HomeMy WebLinkAbout5220Contract Number
Vendor
Sub�ect.
Department
File Class
Begin Date
End Date
Review Date
Vault Date:
Comments :
R
5220
AGENDAPAL
Automated Agenda Process
City Clerk
LEG 12-1
11/2/2012
Monthly Subscription until cancelled
Public Records Request Exemption Log
Laserfiche Weblink
City Clerk - Contracts
Date of # of Author or Type of Description Exempt�on How the Exempt�on Applies
Document Pages Record
11/2/2012 1 AgendPal Order Credit Card RCW 42 56 230(4) Bank and other financial account information has been redacted pursuant to 42 56 230(4)
Form/Contract Information which provides that credit card numbers, debit card numbers, electrornc check numbers, card
expiration dates, or bank or other financial account numbers, are exempt from public
inspection and copymg except when disclosure is expressly required by or governed by other
law
�
�� l�g����af'al
AgendaPal Corporation
11584 Cedarchffe Dr
Austin, TX 78750
Client Name C�ty of Bremerton
Contact Name Shannon Conn
Bilimg Address 345 6th Street, Sude 600
Bremerton, WA 98337
Product D�Is
CTV30K - A�daPal mordMy subscnphon for CiUeslfow�ll�qes with a pop�abon less than 40,000
Qty 4ist Pnce Totai
1 $399 OD $399 00
You are purchasing the AgendaPal subscnption outl�ned above The pricing listed is for a monthly
subscript�on term Your subscription includes unlimited users a chnical support Your subscription
also includes up to 100G6 of data storage at any time and up t���B of data transfer per monthly
term If you exceed ither of these limits, you will be ch�rged an additional $0 25 per G exce� s at
the end ofthe term � /` Y�S G�QI���o� �t$ s�fli1LQ_1t. �/t
�3►'�m Cr(�tic �x � er���c./ a hd .,�'�'elr�a' �v �,�.,r d
YOUR AGENDAPAL SUBSCRIPTI N INCLUDES THE FOLLOWING FEATURES � �� �e � ����
Number of Users - Unlimited �
Meebng Types/Frequency - Uniimited � ��� Q�
Create MeeUngs - Included
Subm�UAdd Agenda Items - Included �//'1G�
File Attachments - Included
Create Agendas - Included
Create Agenda Packets - Included
Item Approval Workflow - Inciuded
Create Minutes - Included
Automated Web Publishing of Agenda - Included
Automated Web Publishing of Agenda Packet - Inctuded
Automated Web Publishing of M�nutes — Included
24x7 Support (Excluding Observed Holidays) = Included -
Your monthly subscnption wdl automatically renew for another monthly term unless notice to not renew is received pnor to the end of
the current monthly term as per the Master Subscnption Agreement
Please select one of the payment methods outlined below by checking the space next to your desired option
�/ CREDIT CARD PAYMENT OPTION
By selecting this option, you authonze AgendaPal Corporation to charge the credit card listed below for the monthly charges outimed
in this qu te ortn as per the terms and conditions outlined in this Order Form and Agreement �� �� (/OJ L.� Wl�/� ��
lY�vn-�'I�� �kd�''� 1°a�n���f, ���
Card Type (circie one) asterCard Visa
Card Number
Expiration Date
Carholder Narne
Card Bdling Street Address
�
Card Bdlmg City, State & ZIP/Postal Code ���m��{1 �/t �O�J �
.� . , . ,�
Order Number 660356000000566069
IW1i0iCE OFTi iOFi
By selecting this option, you authonze AgendaPal Corporation to invoice you for the monthly charges outlmed in th�s Order Form and ��
Agreement r
�E
Your Purchase Order/Blanket PO Number (optional) ��
i�
Master Subscription Agreement '�
THIS AGREEMENT ("AGREEMENT") GOVERNS YOUR PURCHASE AND ONGOING USE OF THE SERVICES DEFINED HEREIN ��
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU
HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" ;i
SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH �j
THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES �I
1 DEFINITIONS
"Services" means the ontine, Web-based applications and ptatform provided by Us via http //www agendapal com,
http //agendapat cloudapp net, and/or other designated websites as described in the User Guide, that are
ordered by You under an Order Form, including associated offtine components but excluding Third Party
Applications
"Third-Party Applications" means online, Web-based apptications, and offline software products that are
provided by third parties, interoperate with the Services, and are identified as third-party apptications
For the purposes of this Agreement, the Microsoft Windows Azure hosting ptatform, where the Services are
hosted and operate, is considered a third-party application
"Users" means individuats who are authorized by You to use the Services and who have been supptied user
identifications and passwords by You (or by Us at Your request) Users may include but are not limited to
