HomeMy WebLinkAboutWEBQA Services Agreement - 2007 06 26
WEBOA SERVICES AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") between
WEBQA, Inc. ("WEBQA") with its principal place of business at 900
S. Frontage Road, Suite I IO Woodridge, IL 605 I 7 and Citv of Winter
Springs. FL with its principal place of business at 1126 East State
Road 434. Winter Sorings. FL 32708 ("Customer") is made effective
as of Julv I. 2007 ("Effective Date".)
l. OVERVIEW AND DEFINITIONS
General. This Agreement states the terms and conditions by which
WEBQA and its suppliers will deliver to Customer various services,
as described below.
1.1 "Authorized User" means a designated employee or agent of
Customer.
1.2 "Authorized Website" means a web site owned or operated by or
on behalf of Customer, for which WEBQA has agreed to provide the
Technology and various Services.
1.3 "Seat License" means a license that permits a single Authorized
User to access and use the Service.
1.4 "Service(s)" means the specific service(s) provided by WEBQA
or its suppliers, including access to the Technology.
1.6 "Service Start Date" means the Starting Date identified in
Schedule I.
1.7 "Technology" means WEBQA' (or its supplier's) web-based
applications, which have been designed to enhance customer service
support and communications capabilities by providing self-service,
interactive support, intelligent tracking, and knowledge access, and
may include software, and software tools, user interface designs, and
documentation, and any derivatives, improvements, enhancements or
extensions thereof.
2. DELIVERY OF SERVICES; TERM; FEES, PAYMENTS
2.1 Grant of License. Subject to the terms and conditions of this
Agreement, WEBQA and/or its supplier grants to Customer a non-
exclusive, non-transferable, limited license to permit the number of
Authorized Users equal to the number of Seat Licenses purchased by
Customer to access and use the Service on the Authorized Website(s)
identified in Schedule 1.
2.2 Responsibilities. Customer agrees to (a) maintain the Authorized
Website(s) identified in Schedule 1; and (b) procure and maintain all
hardware, software and telecommunications equipment necessary to
access the Service via the Internet. Customer further agrees to (a)
provide WEBQA with all information reasonably necessary to setup
or establish Service on Customer's behalf; and (b) provide proper
attribution of the Technology and Services to WEBQA on
Customer's Authorized Website(s) in the form of a "Powered by
WebQA" logo with a hyperlink to WEBQA' website home page.
2.3 Payment Terms. Customer shall pay all applicable fees for the
Services in accordance with the terms and conditions set forth in
Schedule I.
2.4 Term. This Agreement starts on the Effective Date and continues
for the term identified in the Schedule I.
WebQA Subscription Agreement - Wintersprings FL 07 v4
3. INTELLECTUAL PROPERTY OWNERSHIP
This Agreement does not transfer to Customer any ownership or
proprietary rights in the Technology, and all right, title and interest in
and to the Technology will remain solely with WEBQA or its
supplier.
4. LIMITED WARRANTY
4.1 Service Level. WEBQA will use commercially reasonable efforts
to perform the Services in a manner consistent with applicable
industry standards including, but not limited to:
1) Maintain Service availability 24 hours a day, 7 days a week,
2) Perform daily backups of all customer information, and
3) Respond to customers' requests for support during the hours of
7:00 AM to 7:00PM CT, Monday through Friday, excluding
federal holidays.
4.2 No Other Warranty. THE SERVICES ARE PROVIDED ON AN
"AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS
AT ITS OWN RISK. WEBQA DOES NOT MAKE, AND HEREBY
DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES AND MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGMENT AND TITLE,
AND ANY WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE OR TRADE PRACTICE. WEBQA DOES
NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
5. LIMITATION OF LIABILITY
5.1 Damage to Customer Equipment. WEBQA ASSUMES NO
LIABILITY FOR ANY DAMAGE TO, OR LOSS OF, ANY
CUSTOMER EQUIPMENT RESULTING FROM ANY CAUSE
OTHER THAN THE WILLFUL OR RECKLESS MISCONDUCT
OF WEBQA.
5.2 Consequential Damages Waiver. IN NO EVENT SHALL
WEBQA OR ITS SUPPLIERS BE LIABLE TO CUSTOMER FOR
ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO, LOST REVENUE, LOST PROFITS,
REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS
OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS
OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING
UNDER THEORY OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
6. INDEMNIFICATION
6.1 Indemnification. Each Party agrees to fully indemnifY and hold
harmless the other for any and all costs, liabilities, losses, and
expenses (including attorney's fees) resulting from any claim, suit,
action, or proceeding brought by any third party arising from a
Party's (a) breach of any of its obligations or warranties; or (b)
negligence or willful misconduct. WebQAs' liability hereunder is
expressly limited to the amount received under this agreement.
Customer's I
WEBQA SERVICES AGREEMENT
7. TERMINATION OR CHANGE ORDER
7.1 Termination For Cause. Either party may terminate this
Agreement if the other party breaches any material term or condition
of this Agreement and failed to cure such breach within thirty (30)
days after receipt of written notice of the same. If WEBQA
terminates for cause, all payments due and owning for the remainder
of the Term will immediately be due for work performed.
