HomeMy WebLinkAboutC-5383 - Software as a Service (SAAS) Agreement�f
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SOFTWARE -AS -A- SERVICE (SAAB) AGREEMENT
This Software -as -a- Service (SooS) Agreem nt (including any Order Schedules, as amended and In effect from time to
time, the Agreement), effective as of 12 l3 28t2 (Effective Date), is between PubNcStuff Inc„ a Delaware
corporation, with an address at 286 Sth Avenue, 6th Floor, New York, NY 10001, USA ( PubNcStuff), and Newport Beach,
a California Municipality, w €th on address at 3300 Newport Blvd, Newport Beach, CA 92663 (Customer), PubNcStuff
and Customer agree as follows:
INTRODUCTION.
Public$tuff provides a too[ that Customer can use to
understand issues surfaced by users of the PubNcStuff
applications In respect of Customer's city, municipality,
facility, complex, building or compus, By subscribing for
the PubNcStuff Service, PubNcStuff allows Customer to
Interact directly with individuals in the Customer's
location by providing such individuals with tools and
applications to report issues, concerns or problems to
Customer for efficient resolution, The PubNcStuff
Services are made available to Customer through a
password- protected hosted interface and dashboard
provided by PubNcStuff.
1. DEFINITIONS.
Implementation Services means services provided to
Customer to integrate and implement the PubNcStuff
Services, as may be mutually agreed upon by the
parties.
Platform means all ideas, concepts, Inventions, systems,
platforms, software, dashboards, interfaces, tools,
utilities, templates, forms, techniques, methods,
processes, algorithms, know -how, trade secrets and
other technologies, implementations and information
that are used by PubNcStuff in providing the PubNcStuff
Services,
PubNcStuff Data means all data and information
created, received, processed or provided by PubNcStuff
in performing the PubNcStuff Services, or that result from
performance of the PubNcStuff Services.
Public$h& Services means, collectively, the interface
and dashboard hosted by PubNcStuff and provided to
Customer from time to time, the PubNcStuff Data, the
Platform, the Implementation Services and the
documentation. The PubNcStuff Services Include any
change, Improvement, extension or other new version
thereof that is developed or otherwise made available
to Customer.
Third -Party Applications means online, Web -based
applications and offline software products that are
provided by third parties, intemperate with the
PubNcStuff Services. and are identified as ihird -party
applications.
2. PUDUCSTUFF SERVICES.
2.1 Order Schedules, This Agreement will be
implemented through one or more written orders that
reference this Agreement and contain such information
as generally illustrated in Exhibit A attached hereto
(Order Schedules). Any change to the terms of this
Agreement within an Order Schedule will apply only to
the PubNcStuff Service described therein. PubNcStuff
may provide the PubNcStuff Services directly, or
indirectly using contractors or other third party vendors
GDSYP&MIS38532.3
or service providers. PubNcStuff agrees that it shall be
fully responsible for performance of PubNcStuff Services
for Customer by any such third party contractors,
vendors or service providers.
2.2 PubttcSfuff Services. Subject to oil terms and
conditions of this Agreement, PubNcStuff will use
commercially reasonable efforts to operate and host
the Platform in connection with making the Publ €cStuff
Services available to Customer in accordance with the
service levels attached hereto as Exhibit 6. PubNNcStuff
reserves the right to modify the PubNcStuff Services (in
whole or in port) at any time, provided that Publ €cStuff
will not materially reduce the functionality of the
PubNcStuff Services.
2.3 Analyttes. PubNcStuff hereby grants Customer ail
necessary rights to access and analyze PubNcStuff Data,
solely via the PubNcStuff Services during the term of this
Agreement.
2.4 Third -Party Products and Services. PubNcStuff may
offer Third -Party Applications for sale under Order
Schedules. Any other acquisition by Customer of Third -
Party Applications, and any exchange of data between
Customer and any third -party provider, is solely
between Customer and the applicable third -party
provider. PubNcStuff does not warrant or support third -
party products or services, except as specified in an
Order Schedule. No purchase of third -party products or
services is required to use the PubNcStuff Services,
2.3. Third -Party Applications and Customer Content. If
Customer installs or enables Turd - Porty Applications for
use with the PubNcStuff Services, Customer
acknowledges that PubNcStuff may allow providers of
those Third - Porty Applications to access Customer
Content as required for the interoperation of such Third -
Party Applications with the PublieStuff Services.