Your employees, consuttants, contractors and agents, or third parties with which You transact business
"We," "Us" or "Our" means AgendaPat Corporation
"You" or "Your" means the company or other tegat entity for which you are accepting this Agreement
"Your Data" means all etectronic data or information submitted by You to the purchased Services
2 USE OF THE SERVICES
2 1 Our Responsibilities We shall (i) provide to You basic support for the purchased Services at no ��
additional charge, and/or upgraded support if purchased separately, (ii) use commerciatty reasonable efforts
to make the purchased Services avaitable 24 hours a day, 7 days a week, except for (a) planned downtime (of �
which We shall give at least 8 hours notice via the purchased Services or emait and which We shall schedule
to the extent practicable during the weekend hours from 9 00 p m Centrat time Friday to 6 00 a m Centrat �
time Monday), or (b) any unavaitability caused by circumstances beyond Our reasonable controt, including �
without timitation, acts of God, acts of government, ftood, fire, earthquakes, civit unrest, acts of terror, i�
strikes or other tabor probtems (other than those involving Our employees), Faiture or downtime in Third- 'j
Party, or Internet service provider failures or detays, and (iii) provide the purchased Services only in !;
accordance with applicable laws and government regulations ',
2 2 Your Responsibitities You shall (i) be responsible for Users' comptiance with this Agreement, (ii) be
solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which
You acquired Your Data, (iii) use commerciatly reasonabte efforts to prevent unauthorized access to or use of
the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services onty
in accordance with the User Guide and appticable laws and government regulations You shall not (a) make the
Services available to anyone other than Users, (b) sett, reselt, rent or lease the Services, or (c) use the
Services to store or transmit infringing, libetous, or otherwise unlawful or tortious material
2 3 Usage Limitations Services may be sub�ect to other timitations, such as, for example, limits on disk
storage space, on the number of calls You are permitted to make against Our application programming
interface, and, for Services that enable You to provide pubtic websites, on the number of page views by
visitors to those websites Any such limitations are specified in the User Guide and/or Order Form and
incorporated herein by reference
3 FEES AND PAYMENT FOR PURCHASED SERVICES
3 1 Service Fees You shall pay all fees specified in alt Order Forms hereunder Except as otherwise
specified herein or in an Order Form, (i) fees are quoted and payable in United States doltars (ii) fees are
based on services purchased and not actual usage, and (iii) payment obligations are non-cancelabte and fees
paid are non-refundable Service subscription fees are based on monthly periods that begin on the
subsc nption start date and each applicable renewal term
3 2 Invoicing and Payment You wilt provide Us with valid and updated credit card information, or with a
valid purchase order or alternative document reasonably acceptabte to Us If You provide credit card
information to Us, You authorize Us to charge such credit for atl Services listed in the Order Form for the
initiat subscription term and any renewal subscription term(s) Such charges shatt be made in advance, either
monthty or in accordance with any different bilting frequency stated in the applicable Order Form If the
Order Form specifies that payment will be by a method other than a credit card, We witt invoice You in
advance Untess otherwise stated in the Order Form, invoiced charges are due upon receipt of the invoice or
the date tisted on the invoice, whichever is later
3 3 Taxes Untess otherwise stated, Our fees do not include any taxes, tevies, duties or similar
governmental assessments of any nature, inctuding but not limited to vatue-added, sates, use or withholding
taxes, assessable by any tocal, state, provincial, federal or foreign �urisdiction (coltectivety, "Taxes")
You are responsibte for paying alt Taxes associated with Your purchases hereunder If We have the legat
obligation to pay or cotlect Taxes for which You are responsible under this paragraph, the appropriate amount
shall be invoiced to and paid by You, unless You provide Us with a vatid tax exemption certificate authorized
by the appropriate taxing authority For clarity, We are sotely responsible for taxes assessable against it
based on Our income, property and emptoyees
4 PROPRIETARY RIGHTS
4 1 Reservation of Rights Sub7ect to the timited rights expressty granted hereunder, We reserve all rights,
