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HomeMy WebLinkAboutAgreement_General_5/17/2023_JustFOIAVillage of Tequesta 345 Tequesta Drive Tequesta, FL 33469 Village Clerk's Office Memorandum TO: Manager Jeremy Allen FROM: Lori McWilliams, Village Clerk DATE: 5/16/2023 SUBJECT: JustFOIA — Public Record Software Upgrade 561-768-0700 www.tequesta.org The attached request is to upgrade our JustFOIA public record software when our contract expires in July. The upgrade will provide for a more enhanced workflow automation, the ability to create folders for individual departments to transfer their files into, the ability redact right in the software, and additional training. We are one of the original clients of JustFOIA (2018) and they have not increased our contract in the five years. Current Price: $3100 (the old platform will no longer be serviced) Upgrade Price: $6195 (price includes a $1500 discount) We have looked at other vendors and they are double the cost. IN WITNESS WHEREOF, the parties hereto have caused this Order to be executed by their respective duly authorized representatives, evidenced by their signatures below, as of the Order Effective Date. justFOIA, Inc. (')ustFOIK') VILLAGE OF TEQUESTA ("Customer") Signed: Signed: _ Name: Name: Title: Title: V i L Date: Date: 345 TEQUESTA DRIVE TEQUESTA, FL 33469 JustFOIA ( Order Page 2 of 12 (rev. 5/3R023) This Order, designated as Order No. 27386 (this "Order") is entered into as of the date of the last signature (the "Order Effective Date"), by and between JustFOIA and Customer. A. No amendment or modification to this Order will be valid unless set forth in writing and formally approved by authorized representatives of both parties. B. No change order, notice, direction, authorization, notification, or request will be binding upon Customer or JustFOIA, nor will such change be the basis for any claim for additional compensation by JustFOIA, until Customer and JustFOIA have agreed in writing to such change, or to execute a new order, as appropriate. C. Unless provided to the contrary in this Order, to the extent there are any conflicts or inconsistencies between this Order and a Customer purchase order, the provisions of this Order shall govern and control. Use of pre- printed forms, including, but not limited to email, purchase orders, shrink-wrap or click -wrap agreements, acknowledgements, or invoices, is for convenience only and all pre-printed terms and conditions stated thereon, except as specifically set forth in this Order, are void and of no effect. D. This Order may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the parties with the same effect as if all the signatures were upon the same instrument. The counterparts may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. E. This Order, and any claim dispute or controversy hereunder (a "Dispute"), will be governed by the laws of the state where Customer is located, in each case without giving effect to any principles of conflicts of laws. The UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. In any Dispute, each party will bear its own attorneys' fees and costs and expressly waives any statutory right to attorneys' fees. This Order is subject to the Assumptions, Terms & Conditions set forth below. G. This, and the preceding Sections of this Order shall survive after termination or expiration of the same. [remainder of page intentionally left blank] JustFOIA I Order Page 1 of 12 (rev. 5/3/2023) IN WITNESS WHEREOF, the parties hereto have caused this Order to be executed by their respective duly authorized representatives, evidenced by their signatures below, as of the Order Effective Date. justF01A. Inc. (OjustFOW) E-S;iM�Da dison Signed., On MT Name: Larry Davidson Title: General Manager May 17, 2023 1) a, te * .... . .... .. .... ... JustFOIA I Order (rev. -10M23) VILLAGE OF TEQUESTA ("Customer") Signed: 0 A Narne: Tide: Date: 5'-1-1179DW 345 TEQUESTA DRIVE TEQUESTA, FL 33469 Page 2 of 12 PRICING m JustFOIA 3717 Apalachee Parkway, Suite 201 Bill/Ship to: Lori McWilliams Tallahassee, FL32311 lir�cwilli.