PubNcStuff shall not be responsible for any disclosure,
modification or deletion of Customer Content resulting
from any such access by Third -Party Application
providers.
2.6 Availability of Third Party Applications. PubNcStuff
Service features that Intemperate with Third Party
Applications depend on the continuing availability of
such Third Party Applications. If such Third Party
Applications cease to be available on reasonable terms
for Inclusion to the PubNcStuff Services, PubNcStuff may
cease providing such Third Party Applications without
entitling Customer to any refund, credit, or other
compensation.
2.7 Support. PubNcStuff will use commercially
reasonable efforts to provide Customer with technical
support and updates for the PubNcStuff Services as set
forth in Exhibit B attached hereto.
2.8 timitallons. PubNcStuff will not be responsible or liable
Page I
for any failure In the PublicStuff Services resulting from or
attributable to (a) usage in excess of the usage for which
Customer has ordered pursuant to on applicable Order
Schedule, (b) failures in any telecommunications, network
or other service or equipment that are not within
Publicstuff's reasonable control, (c) Customer's
negligence, acts or omissions, (d) any force majeure or
other cause beyond PublicStuffs reasonable control,
(e) scheduled maintenance in accordance with EWE
or (f) unauthorized access, breach of frewalls or other
hocking by turd parties, except to the extent such access,
breach or hocking Is caused by Public$tuff's negligence or
willful misconduct.
2.7 Privacy. PublicStuff shall collect, process and store
personally identifiable information in accordance with
Publ€cStuff's privacy policy located at
http: / /www.publicstuff.com /privacy.
2,10 feedback Customer may, from time to time and in
its sole discretion. make suggestions for changes,
modifications or improvements to the PublicStuff
Services (feedback). All feedback shall be solely
owned by PublicStuff (including with respect to all
Intellectual property rights therein) and sholi also be
PubtfcStuff's confidential information. Customer shall
and hereby does make all assignments necessary to
achieve such ownership.
3. PROPRIETARY RIGHTS.
S.1 PublicStuff Services. Except for the limited rights
and licenses expressly granted to Customer hereunder,
no other license is granted, no other use Is permitted
and Publ icStuff (and its licensors) shall retain all rights,
title and Interests (including oil intellectual property and
proprietary rights) in and to the PublicStuff Services.
3.2 Customer Content. Customer shalt own all rights in
of content and data created or provided by Customer
{Customer Content), subject to the rights and licenses
granted herein, During the term of this Agreement,
Customer hereby grants PublicStuff and its successors a
worldwide royalty-free, nonexclusive, subiicensable right
and license to exploit and use Customer Content in
connection with the provision or exploitation of the
PublicStuff Services. All customer content designated In
the Publicstuff system as private will remain private and
unavailable for public distribution by Publ €cStuff.
3,3 Restrictions. Except as expressly permitted in this
Agreement, Customer shall not directly or indirectly
(a) use any of PublicStuffs Confidential Information to
create any service. software, documentation or data
that is similar to any aspect of the PublicStuff Services,
provided that the foregoing does not prohibit
independent development of similar functionality by
Customer or third parties. (b) disassemble. decomp €le,
reverse engineer or use any other means to attempt to
discover any source code of the Platform, or the
underlying ideas, algorithms or trade secrets therein,
(c) encumber, sublicense, transfer, rent, loose, time-
share or use the PublicSiuff Services in any service
bureau arrangement or otherwise for the benefit of any
third party, (d) copy, distribute, manufacture, adapt,
create derivative works of, translate, localize, port or
otherwise modify any aspect of the PubllcStuff Services,
je) use or allow the transmission, transfer, export, re-
export or other transfer of any product, technology or
information it obtains or looms pursuant to this
Agreement (or any direct product thereof) in violation
of any export control or other laws and regulations of
the United States or any other relevant jurisdiction or
(f) permit any third party to engage in any of the
foregoing proscribed acts.
4. CONFIDENTIALITY. Each party agrees that the
business, technical and financial Information, that is
designated in writing as confidential, or Is disclosed in a
manner that a reasonable person would understand the
confidentiality of the information disclosed, shall be the
confidential property of the disclosing party and its
licensors ( "Confidential Information"). Confidential
Information does not include 'information that (a) Is
previously rightfully known to the receiving party without
restriction on disclosure, (b) Is or becomes known to the
general public, through no act or omission on the port
of the receiving party, (c) is disclosed to the receiving
party by a third party without breach of any separate
nondisclosure obligation, or (d) Is independently
developed by the receiving party. Except as expressly
and unambiguously allowed herein, the receiving party
will hold in confidence and not use or disclose any
Confidential Information and shall similarly bind its
employees, consultants, and Independent contractors.