title and interest in and to the Services, inctuding atl retated intellectuat property rights No rights are
granted to You hereunder other than as expressty set forth herein
4 2 Ownership of Your Data As between Us and You, You exclusively own all rights, title and interest in and
to all of Your Data
4 3 Suggestions We shalt have a royalty-free, wortdwide, transferable, sublicenseable, irrevocabte,
perpetual license to use or incorporate into the Services any suggestions, enhancement requests,
recommendations or other feedback provided by You, inctuding Users, relating to the operation of the Services
5 WARRANTIES AND DISCLAIMERS
5 1 Our Warranties We warrant that the Services shatl perform materialty in accordance with the User Guide
For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 7 3
(Termination for Cause) and Section 7 4(Refund or Payment upon Termination) betow
5 2 Mutual Warranties Each party represents and warrants that it has the legal power to enter into this
Agreement
5 3 Disclaimer EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WFiETHER
EXPRE55, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW
6 LIMITATION OF LIABILITY
6 1 Limitation of Liabitity IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED
TO THIS AGREfMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT
PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF (USD) $100,000 OR THE AMOUNT
PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT
OBLIGATIONS UNDER SECTION 3(FEES AND PAYMENT FOR PURCHASED SERVICES)
6 2 Exctusion of Consequential and Related Damages IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE
OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUEf�ffIAL, COVER
OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND
WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THE FOREGOING DISCLAIMER SHALL
NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW
7 TERM AND TERMINATION
7 1 Term of Agreement This Agreement commences on the date You accept it and continues for the Term of
Purchased Service Subscriptions outlined in section 7 2 betow If You elect to use the Services for a free
triat period and do not purchase a subscription before the end of that period, this Agreement wilt terminate
at the end of the free trial period
7 2 Term of Purchased Service Subscriptions Service subscriptions purchased by You commence on the start
date specified in the applicable Order Form and continue for the subscription term specified therein Except
as otherwise specified in the applicable Order Form, att Services subscriptions shalt automaticalty renew for
additional periods equal to the expiring subscription term, unless either party gives the other notice of
non-renewat The per-unit pricing during any such renewal term shall be the same as that during the prior
term unless We have given You written notice of a pricing increase at least 15 days before the end of such
prior term, in which case the pricing increase shalt be effective upon renewal and thereafter
7 3 Termination-for Cause A party may terminate this Agreement for cause (i) upon 30 days written notice
to the other party of a material breach if such breach remains uncured at the expiration of such period, or
(ii) if the other party becomes the sub�ect of a petition in bankruptcy or any other proceeding relating to
insotvency, receivership, tiquidation or assignment for the benefit of creditors
7 4 Refund or Payment upon Termination Upon any termination for cause by You, We shall refund You any
prepaid fees covering the remainder of the term of alt subscriptions for Services after the effective date of
termination Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of
the term of atl Order Forms after the effective date of termination In no event shall any termination
relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of
termination
7 5 Return of Your Data Upon request by You made within 30 days after the effective date of termination of
a purchased Services subscription, We will make available to You for download a file of Your Data in comma
separated vatue ( csv) format along with attachments in their native format After such period, We shall have
no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, detete
all of Your Data in Our systems or otherwise in Our possession or under Our control
7 6 Surviving Provisions Section 3(Fees and Payment for purchased Services), 4(Proprietary Rights), 5 3
(Disclaimer), 6(Limitation of Liability), 7 4(Refund or Payment upon Termination), 7 5(Return of Your
Data), 8(Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 9(Generat Provisions)