�_rn.i!x�t�yuest,_c�rg 850,701.0725 cc AP Contact: n/a 850,564.7496 fax Customer Name: Village of Tequesta Quote Date: May 03, 2023 Customer Address: 345 Tequesta Drive, Tequesta, FL 33469 Subscription Period Start Date: Quote Number: 27386 June 17, 2023 Quote Type: Platform Upgrade Subscription Period End Date: June 16, 2024 Q JustFOIA Pro Tier 1: Up to 10,000 Population 1 $4,950.00 $4,950.00 Q Any & All Document Management forJustFOIA Pro 1 $1,237.50 $1,237.50 21 Unlimited Admins, Power Users & General Users 1 Included Included Q 3 TB of Storage 1 Included Included SUBTOTAL$6,187.50 JustFOIA SERVICE PACKAGES JLl Any & All Document Management Configuration 1 $750.00 $750.00 [� Standard to Pro Upgrade Package 1 $750.00 $750.00 �j Initial Discount-JustFO/AOne-time Services 1 ($1,500.00) ($1,500.00) Discount is based on this quote and if the quote changes the discount amount is subject to change. �:f>;�I►I�[>�i3��IGTI i<I �Itl«1;�I �3+fll�iiI�7 �1 0 JustFOIA Subscription City Tier 1: Up to 10,000 -1 [JJ' Laserfiche Integration -1 21 Training Center for JustFOIA -1 21 JustFOIA Subscription Credit Proration 1 This is NOT an invoice. Please use this confirmation to initiate your purchasing process. JustFOIA I Order Page 3 of 12 (rev. 5/3/2023) RECURRING SERVICES Customer has elected to license the JustFOIA software provided as a service (the "Solution"). The Recurring Services portion of this Order and/or applicable Addendum will systematically renew unless written notice of termination has been provided. An annual increase of 5% will be applied to the immediately preceding annual rates (excluding any initial or one-time discounts) unless Customer has terminated the Order and/or Addendum earlier, as set forth below, or provided sixty (60) days written notice prior to the scheduled renewal date of the Recurring Services. SALES TAX Sales tax will be invoiced where the Customer is not exempt and/or has not communicated its tax status to JustFOIA. Sales tax is not included in the fee quote above. TERM Either party may terminate this Order upon any of the following: (a) Thirty (30) days after a partys receipt of written notice from the other party that this Order and/or applicable addendum shall be terminated; or (b) Thirty (30) days after one party notifies the other in writing that they are in breach or default of this Order, unless the breaching party cures such breach or default within such thirty (30) day period; or (c) Fifteen (15) days after the filing of a petition in bankruptcy by or against either party, any insolvency of a party, any appointment of a receiver for such party, or any assignment for the benefit of such partys creditors (a "Bankruptcy Event'), unless such party cures such Bankruptcy Event within the fifteen (15) day period; or (d) If Customer has not paid in full the renewal invoice within 45 days after scheduled renewal date of the Recurring Services, the Order (and/or applicable addendum) will systematically terminate, but may be reinstated if/when the Customer pays the renewal invoice in full (including any applicable reinstatement fees); or (e) If Customer is a city, county, or other government entity the following applies: If Customer's governing body fails to appropriate sufficient funds to make payments due and to become due during Customer's next fiscal period, Customer may, subject to the terms herein, terminate the Order as of the last day of the fiscal period for which appropriations were received (each an "Event of Non -appropriation"). Customer agrees to deliver notice of an Event of Non -appropriation to JustFOIA at least 30 days prior to the end of Customer's then -current fiscal period, or if an Event of Non -appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non -appropriation. If this Order is terminated following an Event of Non -appropriation, Customer agrees to compensate JustFOIA for services rendered prior to such Event of Non -appropriation. JustFOIA I Order Page 4 of 12 (rev. 5/3/2023) BILLING TERMS BILLING justFOIA will invoice Customer as follows: Recurring Services Platform Change: Within 30 days of receipt of Order. Annual Renewai: 75 days in advance of expiration date. _.. _ .......... One -Time Services ( Upon delivery completion and Customer acceptance. JustFOIA shall not send any invoices, nor claim payment, for any fees or expenses incurred by JustFOIA until both parties authorize this Order. PAYMENT Customer agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty (30) days from the date of each invoice. Once payment has been received, no refunds for Recurring Services are available. 1UstF01A I Order Page 5 of 12 (rev. 5r3r2023) Each customer's annual renewal covers Solution break/fix support, version updates, and continued educational resources including the Training Center for JustFOIA. JustFOIA offers supplemental support packages to cover remote training, basic configuration services, and maintenance of existing custom workflows. JustFOINs Administration Assistance package is strongly encouraged to be included with every renewal. "f p RT LEVELS-* Standard administration Support Assistance Easy access to JustFOIA's team of support technicians for break/fix support issues ./ ✓ (i.e. error codes bug fixes. etc.) & basic Q&A support • Remote access support through web meeting ■ Automatic product version updates, security updates, and hotfixes ,! ✓ ■ Customized Training Center for JustFOIA LMS V ✓ ■ Access to higher -level support technicians with enhanced knowledge ..