Upon the expiration or termination of this Agreement, all
of the Confidential Information (including any copies)
will be returned to the disclosing party, and receiving
party will make no further use of such materials. The
return of confidential information will occur via the
original means of transfer back to the disclosing party in
the original format. If required by law, the receiving
party may disclose Confidential information of the
disclosing party. but will give adequate prior notice of
such disclosure to the disclosing party to permit the
disclosing party to intervene and to request protective
orders or other confidential treatment therefor.
5. PAYMENTS.
5.1 Fees. Customer agrees to pay Pub€ €cStuff oil fees
and expenses in the amounts and at the times specified
In the applicable Order Schedule or as otherwise
provided in this Agreement.
5.2 Payment Terms. Unless specified otherwise or
subject to a good faith dispute, oil amounts due
hereunder shall be paid in full (without deduction, set-
off or counterclaim) within 30 days after Customer's
receipt of Invoice in US dollars at PubiicStuffs address or
to an account specified by PubiicStuff.
6. LIMITED WARRANTY AND DISCLAIMERS.
6.1 General. Each party represents and warrants that:
jo) it Is a duly organized and validly existing under the
laws of the jurisdiction in which It Is organized; (b) it has
full power and authority, and has obtained all
approvals, permissions and consents necessary, to enter
into this Agreement and to perform its obligations
hereunder; (c) this Agreement Is legally binding upon It
and enforceable in accordance with its terms: and
(d) the execution, delivery and performance of this
Agreement does not and will not conflict with any
GDSVF &MIS30323 Page 2
agreement instrument, judgment or understanding, oral
or written, to which it is a party or by which it may be
bound.
6.2 PubficStuff. PublicStuff warrants to Customer that (I)
the PublicStuff Services will be provided in a professional
and workmanlike manner; (€i) the PublicStuff Services will
Perform in accordance with the documentation in all
material respects; Oil) the PubllcStuff Services as
delivered by PUblIcStuff do not contain any Trojan
horses, worms, or undocumented disabling devices; and
(iv) PubficStuff scans the PubiicStuff Services and the
hosted environment for known viruses using industry
standard virus detection techniques.
6.3 Dbcfaimers. PUBLICSTUFF DOES NOT WARRANT THAT
THE PUBLICSTUFF SERVICES WILL MEET CUSTOMER'S
REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT
THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR -
FREE. TO THE FULLEST EXTENT PERMITTED BY LAW,
PUBLICSTUFF HEREBY DISCLAIMS (FOR ITSELF AND ITS
SUPPLIERS) ALL OTHER WARRANTIES. WHETHER EXPRESS
OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE
PUBLICSTUFF SERVICES INCLUDING, WITHOUT LIMITATION,
ALL IMPLIED WARRANTIES OF TITLE, NON - INFRINGEMENT,
QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE AND ALL
WARRANTIES ARISING FROM ANY COURSE OF DEALING,
COURSE OF PERFORMANCE OR USAGE OF TRADE.
7. INDEMNIFICATION,
7.1 Infringement. Except as provided below, PublicStuff
agrees to (a) defend Customer against any claim by a
third party that the PublicStuff Service infringes a valid
US potent (issued as of the Effective Dote), or any
copyright or trade secret, of such third party and
(b) indemnify Customer for settlement amounts or
damages, liabilities, costs and expenses (including
reasonable attorneys' fees) awarded and arising out of
such claim. if any PublicStuff Service becomes or, in
Publ€cStufrs opinion, is likely to become the subject of
any injunction preventing its use as contemplated
herein, PublicStuff may, of its option (€) obtain for
Customer the right to continue using the PublicStuff
Service or ( €I) replace or modify the PubllcStuff Service
so that It becomes non- Infringing without substantially
compromising its principal functions, If (1) and (11) are
not reasonably available to PubllcStuff then B may
(!it) terminate this Agreement upon written notice to
Customer and refund to Customer any PublicStuff
Service fees that were prepaid for the then current
term, pro -rated for the remainder thereof.