shatt survive any termination or expiration of this Agreement
8 WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
8 1 General Who You are contracting with under this Agreement, who You should direct notices to under this
Agreement, what taw wilt apply in any lawsuit arising out of or in connection with this Agreement, and which
courts can ad�udicate any such tawsuit, is outtined betow
You are contracting with
AgendaPat Corporation, a Nevada corporation
Notices shoutd be addressed to
For AgendaPal
AgendaPal Corporation
ATTN Contracts Administrator
11584 Cedarctiffe Dr
Austin, TX 78750
For You
Company �.f �� �►��`�1���
-------------------------------
Attention __ �Trn.l � �____��,( /�_�_
- ---�-----------�-
Physicat Address _�� K�� _�Y _�_4�(�L�/ � _��_
City/State/ZIP _� __K-��� � __- �/`J�1 � d �j3?____-_-_
The governing taw is
Laws of the State of ���(j ��. ____ and controlling United States federal taw
�
The courts having exctusive �urisdiction are
8 3 Agreement to Governing Law and Jurisdiction Each party agrees to the applicabte governing taw above
without regard to choice or conflicts of law rutes, and to the exctusive �urisdiction of the applicabte
courts above
8 4 Waiver of Jury Triat Each party hereby waives any right to �ury triat in connection with any action or
litigation in any way arising out of or related to this Agreement
9 GENERAL PROVISIONS
9 1 Retationship of the Parties The parties are independent contractors This Agreement does not create a
partnership, franchise, �oint venture, agency, fiduciary or emptoyment relationship between the parties
9 2 No Third-Party Beneficiaries There are no third-party beneficiaries to this Agreement
9 3 Waiver and Cumulative Remedies No failure or delay by either party in exercising any right under this
Agreement shatt constitute a waiver of that right Other than as expressty stated herein, the remedies
provided herein are in addition to, and not exctusive of, any other remedies of a party at law or in equity
9 4 Severability If any provision of this Agreement is held by a court of competent �urisdiction to be
contrary to law, the provision shatl be modified by the court and interpreted so as best to accomptish the
ob�ectives of the original provision to the futtest extent permitted by taw, and the remaining provisions of
this Agreement shalt remain in effect
9 5 Assignment Neither party may assign any of its rights or obligations hereunder, whether by operation of
taw or otherwise, without the prior written consent of the other party (not to be unreasonabty withheld)
Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including atl Order
Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition,
corporate reorganization, or sate of att or substantialty atl of its assets not invotving a direct competitor
of the other party A party's sote remedy for any purported assignment by the other party in breach of this
paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice
to the assigning party In the event of such a termination, We shall refund to You any prepaid fees covering
the remainder of the term of att subscriptions after the effective date of termination Sub7ect to the
foregoing, this Agreement shatt bind and inure to the benefit of the parties, their respective successors and
permitted assigns
9 6 Entire Agreement This Agreement, including alt exhibits and addenda hereto and att Order Forms,
constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements,
proposats or representations, written or orat, concerning its sub�ect matter No modification, amendment, or
waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted
etectronicalty by the party against whom the modification, amendment or waiver is to be asserted However, to
the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any
exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall
prevait Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase
order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of
this Agreement, and att such terms or conditions shatl be nult and void
For AgendaPal
Signature _
Name
For
Sign
Name
Title
Date
Titt
Date
e __�1�E_!`_�__/_2_ OT �r�/�1i►�C/�L J�l�I�
,2 �/av %2J
8 2 Manner of Giving Notice Except as otherwise specified in this Agreement, all notices, permissions and
approvals hereunder shall be in writing and shalt be deemed to have been given upon (i) delivery by a
reputable overnight carrier, or (ii) the fifth business day after mailing via certified mait, return receipt
requested, with the United States Postal Service Notices to cancel your subscription may be made by one of
the methods outtined above or by emaiting billing@agendapat com