� ■ Institutional knowledge of Customer's Solution V _._ .... . ......... --.--._.. __ �r_.__ _. _... __.._ _.___ � .__ ___ _ _._ _.___,_.__......_ ■ Additional Web -Based Basic Training for New/Existing Users _.__._-_._...... _ ._._. _.._._. __..__....... ._._-.-_..... ...... __._.......... . . • Additional Web -Based Admin Training for New/Existing Users _ _.....-_ .w, ..._ _ ......_. ,...,. ✓ ■ Annual System Review (upon Customer request) ti.____�._____. ___._ _ ,✓_.� _W............... .... .... ..._:-- ■ Additional System Settings Consultation _ .! ■ Assistance with updating Public Portal components _....m_.........._ _.._._____.._.__..�,......._ ✓ ■ Configuration of dynamic fields and deflection tools ./ ■ Creation of new forms/updating of existing forms ■ Configuration of workflow settings, including new and adjustments .-._._._.___.......... _._�.--.__._.._._ __..---.----.......__ _._-._ __...__-__ __.____._ ____ __ ___ ■ Adjustments to user -created and/or system -generated email templates ___._ _._._ _._ __......_ Maintenance of custom workflows *Hours: JustFOIA allows customers to use their hours for a multitude of services, as long as a request will not start a service that cannot be completed with the hours available. The creation of custom workflows is not included in Administration Assistance. ADMINISTRATION ASSISTANCE Want an enhanced level of support? Use JustFOIA's Administration Assistance hours for consultation, training, and configuration services. You'll receive a 10% discount off JustFOIA's Support Technician hourly rate when purchasing this block of hours in advance. The number of hours will expire on the same date as the Subscription Period End Date. With justFOIA Administration Assistance, our stellar support team can be available for the following: ENHANCED KNOWLEDGE You'll have access to our team of more knowledgeable support technicians. ADDITIONAL TRAINING Additional web -based training is conducted to train new users or as refresher training for existing users. SYSTEM CONSULTATION JustFOIA offers additional best practices consultation that includes recommendations for adding additional departments, statuses, email templates, etc. CONFIGURATION SERVICES Basic configuration services for request form(s) and associated workflow(s), email templates, tags, dynamic fields, and more. MAINTENANCE SERVICES JustFOIA I Order Page 6 of 12 (rev. 513/2023) For customers with a custom workflow, we will make minor adjustments such as changes in the routing individual to maintain your custom workflow. JustFOIA I Order Page 7 of 12 (rev. 5/3/2023) SERVICE PACKAGES GENERAL ASSUMPTIONS The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope of services to be provided. Variations to the following may impact the Service Package's cost and/or schedule justifying a change order. JustFOIA's completion of a Deliverable to Customer shall constitute that JustFOIA has conducted its own review and believes it meets Customer's requirements. Customer shall then have the right to conduct its own review of the Deliverable as Customer deems necessary. If Customer, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Customer shall have five (5) business days after justFOIA's submission to give written notice to JustFOIA specifying the deficiencies in reasonable detail. JustFOIA shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, JustFOIA shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Customer fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. If either party identifies a business issue during the project, JustFOIA and Customer must jointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of identification. Any necessary business decision resulting from the identified business issues must be made by Customer within five (5) business days from request. y Customer will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent byJustFOIA on retraining, reeducating, or changes in direction. Customer will ensure that all Customer's personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assist JustFOIA personnel by answering business, technical and operational questions and providing requested documents, guidelines, and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Order; and (iii) be available