7.2 Exclusions. PublicStuff shall hove no liability or
obligation hereunder with respect to any claim based
upon (a) use of any PubilcStuff Service in an application
or environment or on a platform or with devices for
which it was not designed or contemplated,
(b) modifications, alterations, combinations or
enhancements of the Pub€IcStuff Service not created by
or for Publ€cStuff (c) any Customer Content, (d) any
portion of the PublicStuff Service that implements
Customer's requirements, (e) Customer's continuing
allegedly infringing activity after being notified thereof
or its continuing use of any version after being provided
modifications that would hove avoided the alleged
aDSVF&Mt5385323
Infringement or (f) any intellectual property right in
which Customer or any of its affiliates has on interest.
7.3 Procedures. Any claim for indemnification
hereunder requires that (a) the indemnified party
Provides prompt written notice of the claim and
reasonable cooperation, information, and assistance In
Connection therewith, and (b) the indemnifying party
shall have sole Control and authority to defend, settle or
compromise such claim. The indemnifying party shall
not make any settlement that requires a materially
adverse Oct or admission by the indemnified party
without the indemnified party's written consent (such
consent not to be unreasonably delayed, conditioned
or withheld). The Indemnifying party shall not be liable
for any settlement mode without its prior written
consent.
7.4 Entire LtabOy. The foregoing states the entire
liability.of PublIcStuff and Customer's exclusive remedy,
with respect to any actual or alleged violation of
Intellectual property rights by the Publ€cStuff Services,
any port thereof or its use or operation.
S. LIMITATION OF LIABILITY.
EXCEPT FOR ANY BREACH OF SECTION 4 (CONFIDENTIALITY),
INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 7
OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE
CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT,
REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION
(WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF
DATA, LOSS OR INTERRUPTION OF USE, OR COST OF
PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR
SERVICES, jB) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES
INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS,
REVENUES, PROFITS AND GOODWILL OR (C) DAMAGES. IN
THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO IT (IN
THE CASE OF PUBLICSTUFF) OR PAID AND PAYABLE BY IT (IN
THE CASE OF CUSTOMER) HEREUNDER DURING THE
PREVIOUS 12 MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
9. TERM AND TERMINATION.
9.1 Term. This Agreement shall commence on the
Effective Date and shall continue in effect until
terminated in accordance with the Order Schedule.
9,2 Termination, This Agreement may be terminated (in
whole, or in respect of any Order Schedule) by a party
(o) If the other party moteftly breaches a provision of
this Agreement and foils to cure such brooch within 30
days (i0 days in the case of non - poyment) after
receiving written notice of such breach from the non-
breaching party or (b) as otherwise set forth in the
Order Schedule.
9,3 Effects of Termination. Upon any expiration or
termination of any Order Schedule or this Agreement,
oil corresponding rights, obligations and licenses of the
parties shall cease, except that (a) oil obligations that
accrued prior to the effective date of termination
(including without limitation, all payment obligations)
shall survive and (b) the provisions of Sections
Page 3
3 (Proprietary Rights), 4 (Confidentiality), 5 (Payments),
6 (limited Warranty and Disclaimers),
7 (indemnification), 8 (Limitation of Liability),
10 (General Provisions) and this Section 4.3 shall survive.
10. GENERAL PROVISIONS.
10.1 Entire Agreement. This Agreement (including the
Order Schedules) constitutes the entire agreement, and
supersedes all prior negotiations, understandings or
agreements (oral or written), between the parties
regarding the subject matter of this Agreement (and aft
post dealing or industry custom). Any inconsistent or
additional terms on any related purchase order,
confirmation or similar form, even If signed by the
parties hereafter, shall have no effect under this
Agreement, This Agreement may be executed in one
or more counterparts, each of which shall be an
original, but taken together constituting one and the
some instrument. Execution of a focsimile /electronic
copy shall hove the some force and effect as execution
of an original, and a facsimile/ electronic signature shall
be deemed an original and valid signature. No
change, consent or waiver under this Agreement will be
effective unless in writing and signed by the party
against which enforcement is sought. The failure of
either party to enforce its rights under this Agreement at
any time for any period will not be construed as a
waiver of such rights, and the exercise of one right or
remedy will not be deemed a waiver of any other right
or remedy. If any provision of this Agreement is
determined to be Illegal or unenforceable, that
provision will be limited or eliminated to the minimum
extent necessary so that this Agreement will otherwise
remain in full force and effect and enforceable. This
Agreement is In English only, which language shall be
controlling in all respects.
10.2 Governing Law. This Agreement shall be governed
by and construed in accordance with the tows of the
State of Colifomta. USA, without regard to Its conflicts of
law provisions.