7.2 Change Order or Cancellation. Customer may change or cancel
an order for Service five (5) days prior to the scheduled Service Start
Date identified in Schedule I. Any cancellation or change order
request received within five (5) days of the scheduled Service Start
Date will be subject to a late cancellation fee equal to twenty-five
percent (25%) of the initial quarterly payment that would have been
due under this Agreement.
7.3 Termination Without Cause. Either party may terminate this
agreement without cause providing that the terminating party gives
the other party thirty (30) day's written notice prior to termination.
Should Customer terminate without cause after the Service Start
Date, Customer must pay the balance of contracted term. Should
WEBQA terminate without cause, Customer has no obligation for
payment.
7.4 Termination for Bankruptcy. Either party may terminate this
Agreement immediately if (a) the other party becomes the subject of
a voluntary petition in bankruptcy or any voluntary proceeding
relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors; or (b) the other party becomes the subject of
an involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors, if such petition or proceeding is not dismissed
within thirty (30) days of filing.
7.5 Effect of Termination. Upon the effective date of expiration,
cancellation or termination of this Agreement (a) WEBQA will
immediately cease providing the Service(s); and (b) any and all
payment obligations of the Customer through the termination,
depending upon cause or without cause, as defined above, will
immediately become due.
7.6 Survival. The following provisions will survive any expiration or
termination of the Agreement: Sections 3 (Intellectual Property
Ownership), 5 (Limitation of Liability), 6 (Indemnification),
9 (Confidentiality) and 10 (Miscellaneous).
8. USE
8.1 Acceptable Use. Customer represents and warrants that the
Technology and Services will only be used for lawful purposes, in
accordance with WEBQA' reasonable instructions, rules policies,
terms and conditions and operating procedures.
8.2 Restrictions on Use. Customer represents and warrants that
Customer and its Authorized Users will not (a) sell, lease, distribute,
license or sublicense the Technology or Services; (b) modify, change,
alter, translate, create derivative works from, reverse engineer,
disassemble or decompile the Technology or Services in any way for
any reason; (c) provide, disclose, divulge or make available to, or
permit use of the Technology or Services by, any third party; (d)
copy or reproduce all or any part of the Technology or Services
(except as expressly provided for herein); (e) interfere, or attempt to
WebQA Subscription Agreement - Wintersprings FL 07 v4
interfere, with the Technology or Services in any way; (f) introduce
into or transmit through the Technology or Services any virus, worm,
trap door, back door, timer, clock, counter or other limiting routine,
instruction or design; (g) remove, obscure or alter any copyright
notice, trademarks, logos or other proprietary rights notices affixed to
or contained within the Technology or Services; or (h) engage in or
allow any action involving the Technology or Services that is
inconsistent with the terms and conditions of this Agreement.
8.2 Withdrawal of Access. WEBQA may, upon reasonable grounds,
instruct Customer to terminate access to any Authorized User or
individual and Customer agrees to promptly comply with such
instruction.
9. CONFIDENTIALITY
9.1 WEBQA Information. Customer acknowledges that the
Technology and Services contain valuable trade secrets, which are
the sole property of WEBQA or its suppliers, and Customer agrees to
use reasonable care to prevent other parties from learning of these
trade secrets. Customer wi II take all reasonable steps to prevent the
unauthorized access to the Technology and Services.
9.2 Customer lriformation. WEBQA acknowledges that Customer's
database may contain valuable trade secrets, which are the sole
property of Customer. To the extent that WEBQA becomes aware of
the content of a Customer database, WEBQA agrees to use
reasonable care to prevent other parties from learning of these trade
secrets; provided WEBQA may disclose such trade secrets to
affiliates, agents and other third parties, including counsel and
regulators, on a need-to-know basis, so long as such parties agree to
maintain the confidentiality of such information. WebQA will not sell
any content collected in the Customers database to any third party
without the written approval of Customer.
9.3 Exceptions. The obligations of this Section 9 shall not apply to
any information that (a) is now, or hereafter becomes, through no act
or failure to act on the part of receiving party (the "Receiver"),
generally known or available; (b) is known by the Receiver at the
time of receiving such information, as evidenced by the Receiver's
records; (c) is hereafter furnished to the Receiver by a third party, as
a matter of right and without restriction on disclosure; (d) is
independently developed by the Receiver without reference to or use
of the disclosing party's information; or (e) is required to be
disclosed by law, provided that the party to whom the information
belongs is given prior written notice of any such proposed disclosure.
10. MISCELLANEOUS PROVISIONS
10.1 Force Majeure. Neither WEBQA, its suppliers nor Customer
will be liable for any failure or delay in its performance under this
Agreement due to any cause beyond its reasonable control, including
acts of war, acts of God, earthquake, flood, embargo, riot, sabotage,
labor shortage or dispute, governmental act or failure of the Internet
(not resulting from the negligence or willful misconduct of
WEBQA), provided that the delayed party: (a) gives the other party
prompt notice of such cause, and (b) uses its reasonable commercial
efforts to promptly correct such failure or delay in performance. If
WEBQA is unable to provide Service(s) for a period of thirty (30)
consecutive days as a result of a continuing force majeure event,
Customer may cancel the Service(s) without penalty.