to assist justFOIA with any other activities or tasks required to complete the services in accordance with this Order. Note that all services contracted for, must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Customer does not elect to implement as part of the initial implementation, such services are forfeited. All services, unless otherwise noted, will be performed remotely. STANDARD TO PRO UPGRADE PACKAGE CUSTOMER TASKS & DELIVERABLES • Complete JustFOIA Training Center training course(s) • Attend remote JustFOIA Pro System Training • Determine if existing form(s) should be upgraded • Determine platform switchover date JustFOIA TASKS & DELIVERABLES • Configure system with In-App Redaction (if necessary) • Set up Customer with Training Center accounts (if necessary) • Configure system with Advanced Reporting • Configure system with Dynamic Forms • Upgrade Customer forms (if necessary) • Set new Data Storage Limit Enroll Customer in necessary Training Center courses Conduct remote JustFOIA Pro System Training (1 hour); recording made available in Training Center JustFOIA ( Order Page 8 of 12 (rev. 5l312023) ANY & ALL DOCUMENT MANAGEMENT CONFIGURATION CUSTOMER TASKS & DELIVERABLES 0 Complete JustFOlA Document Management Course in the JustFOIA Training Center JustFOIA TASKS & DELIVERABLES 9 Configure and implement Any & All Document Management module JLIS[FOIA ( Order Page 9 of 12 (rev. 5/3/2023) ASSUMPTIONS, TERMS & CONDITIONS THESE ASSUMPTIONS, TERMS AND CONDITIONS APPLY TO ALL ORDERS PLACED FOR THE SOLUTION. THESE PROVISIONS SHALL SURVIVEAFTER TERMINATION OR EXPIRATION OF ANYAND ALL PORTIONS OF THE ORDER. 'WARRANTIES & DISCLAIMERS JUSTFOiA DOES NOT PROMISE THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR -FREE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER PRIVACY, CUSTOMER DATA, CONFIDENTIAL INFORMATION, AND PROPERTY. JustFOIA Warranties. JustFOiA warrants that (i) the Solution shall perform materially in accordance with any specifications or descriptions set forth herein, (ii) subject to exceptions related to non-JustFOIA software, the functionality of the Solution will not be materially decreased during the term of this Order, (iii) JustFOIA will use industry standard measures to not transmit malicious code and the like ("Malicious Code") to Customer, provided that if Customer or a user uploads a file containing Malicious Code into the Solution Customer shall be liable for the same; and (iv) to JustFOIA's knowledge, Customer's use of the Solution in strict compliance with the Order shall not infringe or violate the intellectual property rights of any third -party. JustFOIA also represents that it uses E-Verify to verify the work authorization of all newly hired employees. The warranties herein are void to the extent of any Customer failure to perform in accordance with the Order and arty licensing terms. JustFOIA shall not be responsible for any decrease in functionality or other issues that are the result of (i) the Solution not being used In accordance with the Order, (Ii) the Solution being modified or altered by or on behalf of Customer without JustFOINs written permission, or (iii) Internet or network connections, third -party software, streaming services, computers, equipment and/or devices not supplied by JustFOIA. Customer Warranties. Customer warrants that JustFOWs use of Customer data and/or any other Item provided by Customer, in accordance with the Orderwiil not infringe or violate the intellectual property or other rights of any third -party. Customer warrants that it shall have all rights and licenses of third -parties necessary or appropriate for JustFOIA to access or use such third -party products and agrees to produce evidence of such rights and licenses upon the reasonable request of JustFOIA. LICENSED SOFTWARE AND SERVICES During the term of the Order and any applicable addenda, JustFOIA grants to Customer and Customer accepts a non -transferable, revocable, non-exclusive and limited license to use the Solution as defined herein subject to the terms, obligations and restrictions set forth in the Order. All rights to the Solution not granted to Customer are reserved by JustFOIA. CUSTOMER RESPONSIBILITIES Ries and other content that JustFOIA may provide to Customer may be protected by intellectual property rights of others. Customer will not copy, upload, download, or share files unless Customer has the right to do so. Customer, not JustFOIA, will be fully responsible and liable for what is copied, shared, uploaded, downloaded or otherwise used while using the Solution. Customer will not upload malware or any