 6
months. Backup restores are tested every month.
Corporate Headquarters: We are located in Asheville, North Carolina. For questions regarding accounting
or business development please call 828-575-5300.
[See additional services on the next page.]
Rev. 03/2021
Addendum B
4
PAID SERVICES
Data Imports: Your contract includes free initial imports of standard user profile data, agency profile data,
data for current and future volunteers needs (except for needs that have multiple specific shifts), and total
sum hours per user. We will provide you with the applicable import templates, which you should complete
and email to us at support(cDaalaxvdipital.com.
Your contract does not include free imports of the following:
• details of user hours
• userresponses
• user profile -data imports with more than three custom columns.
• historical needs
The cost for these types of imports is $75 per hour with a $200 minimum charge for all data imports. Our
data specialist will review your data and give you an estimate of how much time a requested custom import
will require.
If your site requires regularly occurring imports of users, individual hours, or user groups, there is a $100.00
fee which includes access to a self-service import tool and the training you'll need to complete your specific
imports.
Custom Reports: Should our standard reports not provide the information you need, or in a format you
require, a custom report can be built. Custom reports can display any of the data points that you collect
within the software. Custom reports cost $75/hour, and the complexity of the report will dictate the final
cost.
CONTRACT CANCELLATION
Once a cancellation request is submitted in writing and is deemed to be within the terms of your contract,
a Galaxy Digital representative will notify you of your site -termination date by email. Your site will no longer
be accessible after this date. Should you require data or access to the site after this date, the following
costs will be incurred:
• $75 fee for reactivation. Once we receive this payment, you will be able to access the site for five
days.
• $135 fee for reactivation plus one hour of data retrieval work by our team.
• $87/hour will be charged for each additional hour of data retrieval work required.
Rev. 03/2021
ADDENDUM TO GET CONNECTED AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
GALAXY DIGITAL, LLC
This Addendum to the Get Connected Agreement ("Addendum") is entered into by and
between Galaxy Digital, LLC ("Vendor") and the City of Fort Worth ("City"), collectively the
"parties."
The Contract documents shall include the following:
1. The Get Connected Agreement;
2. Addendum A, Galaxy Digital License Terms and Conditions;
3. Addendum B, Service Level Agreement; and
4. This Addendum.
Notwithstanding any language to the contrary in the attached Get Connected Agreement,
Addendum A, or Addendum B ([collectively referred to herein as] the "Agreement"), the parties
stipulate by evidence of execution of this Addendum below by a representative of each party duly
authorized to bind the parties hereto, that the parties hereby agree that the provisions in this
Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement shall commence upon the date signed by the Assistant City
Manager below ("Effective Date") and shall expire no later than 9/l/2024 ("Expiration Date"),
unless terminated earlier in accordance with the provisions of this Agreement or otherwise
extended by the parties. This Agreement may be renewed for _four_ (4) 1 year renewal periods
at the City's option, each a "Renewal Term." The City shall provide Vendor with written notice of
its intent to renew at least thirty (30) days prior to the end of each term.
2. Compensation. The City shall pay Vendor an amount not to exceed $13,000.00 in
accordance with the provisions of the Contract Documents, which are attached hereto and
incorporated herein for all purposes. Vendor shall not perform any additional services for the City
not specified by this Agreement unless the City requests and approves in writing the additional
costs for such services. The City shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless the City first approves such expenses in writing.
3. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination. No prepaid funds shall be refundable if contract is cancelled for convenience.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
Addendum Page I of 6
receipt of notice from the non -breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non -breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
4. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
5. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
6. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
Addendum Page 2 of 6
7. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnitv. Vendor agrees the exclusions or limits of
liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss
arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's
misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To
the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third parry
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non -infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Addendum Page 3 of 6
10. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws, and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work,
or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City. City acknowledges and
accepts that all client data is house on AWS in the United States.
11. No Mandatory Arbitration. To the extent the Agreement requires mandatory
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
13. Public Information. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
Addendum Page 4 of 6
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
14. Addendum Controllinfz. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
15. Ri2ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
Addendum Page 5 of 6
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
Digitally signed by Rayne Telles
Date: 2023.09.07 16:01:58
By:-05'00'
Name: Reyne Telles
Title: Chief Communications Officer
Date:
Vendor:
Walter Dickinson Digitally signed by Walter
III Dickinson III
By:
Date: 2023.09.11 17:14:16-04'00'
Name: Walter Dickinson
Title: CEO
Date:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name:
Title:
Michelle Frey
Gutt
Michelle L. Gutt
Digitally signed by Michelle Frey
Gutt
Date: 2023.09.07 08:29:07-05'00'
Communications & Public Engagement Director
Approved as to Form and Legality:
By:
Name:
Title:
Digitally signed by Taylor Paris
Taylor P a rl S
Date: 2023.09.07 09:00:37
-05'00'
Taylor C. Paris
Assistant City Attorney
Contract Authorization:
M&C:
Signature:5`
Email: allison.tidwell@fortworthtexas.gov
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Madelyn Mackey
By:
2023.09.05 15:12:14-05'00'
Name: Madalyn Mackey
Title: Volunteer Services Coordinator
City Secretary:nnnnnna*
a°f e�a9�o
�dcnn�zos �
Digitally signed by Jannette
Jannette Goodall
Goodall
By: Date: 2023.09.07 09:10:11-05'00'
Name: Jannette S. Goodall
Title: Acting City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 6 of 6