The United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this
Agreement. Unless waived by PublicStuff in Its sole
discretion, exclusive jurisdiction and venue for actions
related to this Agreement will be the state or federal
courts located in New York having jurisdiction over
Public5tufPs offices, and both parties consent to the
jurisdiction of such courts with respect to any such
action. in any action or proceeding to enforce this
Agreement, the prevailing party will be entitled to
recover from the other party its costs and expenses
(including reasonable attorneys' fees) Incurred in
connection with such action or proceeding and
enforcing any judgment or order obtained.
10.3 Remedies. Except as specifically provided
otherwise herein, each right and remedy in this
Agreement Is to addition to any other right or remedy,
at law or in equity. Each party agrees that, in the event
of any breach or threatened breach of Section 3 or 4,
the non- breoching party will suffer ineparoble damage
for which it will have no adequate remedy at law.
Accordingly, the non - breaching party shall be entitled
to injunctive and other equitable remedies to prevent
or restrain such breach or threatened breach, without
the necessity of posting any bond.
10.4 Notices. All notices under this Agreement will be in
writing, In English and delivered to the parties at their
respective addresses stated herein or at such other
address designated by written notice. Notices will be
deemed to have been duty given when received, if
personally delivered; when receipt is electronically
confirmed, If transmitted by focsimile; the day after
being sent, It sent for next day delivery by recognized
overnight delivery service; or upon receipt, if sent by
certified or registered mail, return receipt requested.
10.5 Force Majeure. In the event that either party Is
prevented from performing, or is unable to perform, any
of its obligations under this Agreement (except
payment obligations) due to any cause beyond its
reasonable control, the affected party shall give written
notice thereof to the other party and its performance
shall be extended for the period of delay or inability to
perform due to such occurrence.
10.6 Pubiicity. Neither party shall use the other party's
trademarks, trade names or make any public
statements concerning this Agreement or the
relationship between the parties without the other
party's prior written consent, which will not be
unreasonably withheld. Notwithstanding the foregoing,
Customer hereby grants to PublicStuff the right to use,
reproduce and publish, Customer's name, trademarks,
service marks, brand names and brand marks in
connection with advertising, marketing and sates, Use of
the Customer's City seat is strictly prohibited
10.7 Assignment. This Agreement and the rights and
obligations hereunder may not be assigned, In whole or
In part, by either party without the other party's written
consent, not to be unreasonably withheld, However,
without consent, either party may assign this Agreement
to any successor to all or substantially oil of its business
(whether by sole of assets or equity, merger,
consolidation or otherwise). This Agreement shall be
binding upon, and inure to the benefit of, the
successors, representatives and permitted assigns of the
parties hereto.
10.0 independent Contractors. The parties shall be
independent contractors under this Agreement, and
nothing herein will constitute either party as the
employer, employee, agent or representative of the
other party, or both parties as joint venturers or partners
for any purpose.
GaBMMISM323 Page 4
IN WITNESS WHEREOF, intending to be legally bound, the parties have caused their duly authorized officers to
execute this Agreement as a sealed instrument, as of the Effective Date.
PUBLICSTUFF INC.
By:
Name:
Title:
GDS%rcu 153s532.:
CUSTO
By
Nc
Tit
EWPORT BEACH
Approved as to form:
CITY ATTO S,C-3=FICE
�r
Aaron C. a ity Attorney
Attest:
CITY CLERK'S OFFICE
dk�
Leilani I. Brown, City Clerk
►A.
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t
/o R M
IN WITNESS WHEREOF, intending to be lego!ly bound, the parties have caused their duly authorized officers to
execute this Agreement as a sealed instrument, os of the Effective Dote.
PUBLICSTUFF INC. CU
BY: By:
Nome: No
C4
till
Approved as to form:
CITY ATTOft-NEYS,OFFIC E
Aaron C. Harp, city Attorney
Attest:
CITY CLERK'S OFFICE
Leilani 1. Brown, City Clerk
F,QRM of ORDER SCHEDULE ORDER SCHEDULE Exhibit A
>R � f ��
This Order Schedule NiLL5, is entered into in connection with that certain Software -as -o -Service (SAAS)
Agreement, dated 20i; (Agreement), between PubiicStuff Inc. (PubifcStuM) and the Customer
Identified therein. This Order Schedule shall have no effect separate and apart from the Agreement, and oil
capitalized terms used herein without definition will have the some meanings as specified therefor in the
Agreement. PubticStuff and Customer agree as follows:
Customer
Name
Division
Address
Website
PubilcStulf Service
PublicStuff Service
PublicStuff Interface. Dashboard, and Mobile Apps
Third -Party
Applications
Subscription Fees
Annual Subscription Fee
(payable annually in advance)
Maximum Number of Simultaneous Users
of the Interface and Dashboard
$8,800•
Unlimited
*(Less one-time MISAC attendee credit of
$4,400)
Implementation
Services (if any)
One-time Set-up: $2,000
Term
This Order Schedule shall begin on the date of , 2012, and continue for
one year with the option to renew.