other malicious software to the Solution. Customer is also responsible for the dmely and accurate fulfillment of records requests, and ensuring that no classified, confidential, or illegal information is provided to or through the Solution. ACCEPTABLE USE POLICY Customer agrees that it will not misuse or attempt to misuse the Solution, and that the Solution will only be used in a manner consistent with the Order. Customer may only upload public and non -confidential data to the Solution. Customer acknowledges and agrees that all use of the Solution hosted on the Azure Government Cloud is subject to the Microsoft terms and conditions surrounding the same. JustFOIA's obligations and liability and Customer's rights are limited by the same. Further, JustFOIA neither accepts liability for, nor warrants the functionality, utility, availability, reliability or accuracy of, third -party software or third -party services. JustFOIA I Order (rev. 5/3/2023) INFORMATION & PRIVACY By using the Solution, Customer will be providing JustFOIA with information. Customer retains full ownership to its information, and JustFOtA does not assert ownership. These Assumptions, Terms & Conditions do not grant JustFOIA any rights to Customer's information or intellectual property except for the limited rights that are needed to run the Solution, as explained below. JustFOIA may need Customer's permission to handle its information as directed and required for the functioning of the Solution. An example is hosting files or sharing them. Customer hereby grants a license to JustFOIA to use and process such information solely to the extent necessary to fulfill JustFOIA's obligations. This license also extends to trusted third parties JustFOIA works with to do the same. Customer is solely responsible for Its conduct, the content of its files, and its communications with others while using the Solution. For example, it is Customer's responsibility to ensure that it has the rights or permission needed to comply with these Assumptions, Terms & Conditions. INFORMATION SHARING AND DISCLOSURE JustFOIA may use certain trusted third -party companies and individuals to help JustFOIA provide, analyze, and improve the Solution (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Solution's features). These third parties may have access to Customer's information only for purposes of performing these tasks on JustFOINs behalf and under obligations similar to those in JustFOINs privacy policy. The parties acknowledge that in the course of the relationship between Customer and JustFOIA, each may receive Confidential information (as defined below) of the other party. Any and all Confidential Information in any form or media obtained by a Recipient (defined below) shall be held in confidence and shall not be copied, reproduced, or disclosed to third parties for any purpose whatsoever except as necessary in connection with the performance of the applicable partys obligations. Each Recipient further acknowledges that It shall not use such Confidential information for any purposes other than in connection with the activities contemplated by the Order. All JustFOIA personnel assigned by JustFOIA to Customer will sign appropriate forms of confidentiality agreements on or prior to their start date. "Confidential Information" means any and all confidential information of a party disclosed to the other party, including, but not limited to, research, development, proprietary software, technical information, techniques, know- how, trade secrets, processes, customers, employees, consultants, pricing information and financial and business information, plans and systems. Confidential Information shall not include information which: (1) was known to the party receiving the information (the "Recipient") prior to the time of disclosure by the other party (the "Disclosing Party"); (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of the Order, these Assumptions, Terms & Conditions or other wrongful act by the Recipient; (iii) was lawfully received by Recipient from a third -party without any obligation of confidentiality; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority. The obligations set forth in this Section shall survive termination of the Order for a period of three (3) years thereafter. INTELLECTUAL PROPERTY The Solution and any services surrounding the same herein are not considered "Works made for Hire" or otherwise a gram of any right, title or interest Except the license grant herein, all rights to the Solution and all services surrounding the same are and remain with justFOIA. Customer shall