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WEBQA SERVICE(S) AGREEMENT
<br />For GovQA Service(s)
<br />THIS SERVICE(S) AGREEMENT (the "Agreement") between
<br />WEBQA, Inc. ("WEBQA") with its principal place of business at 900
<br />S. Frontage Road, Suite 110 Woodridge, IL, 60517 and The City of
<br />Ramsey, a city with its principal place of business at 7550 Sunwood
<br />Drive NW, Ramsey, MN 55303 ("Customer") is made effective as of
<br />July 1, 2012 ("Effective Date".)
<br />1. WEBQA DELIVERY OF SERVICE(S):
<br />WEBQA grants to Customer a non-exclusive, non -transferable,
<br />limited license to access and use the GovQA Service(s) on the
<br />Authorized Website(s) identified in Schedule A in consideration of
<br />the fees and terms described in Schedule A.
<br />2. CUSTOMER RESPONSIBILITIES:
<br />Customer acknowledges it is receiving only a limited license to use
<br />the Service(s) and related documentation, if any, and shall obtain no
<br />title, ownership nor any other rights in or to the Service(s) and related
<br />documentation, all of which title and rights shall remain with
<br />WebQA. In addition, Customer agrees that this license is limited to
<br />applications for its own use and may not lease or rent the Service(s)
<br />nor offer its use for others. All Customer data is owned by the
<br />Customer. Under no circumstances is the system intended to capture
<br />confidential information of any kind. Confidential information is
<br />defined such as social security numbers and financial information.
<br />Customer agrees to maintain the Authorized Website(s) identified in
<br />Schedule A, provide WEBQA with all information reasonably
<br />necessary to setup or establish the Service(s) on Customer's behalf,
<br />and allow a "Powered by GovQA" logo with a hyperlink to
<br />WebQA's website home page on the Authorized Website.
<br />3. SERVICE(S) LEVELS:
<br />WEBQA will use commercially reasonable efforts to backup and
<br />keep the Service(s) and Authorized Website(s) in operation consistent
<br />with applicable industry standards and will respond to customers'
<br />requests for support during normal business hours.
<br />THE SERVICE(S) ARE PROVIDED ON AN "AS IS" BASIS, AND
<br />CUSTOMER'S USE OF THE SERVICE(S) IS AT ITS OWN RISK.
<br />WEBQA DOES NOT WARRANT THAT THE SERVICE(S) WILL
<br />BE UNINTERRUPTED OR ERROR -FREE OR UNEFFECTED BY
<br />FORCE MAJEURE EVENTS.
<br />4. WARRANTY AND LIABILITY:
<br />WEBQA MAKES NO REPRESENTATION OR WARRANTY AS
<br />TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE OF THE SERVICE(S) AND SHALL HAVE NO
<br />LIABILITY FOR ANY CONSEQUENTIAL DAMAGES OF ANY
<br />KIND INCLUDING, BUT NOT LIMITED TO, DATA LOSS AND
<br />BUSINESS INTERRUPTION, AND THE PARTIES AGREE THAT
<br />THE ONLY REMEDIES THAT SHALL BE AVAILABLE TO
<br />CUSTOMER UNDER THIS AGREEMENT SHALL BE THOSE
<br />EXPRESSLY SET FORTH IN THIS AGREEMENT. WEBQA'S
<br />LIABILITY UNDER ALL CIRCUMSTANCES INVOLVED
<br />HEREIN IS EXPRESSLY LIMITED TO THE AMOUNT
<br />RECEIVED UNDER THIS AGREEMENT.
<br />5. TERMINATION:
<br />Either party may terminate this agreement if the terminating party
<br />gives the other party sixty (60) days written notice prior to the current
<br />term end date. Should Customer terminate without cause after the
<br />first date of the term as defined in Schedule A, Customer must pay
<br />the balance of the current contracted term and this payment
<br />obligation will immediately become due. WebQA may terminate
<br />service(s) if payments are not received by WebQA as specified in
<br />Schedule A. All monies associated to the current term will be due
<br />immediately.
<br />Upon any termination, WebQA will discontinue Service(s) under this
<br />agreement; WebQA will provide Customer with an electronic copy of
<br />all of Customer's data, if requested; and, provisions of this
<br />Agreement regarding Ownership, Liability, Confidentiality and
<br />Miscellaneous will continue to survive.
<br />6. INDEMNIFICATION
<br />Each Party agrees to fully indemnify and hold harmless the other for
<br />any and all costs, liabilities, losses, and expenses resulting from any
<br />claim, suit, action, or proceeding brought by any third party.
<br />7. ACCEPTABLE USE:
<br />Customer represents and warrants that the Service(s) will only be
<br />used for lawful purposes, in a manner allowed by law, and in
<br />accordance with reasonable operating rules, policies, terms and
<br />procedures.
<br />WEBQA may, upon misuse of the Service(s), request Customer to
<br />terminate access to any individual and Customer agrees to promptly
<br />comply with such request unless such misuse is corrected.
<br />8. CONFIDENTIALITY:
<br />Each party hereby agrees to maintain the confidentiality of the other
<br />party's proprietary materials and information, including but not
<br />limited to, all information, knowledge or data not generally available
<br />to the public which is acquired in connection with this Agreement,
<br />unless disclosure is required by law. Each party hereby agrees not to
<br />copy, duplicate, or transcribe any confidential documents of the other
<br />party except as required in connection with their performance under
<br />this Agreement. Customer acknowledges that the Service(s) contain
<br />valuable trade secrets, which are the sole property of WebQA, and
<br />Customer agrees to use reasonable care to prevent other parties from
<br />learning of these trade secrets or have unauthorized access to the
<br />Service(s). WebQA will use reasonable efforts to insure that any
<br />WebQA contractors maintain the confidentiality of proprietary
<br />materials and information.
<br />9. MISCELLANEOUS PROVISIONS:
<br />This Agreement will be governed by and construed in accordance
<br />with the laws of the State of Minnesota.
<br />WEBQA may not assign its rights and obligations under this
<br />Agreement, in whole or part, without prior written consent of
<br />Customer, which consent will not be unreasonably withheld.
<br />10. ACCEPTANCE:
<br />Authorized representatives of Customer and WEBQA have read the
<br />foregoing and all documents incorporated therein and agree and
<br />accept such terms effective as of the date first written above.
<br />Customer: City of Ramsey
<br />Signature:
<br />Print Name:
<br />Title: Date:
<br />WebQA Inc.
<br />Signature:
<br />Print Name: John Dilenschneider
<br />Title: CEO Date:
<br />6/22/2012 1 of 2 WebQA Service(s) Agreement 110607
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