Customer's In'
WEBQA SERVICES AGREEMENT
10.2 Governing Law. This Agreement is made and shaIl be
interpreted, construed, governed, and enforced in accordance with the
laws of the State of Florida. Venue for any state action or litigation
shaIl be Seminole County, Florida. Venue for any federal action or
litigation shaIl be Orlando, Florida.
10.3 Severability. In the event any provision of this Agreement is
held to be contrary to the law, the remaining provisions of this
Agreement will remain in full force and effect.
10.4 Assignment. Neither party hereto may assign this Agreement, in
whole or in part, without the prior written consent of the other party,
which consent will not be unreasonably withheld.
]0.5 Notice. Any notice or communication required or pennitted to
be given hereunder may be delivered by hand, deposited with an
overnight courier, sent by email, confonned facsimile, or mailed by
registered or certified mail, receipt requested, postage prepaid, in
each case to the address of the receiving party as listed herein.
10.6 Relationship of Parties. WEBQA and Customer are
independent contractors and this Agreement will not establish any
relationship of partnership, joint venture, employment, franchise or
agency between WEBQA and Customer. Neither WEBQA nor
Customer will have the power to bind the other or incur obligations
on the other's behalf without the other's prior written consent, except
as otherwise expressly provided herein.
10.7 Waiver. The waiver or failure of either party to exercise in any
respect any right provided for in this Agreement shaIl not be deemed
a waiver of any further right under this Agreement.
10.8 Entire Agreement; Counterparts; Originals. This Agreement
including all documents incorporated herein by reference constitutes
the complete and exclusive agreement between the parties with
respect to the subject matter hereof.
10.9 Restricted Rights. Technology or Services acquired with United
States Federal Government funds or intended for use within or for
any United States federal agency are provided with "Restricted
Rights" as defined in DFARS 252.227-7013(c)(1 )(ii) or FAR 52.227-
]9.
WebQA Subscription Agreement - Wintersprings FL 07 v4
11. ACCEPTANCE
Authorized representatives of Customer and WEBQA have read the
foregoing and all documents incorporated therein and agree and
accept such tenns effective as of the date first written above.
Customer:
Signature:
Print Name:
{J~4J- 1'1/C-~
' ..7
Ronald W. MCLemore
City Manager
June 20, 2007
Title:
Date:
WebQA I
Signature:
Title:
Date:
Customer's In"
A. Services:
B. Number of Seats:
C. Authorized
Website:
D. Term:
E. Optional Terms:
F. Fees:
G. Billing:
H. Late
Payments:
I. Taxes:
J. Remittance:
K. Implementation
Services:
L. Customized
Services:
WEBQA SERVICES AGREEMENT
Schedule 1
Pricinl!
0'
Product Code
GOYSI
Descri tion
GovQA Service with Service Request and Survey
Unlimited Seats
www.wintersprinl!stl.orl!
0' Initial Term of7/1/07 _ Ending: 9/30/07
0' Annual Term of 10/1/07_ Ending: 9/30/08
0' One time, up front implementation cost of: $0
0' Annual Cost of $450 for Initial term
0' Annual Cost of $ I 800 for Annual term
WebQA agrees that the annual fees will not increase more than 10% annually.
Fees are billed on a quarterly basis in advance and are due upon receipt of invoice.
Payments over 60 days from due date will accrue interest at a rate of one (1 %) per month
All fees are exclusive of all taxes
All payments should be made directly to WebQA, Inc. at the following address:
Accounts Receivable
WebQA Inc
900 S. Frontage Road, Suite I JO
Woodridge, IL 60517
Payments will not be deemed received by WebQA until actually received in their offices.
WebQA Subscription Agreement - Wintersprings FL 07 v4
Customer's In'
WEBQA SERVICES AGREEMENT
Customer Information
Company Name: Ci t Of Winter S
Contact Name: Joe Alcala
Address: 1126 E. State Road
City: Winter S rin s
TItle: IT Coordinator
Phone: 407-327-7589
B'll' I ~
I IDl!: n ormatIOn
Contact Name: Accounts Payable
Address: 1126 E. State Road 434
City: Winter Snrinas I State: FL I Zip: 32708
Title: I Email: I Cellular:
Phone: 407-327-5951 I Fax: 407-327-6694 I Pager:
Purchase Order #: I Duns #:
Technical Contact
Contact Name: Phil Simmons
Address: 1126 E. State
City: Win terS r in s
Title: Web/Mul ti Media
Phone: 407-327- 8 9 9 0
Contact Hours
Domain Address Information
PRJMARY ADDRESS ADMINISTRATIVE ADDRESS ADMIN LOGIN ID ADMIN LOGIN
(MYGOVQA,COM/XXx!) (MYGOVQA.COMI xxx! ADMIN) PASSWORD
MYGO VHELP .COM/WI NTERSPRINGsF L MYGOVHELP,COM/ WINTERSPRINGsFL I ADMIN SA PASSWORD
WebQA Subscription Agreement - Wintersprings FL 07 v4
Customer's I