retain, a non-exclusive, royalty -free, world-wide, perpetual license to use the outputs generated by Page 10 of 12 Solution and stored external to Solution by Customer during the Subscription Period. Except for the license grants hereunder, as between Customer and justFO1A, Customer retains all rights to Customer data and information. ACCOUNT SECURITY Customer is responsible for safeguarding the passwords that are used to access the Solution and agrees not to disclose passwords to any third -parry. Customer is responsible for any activity using its account, whether or not it authorized that activity. Customer will immediately notify justFOIA of any unauthorized use of Customer's account. Customer acknowledges that if it wishes to protect its transmission of data or files to the Solution, it is Customer's responsibility to use a secure network to communicate with the Solution. DATA RETENTION & ACCESS JustFOIA will retain Customer's information for as long as its account is active or as needed to provide the Solution. if Customer wishes to cancel its account or request that JustFOIA no longer use Customers information to provide the Solution, Customer may request thatjustFOIA delete its account. justFOlA may retain and use Customer's information as necessary to comply with legal obligations, resolve disputes, and enforce mutual agreements. Consistent with these requirements, JustFOIA will try to delete Customer's information quickly upon request. Please note, however, that there might be latency in deleting information from JustFOlA servers and backed -up versions might exist after deletion. in addition, JustFOIA does not delete Customer information from its server's files that Customer has in common with other users. Customer understands and agrees that once the Customer instance of the Solution is decommissioned, JustFOIA may not be able to provide Customer a copy of the data included therein. Customer agrees that it will back up all Customer information that it requires. JustFOIA may decommission any environment after 45 days of Customer not maintaining an active subscription to the applicable environment, including without limitation, as a result of non -renewal and/or non-payment. NOW JUSTFOIA APPLICATIONS AND PROVIDERS The Solution may contain links to third -party websites or resources. JustFOIA does not endorse and is not responsible or liable for third -party website, including, without limitation, availability, accuracy, the related content, products, or services. Customer is solely responsible for its use of any such websites or resources. Acquisition of Non-IustFOIA Products and Services. JustFOlA or third parties may from time to time make available to Customer third -party products or services, including but not limited to non JustFOIA applications and implementation, customization and other consulting services. Such products and services shall be clearly designated as provided by a third -party in the applicable Order. Any acquisition by Customer of such non JustFOIA products or services, and any exchange of data between Customer and any non-JustFOIA provider, is solely between Customer and the applicable non JustFOIA provider. JustFOIA does not warrant or support products or services not provided by JustFOIA, whether or not they are designated by JustFOIA as "Certified" (as that term is defined below) or otherwise, except as specified in the Order and/or applicable addenda. No purchase of non JustFOIA products or services is required to use the Solution except a supported computing device, operating system, web browser and Internet connection, all of which Customer is solely responsible for providing in accordance with the specifications that may be provided by JustFOIA from time to time. For purposes of the Order, "Certified" shall describe applications and other products developed and sold by third parties that JustFOIA has verified interoperate with the Solution. N.say:JusSFQIAApR.litalis?.ns..aiad_Clastumer_information. if Customer installs or enables non JustFOIA applications for use with the Solution, Customer acknowledges that JustFOIA may allow providers of those nonJustFOlA applications to access Customer information as required for the interoperation of such non-JustFOIA applications with the Solution. JustFOIA shall not be responsible for any disclosure, modification or deletion of Customer information resulting from any such access by non-JustFOIA JustFOIA I Order (rev. 5/3/2023) application and/or providers. The Solution shall allow Customer to restrict such access by restricting users from installing or enabling such non JustFOJA