Termination
This Order Schedule shall remain In effect for the term specified above, unless and
until terminated with a minimum of 7 days notice or as set forth in Section 9.2 of the
Agreement.
AGREED as of < iZ t
PUBLICSTUFF INC.
77
Name: L_iL \Z L_ i t�
Title:
GDSVF&fti1339532,3 Page 6
M ICE LEVELS #xhtptt H
1. SERVICE LEVEL COMMITMENT
1.1 General. Publi,ZStu" shalt use comn;erciaNy reasonabrt efforts 3 r r +;as ^lo +r trier Minin,,om Serv,ce Leved
during the Terre of the A greernent.
Service
measurement
MeasuremetaI
Minimum Service Level
Category
window
uptime
Availability of the PubticStufF�
Monthly
�9) "b
Service with all material
functionality
1.2 Service disruption w4t inform Customer, by emal (car other ,.r,mpt rrecros if envoi# is
uno oi'able;, of arry 5 =,, r`✓ico ,S=Srvption, vntr's5 Such disruption •5 of on 1 ,tAT• ^. F!can! natur,, j(ress than I hour).
PubFCStuff Will LA--, (;or'ntnercia:iy reps {)r,e.,ble eflot"S to restore ,v±.y gYr3t"„ep as ioor as to asrsraobly fgrocr +cob'e alnd
inform Customer by errroi! for other prompt rncrorre if email is unavoilable) once sc vico is restored,
1.3 Exceptions. The following downtime minutes will be excluded horn the measurement of compliance with
the Minimum Service Level: (i) downtime minutes related to scheduled maintenance; (ii) downtime minutes
related to any matter constituting force mo;ourc; pursuant to Section 10.5 of the Agreement; (iii) downtime
minutes resurt?na fnyn acts by Customer otfner than in accordance wsfh the Agreement, t91Ouding oul not
.tmite:;d to any nr..30e, orwe v,,Oui r "riscondU ct or use, of the Pub Stuff Service rn breach of P)e A;, eemcnt
„f1.i (tk`} dawntien Pa > 'S;,S r?S ifIj f.uru �:raSa ar transmis5 Jr, q. es €rty ,psue:s ouAside of PU tit "rf sf "S ter °
coWrcA, Ali schedv.erJ ma;nienonce yMi be, conducted be'ween the hours of 1.2:00 assn. LT card 5.00 a.m. FT_
PublicStuff at its sole dtscrelion may plan a:rddi'ionat scheduled maintenance which will br, communicated by
email to Customer at least 24 hours in advances with notice of how may hours of downtimes is expected,
1.4 Support Hours. Normal hours of operation are 9am - 8pm 1.T, Mondoy through Friday, excluding PublicStuff-
observed holidays (Support Hours). outside of Support Lours, C.ustome.,, can ae.rMess Publictituff support of
rtubllc:siuff will use as ifn e.rt,:itatsy fry:- asonabie efforts to a ldlt?$g issues within
4 tours .iarirrg Support f oms and within 12',v arts ;,r.,'s c:te of Support f, cur °,.
1.5 Remedy. ?' Pub 'c5 off fa`is to meet the Minimum, Serv?ce Level ai set forth above, flier, as PubsscStuff's sate
obligation and Custom =e.r's exctus?ve remea +, C+.,Oome: snaf be entitled to one -month occ_ •,y pursuant to t! e
Agreement for each prslod belOw the MiHmvm Service Level set forth abow°e that the PublicStuff Service remains
unavailable, pro,4id"d trot in no event shall service credits in any calendar month exceed two months for the given
year. Any such credit shall be applied to fees owed by Customer to Publk.,Stuff in the following calendar month.
Customer must request such Service credit within 10 business days following the end of the calendar month in which
the failure occurred.
01)S%I &11 15 1Y553.3 °''j a,: 7