2015/02/04 Council Agenda Packet

i. PROCESSING PLAN.The Customer shall have the right to choose one of five Customer Data processing plans I (each, a"Plan") based on their preference of License and Fee structure. 1. Plan 1: The Term Payment Plan allows the Customer to purchase a certain amount of Miovision Platform usage,for the Term noted on the Sales Order Form.This Term shall be divided into Billing Periods and the number of Billing Period shall also be noted on the Sales Order Form. Under this Plan, the Customer is invoiced each Billing Period for the greater of: (i) 1/nth of the Term Payment Plan amount, with"n"being the total number of Billing Periods in the Plan, and (ii) the actual usage for the given Billing Period, with the balance of remaining Miovision Platform usage continuing to be reduced in this way until the Customer's balance reaches zero.Any balance remaining in the Term Payment Plan expire at the end of the Term. Once the Customer's Term Payment Plan is used in full, the Customer will thereafter be billed monthly for usage of the Miovision Platform at the Pay-As-You-Go rates(as defined above in Plan 2) until a new Term Payment Plan is purchased. 2. Plan 2: Pay-As-You-Go allows the Customer to pay for actual Miovision Platform usage at the end of each month, at the agreed upon rate. 3. Plan 3:The Term-Go Plan allows the Customer to commit to a certain amount of Miovision Platform usage at a discounted rate for the Term noted on the Sales Order Form. At the end of the Term, if the Customer has not used all of their Term-Go Plan, they will have two options: (i) purchase the remaining Miovision Platform usage under a Pre-Paid Plan, at the initial discounted rate, that will expire one year from the date of purchase or(ii)forfeit the discounted rate and pay for their Miovision Platform usage over the Term at the Pay-As-You-Go rate in place at the end of the Term (as determined by Miovision). 4. Plan 4:The Pre-paid Plan allows the Customer to purchase an amount of Miovision Platform usage in advance at a discounted rate.As the Miovision Platform is used, the Customer's Pre-paid Plan balance decreases. Pre-paid Plans expire three years from the date of purchase. Once the Customer's Pre-paid Plan is used in full, the Customer will thereafter be billed monthly for usage of the Miovision Platform at the Pay- As-You-Go rates (as defined above in Plan 2) until a new Pre-paid Plan is purchased. 5. Plan 5:The Customer shall have the option to purchase Miovision Platform usage at a rate which will include the full cost of any Hardware purchased by the Customer from Miovision payable over the Term.The Customer shall confirm its choice, the amount of Miovision Platform usage being purchased, the length of the Term and the monthly payment amounts, all as outlined on the Order Form, and as confirmed by Miovision's monthly invoice. In the event this Agreement is terminated prior to the end of the Term by either Party, the Customer shall be responsible for payment of the full price of the Hardware as calculated and advised by Miovision. '. TURNAROUND TIME. 1. Miovision shall use reasonable efforts to provide analysis of videos uploaded to the Miovision Platform and deliver the resulting data in the relevant turnaround selected by the Customer within the Miovision Platform. 2. All turnaround time calculations are target commitments that Miovision shall seek to meet on a consistent basis. 3. The Customer acknowledges that circumstances outside the control of Miovision, including acts of God, other force majeure events, hardware, software and /or communications systems failures and other similar occurrences may impact on Miovision's ability to achieve target service levels from time to time. Miovision shall not be liable for any claims resulting therefrom provided it is using its reasonable best efforts to reinstate normal service levels and system access. 3. OWNERSHIP AND CONFIDENTIALITY. 83