applications for use with the Solution. JustFOIA is not responsible for, and Customer agrees to hold JustFOIA harmless from and indemnify JustFOIA against any third -party claims or liability owed to third parties resulting from any unauthorized use or disclosure or any damage or loss of Customer information as a result of use of non-JustFOIA applications or access to Customer information by non JustFOIA application and/or providers. integration with Non-IustFOIA Services, The Solution may contain features designed to interoperate with nonJustFOIA applications (e.g., Laserfiche, Adobe, Authorize .net, or PayPal applications). To use such features, Customer may be required to obtain access to such non-JustFOIA applications from their providers. If the provider of any such non JustFOIA application ceases to make the non JustFOIA application available for interoperation with the corresponding Solution features on reasonable terms, JustFOIA may cease providing such features without entitling Customer to any refund, credit, or other compensation, unless the provider of such non JustFOIA application provides for a refund of such fees. INDEMNIFICATION & LIMITATION OF LIABILITY (a) General indemnification. JustFOIA ("indemnifying Party") shall indemnify, defend and hold the Customer harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with third -party claims, demands, suits, or proceedings C'Claims") to the extent caused by the Indemnifying Parry and related to: • Bodily injury or personal property damage arising out of the Indemnifying Party's performance within the scope of its responsibilities under the Order; • A breach of the Indemnifying Partys obligations with respect to confidentiality; • A breach by the Indemnifying Party of applicable laws; or • The grossly negligent acts, or willful misconduct of the Indemnifying Party. (b) Intellectual Property indemnification. JustFOIA shall defend, indemnify, and hold Customer harmless against Claims made or brought against Customer by a third -party alleging that the use ofthe Solution, as provided to Customer under the applicable Order hereto and used in accordance with the Order and relevant documentation, infringes any third- party's intellectual property rights. Notwithstanding the foregoing, JustFOIA shall not be required to indemnify Customer to the extent the alleged infringement: (x) is based on information or requirements furnished by Customer, (y) is the result of a modification made by a party other than JustFOK or (z) arises from use of the Solution in combination with any other product or service not provided or approved in writing by JustFOIA. if Customer Is enjoined from using the Solution, or JustFOIA reasonably believes that Customer will be so enjoined, JustFOIA shall have the right, at its sole option, to obtain for Customer the right to continue use of the Solution or to replace or modify the same so that it is no longer infringing. If neither of the foregoing options is reasonably available to JustFOIA, then the Order and/or applicable addendum may be terminated at either partys option, and JustFOIA's sole liability shall be subject to the limitation of liability provided in this Section. (c) Limitation of Liability. (i) iN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS) OR LOSS OF RECORDS OR DATA, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY, AND WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES OR OTHER LIABILITY ARISING OUT OF, OR CONNECTED WITH THE ORDER, THE SERVICES, DELIVERABLES AND/OR SOLUTION PROVIDED, OR CUSTOMER'S USE OF ANY SUCH SERVICES. DELIVERABLES, AND/OR SOLUTION, SHALL IN NO CASE EXCEED THE Page 11 of 12 AGGREGATE AMOUNTS PAID TO JUSTFOIA BY CUSTOMER UNDER THE APPLICABLE ORDER OR ADDENDUM, GIVING RISE TO SUCH CLAIM DURING THE LAST SIX (6) MONTHS. III) INDEMNITOR IS NOT REQUIRED TO SPEND MORE THAN $100,000 PURSUANT TO THIS SECTION, INCLUDING WITHOUT LIMITATION ON ATTORNEYS' FEES, COURT COSTS, SETTLEMENTS, JUDGEMENTS, AND REIMBURSEMENT OF COSTS. The parties acknowledge that the limitation of warranties and liabilities as set out in this Order are an essential basis of this Order between the parties and that the prices agreed to be paid by Customer for Solution reflect these limitations. INSURANCE During the term of this Order, JustFOIA shall carry, at its sole expense, insurance coverage to include at a minimum the following: • Workers Compensation: State statutory limits and $1,000,000 employers' liability • Comprehensive General Liability: $2,000,000 per occurrence and $4,000,000 in the aggregate • Professional Liability and Errors & Omissions: $1,000,000 per occurrence and $3,000,000 in the aggregate • Cyber and Technical Errors and Omissions: $3,000,000 in the aggregate JustFOIA, at Customer's request, will name Customer as an additional insured under the Comprehensive General Liability policy. JustFOIA represents that Customer is automatically included as an additional insured under the Errors and Omissions and Cyber and Technical Errors and Omissions policies for vicarious liability but no modified certificate of insurance will be provided. GOVERNMENT PROVISIONS The provisions below are applicable only if Customer is a city, state, or other governmental entity and then only to the extent required by laws rules and regulations applicable to such entity. (a) Compliance with Laws. To the extent applicable to the parties each party shall comply with and give all notices required by all applicable federal, state, and local laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on use of the Solution and the performance of the Order. (b) Equal Opportunity. To the extent applicable to the parties each shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60.741.5(a), and the posting requirements of 29 CFR Part 471, appendix A to subpart A, if applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. (c) Excluded Parties Ust. To the extent required by law, JustFOIA agrees to immediately report to Customer if a JustFOIA employee or contractor is listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded health care programs, MISCELLANEOUS (a) Force Majeure. if either of the parties hereto are delayed or prevented from fulfilling any of its obligations under the Order by force majeure, said parties shall not be liable under the Order for said delay or failure. "Force Majeure" means any cause beyond the reasonable control of a parry including, but not limited to, an act of God, an act or omission of civil or military authorities of a state or nation, epidemic, pandemic, fire, strike, flood, riot, war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities. (b) Audit Rights. With reasonable notice and at a convenient location, Customer will have the right to audit JustFOIA's records to verify that JustFOIA's invoicing to Customer is correct. JustFOIA I order (rev. 5/3/2023) In addition, should any of Customer's regulators legally require access to audit JustFOIA records, JustFOIA will, to the extent legally required by such regulators, provide access for the same. All results of such audits shall be JustFOIA Confidential Information. Customer shall bear all costs associated with audits. (c) Assignment. Neither party may assign or otherwise transfer any of its rights, duties or obligations under the Order without the prior written consent of the other parry. Either parry, however, without any requirement for prior consent by the other, may assign the Order and its rights hereunder to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such party, if the succeeding party or entity agrees in writing to assume and be bound by all of the obligations of such party under the Order. The Order shall be binding upon and accrue to the benefit of the parties hereto and their respective successors and permitted assignees. (d) Publicity. JustFOIA may use the name of Customer, the existence of this Order and the nature of the associated services provided herein for marketing purposes, except that such use shall not include any Customer Confidential Information. (e) Provisions Severable. If any provision in the Order is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from the Order and the remaining provisions will continue in full force. (f) Relationship of Parties. JustFOIA's relationship to the Customer is solely that of an independent contractor and nothing herein expressed or implied is intended, or shall be construed, to confer upon or give to any person or entity, other than the parties, any right or remedy under or by reason of this Order. (g) Payment Once payment has been received, no refunds for Recurring Services (Annual Subscriptions) are available. (h) Notices. All notices, demands and other communications required or permitted hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given if delivered (including by receipt verified electronic transmission) or five (5) business days after mailed in the Continental United States by first class mail, postage prepaid, to a Party at the following address, or to such other address as such Party may hereafter specify by notice: JustFOIA, Inc. 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 Attn: Legal Department Email: legaltajustfo ia, com Page 12 of 12