WebQA 10/5/2016 - Laserfiche WebLink

WEBOA MASTER SERVICE(S) AGREEMENT For GovQA FOIA Applications city THIS MAS 11;R SERVICE(S) AGREEMENT (the "Agreement") between WEBQA,Inc.("WEBQA")with its principal place of business Upon any termination,WEBQA will discontinue Service(s) under this at 900 S. Frontage Road, Suite 110 Woodridge, IL, 60517 and the agreement. WEBQA shall retain all Customer data for a minimum of Customer of Everett,a Customer with its principal place of business at ninety(90)days.Customer shall have ninety(90)days to request a copy 2930 Wetmore Avenue, Everett, WA 98201 ("Customer") is made of its data in its entirety* in a mutually agreed upon, commercially effective as of October 1,2016("Effective Date".) standard format. Provisions of this Agreement regarding Ownership, I 1. WEBQA DELIVERY OF SERVICE(S): Liability,Confidentiality and Miscellaneous will continue to survive. WEBQA grants Customer a non-exclusive, non-transferable, limited 6. HOLD HARMLESS license to access and use WEBQA Service(s) on the Authorized A.WEBQA shall assume the risk of,be liable for,and pay all damage, Website(s)identified in the attached Schedule A in consideration of the loss, cost and expense of any party, including any of its employees, fees and terms described in Schedule A. This Agreement will also arising out of the performance of this Agreement,except that caused by govern all additional Schedules for Service(s). negligence and/or willful misconduct solely of Customer and its 2. CUSTOMER RESPONSIBILITIES: employees acting within the scope of their employment or content Customer acknowledges it is receiving only a limited license to use the created by the Customer including the infringement of any patent, Service(s) and related documentation, if any, and shall obtain no title, Copyri t, trade secret, trademark, confidential information or other ownership nor any other rights in or to the Service(s) and related proprietary right of any third party. WEBQA shall hold harmless from documentation, all of which title and rights shall remain with WebQA. and indemnify Customer against all claims, losses,suits, actions,costs, However,Customer will retain ownership of all its data in the system. counsel fees,litigation costs,expenses,damages,judgments,or decrees by reason of damage to any property or business and/or any death, Customer agrees that (1) this license is limited to applications for its injury or disability to or of any person or party,including any employee, own use and may not lease or rent the Service(s)nor offer its use for arising out of or suffered, directly or indirectly, by reason of or in others; (2) WebQA is not responsible for content placed into the connection with the performance of this Agreement or any act,error or Service(s); (3) that the Service(s) will not be used to capture omission of WEBQA,WEBQA's employees,agents or subcontractors, confidential information of any kind such as social security numbers or whether by negligence or otherwise. individual financial data or other sensitive data; and, (4) that it will maintain the Authorized Website(s) identified in Schedule A, provide B.With respect to WEBQA's obligations to hold harmless, indemnify WEBQA with all information reasonably necessary to setup or establish and defend provided for herein,but only as such obligations relate to the Service(s)on Customer's behalf,and allow a"Powered by GovQA" claims,actions or suits filed against the County,WEBQA further agrees logo with a hyperlink to WebQA's website home page on the to waive its immunity under the Industrial Insurance Act, Title 51 Authorized Website. RCW,for any injury or death suffered by WEBQA's employees caused 3. SERVICE(S)LEVELS: by or arising out of WEBQA's acts, errors or omissions in the WEBQA will use commercially reasonable efforts to backup and keep performance of this Agreement. This waiver is mutually negotiated by the Service(s) and Authorized Website(s) in operation consistent with the parties. applicable industry standards and will respond to customers' requests for support during normal business hours. C. WEBQA's obligation shall include, but not be limited to THE SERVICE(S)ARE PROVIDED ON AN "AS IS"BASIS, AND investigating, adjusting, and defending all claims alleging loss from CUSTOMER'S USE OF THE SERVICE(S) IS AT ITS OWN RISK. action, error or omission or breach of any common law, statutory or WEBQA DOES NOT WARRANT THAT THE SERVICE(S) WILL other delegated duty by WEBQA, WEBQA's employees, agents, or BE UNINTERRUPTED OR ERROR-FREE OR UNAFFECTED BY subcontractors. FORCE MAJEURE EVENTS. 7. ACCEPTABLE USE: • 4. WARRANTY AND LIABILITY: Customer represents and warrants that the Service(s)will only be used WEBQA MAKES NO REPRESENTATION OR WARRANTY AS TO for lawful purposes,in a manner allowed by law, and in accordance with MERCHANTABILITY OR FITNESS FOR A PARTICULAR reasonable operating rules, policies, terms and procedures. WEBQA PURPOSE EXCEPT AS OTHERWISE STATED HEREIN OF THE may, upon misuse of the Service(s), request Customer to terminate SERVICE(S) AND SHALL HAVE NO LIABILITY FOR ANY access to any individual and Customer agrees to promptly comply with CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING,BUT such request unless such misuse is corrected. NOT LIMITED TO, DATA LOSS AND BUSINESS 8.CONFIDENTIALITY: INTERRUPTION, AND THE PARTIES AGREE THAT THE ONLY Each party hereby agrees to maintain the confidentiality of the other REMEDIES THAT SHALL BE AVAILABLE TO CUSTOMER party's confidential and proprietary materials and information, UNDER THIS AGREEMENT SHALL BE THOSE EXPRESSLY SET including but not limited to, all information, knowledge or data not FORTH IN THIS AGREEMENT. WEBQA'S LIABILITY UNDER generally available to the public which is acquired in connection with ALL CIRCUMSTANCES INVOLVED HEREIN IS EXPRESSLY this Agreement,unless disclosure is required by law. Each party hereby LIMITED TO THE AMOUNT RECEIVED BY WEBQA UNDER agrees not to copy,duplicate,or transcribe any confidential documents THIS AGREEMENT. of the other party except as required in connection with their 5.TERMINATION: performance under this Agreement. Customer acknowledges that the Customer may terminate this agreement upon sixty (60) days written Service(s)contain valuable trade secrets,which are the sole property of notice to WEBQA for any reason other than breach, in which case WebQA, and Customer agrees to use reasonable care to prevent other payment shall be made for the services and corresponding reimbursable parties from learning of these trade secrets or have unauthorized access expenses, if any, reasonably and directly incurred by WEBQA in to the Service(s).WebQA will use reasonable efforts to insure that any performing this Agreement prior to receipt of the termination notice. / 9/22/2016 1 of 5 ,WebQA Services 160919v1 Laserfiche IFINAL ' .:! • - .. . _ it a Party Initials: