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Home My WebLink AboutVIII-10 Authorize Signature - Monsido Agreement (2024 - 2026) City Council Memorandum To: Mayor Fasbender & City Councilmembers From: Kelly Murtaugh, Assistant City Administrator Date: Item: Council Action Requested: Authorize signature on three-year agreement with Monsido. Background Information: The City has been utilizing a tool for monitoring and managing the useability of the website. The tool has some limitations and staff have been looking at other options. The agreement to use the Monsido tool expands staff capabilities of managing and monitoring web activity, ensuring compliance, effectiveness, and useability. It is user-friendly for staff and supports timely updates to information without coding knowledge. It also expands the tools available to ensure the website provides current content to external users. Financial Impact: Year 1 (2023) $0; Year 2 $3393; Year 3 $4524 Advisory Commission Discussion: N/A Council Committee Discussion: N/A Attachments: Agreement VIII-10 August 21, 2023 Authorize Signature: Monsido Agreement Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Sales Order Form Current Date: Jan 13, 2023 Expiration Date: August 31, 2023 Prepared by: Jake Andrade, jake.andrade@optimere.com Customer Primary Contact City of Hastings, MN 101 4th Street East Hastings, MN, 55033 Dave Hokstad dhokstad@hastingsmn.gov Term Start Date Invoicing Date Renewal Date Invoicing Contact September 1, 2023 September 1, 2024 (Net 30) September 1, 2026 Dave Hokstad dhokstad@hastingsmn.gov YEAR 1 OF 3 (CONCEDED) PRICE (USD) Monsido Platform - Standard New Web Scanning: 2,500 Pages Accessibility PDF Scanning: 250 PDF Credits Heat Maps: 25 Users: Unlimited Features: Quality Assurance, Accessibility, Mobile Accessibility, PDF Accessibility Site Inventory, Heartbeat, Policy, SEO, Statistics, Heat Maps, Compliance ShieldTM (PageAssistTM & PageCorrectTM), Training & Support $4,524.00 Monsido Platform - Service Credit Credit of $377 applied for 12 months of service. (Optional: Credit applied pending receipt of executed order form by 8/31/2023. -$4,524.00 Total (USD) $0.00 YEAR 2 OF 3 (12 MONTHS FOR 9 MONTHS) PRICE (USD) Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 1 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Monsido Platform - Standard New Web Scanning: 2,500 Pages Accessibility PDF Scanning: 250 PDF Credits Heat Maps: 25 Users: Unlimited Features: Quality Assurance, Accessibility, Mobile Accessibility, PDF Accessibility Site Inventory, Heartbeat, Policy, SEO, Statistics, Heat Maps, Compliance ShieldTM (PageAssistTM & PageCorrectTM), Training & Support $4,524.00 Monsido Platform - Service Credit Credit of $377 applied for 3 months of service. (Optional: Credit applied pending receipt of executed order form by 1/25/2023. -$1,131.00 Total (USD) $3,393.00 YEAR 3 OF 3 PRICE (USD) Monsido Platform - Standard New Web Scanning: 2,500 Pages Accessibility PDF Scanning: 250 PDF Credits Heat Maps: 25 Users: Unlimited Features: Quality Assurance, Accessibility, Mobile Accessibility, PDF Accessibility Site Inventory, Heartbeat, Policy, SEO, Statistics, Heat Maps, Compliance ShieldTM (PageAssistTM & PageCorrectTM), Training & Support $4,524.00 Total (USD) $4,524.00 This SOFTWARE AS A SERVICE AGREEMENT (“the Agreement”) is entered into and shall become effective on the earlier of either the date of signature or date of issuance of a purchase order referencing this Order Form and the terms and conditions herein (the “Effective Date”). This Agreement is entered into between Monsido, Inc., a Florida corporation with a principal place of business located at 5880 Oberlin Dr. 6th Fl, San Diego, CA 92121, (“Service Provider”), and the Customer listed above (“Customer”). This Agreement includes and incorporates the above Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 2 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Order Form, as well as the attached Terms of Service and Data Protection and Privacy Policy Statement and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. CITY OF HASTINGS, MN By: Name, Title: Date: 2023-08-03 Kelly Murtaugh, acahr Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 3 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! TERMS OF SERVICE BY EXECUTING AN ORDER FORM AND OTHERWISE USING THE MONSIDO SERVICES, YOU HEREBY AGREE TO BE BOUND TO THE FOLLOWING TERMS OF SERVICE. SECTION I: DEFINITIONS As used herein, the following terms shall have the following definitions: a) References to “Customer” mean a registered User of the Services. b) References to “Customer Website” mean those publicly-available pages of Customer’s Website. c) References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms. d) References to “Effective Date” mean the date the Services are to start as set forth on the Order Form. e) References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach. f) References to an “Order Form” mean an Order Form signed by a Customer. g) References to the “Services” mean any and all services offered by Service Provider, including but not limited to those Web governance and Web page crawling services provided to Service Provider’s Customers and any add-on services as set forth on the Order Form. h) References to the “Terms” and/or “Agreement,” mean this, these Terms of Service as set forth herein. i) References to “Service Provider” and/or “Monsido,” mean Monsido, LLC., and its subsidiaries, parents and affiliates. j) References to the “Web site” mean the Web sites bearing the URL http://www.monsido.com and app.monsido.com as well as any other Web site owned and/or operated by Service Provider related to the Services. SECTION II: GENERAL PROVISIONS 2.1. About the Services. Service Provider provides an online tool suite and optional add-on services to scan the Customer's Web site once every seven (7) days, or more frequently, if requested and included in Customer’s plan as set forth on the Order Form. Each scan shall produce a status report via email, which is thereafter accessible via the online dashboard available via the Web site. Via this same dashboard, Customer can also grant access to an unlimited number of permitted users within its own organization (each an “Authorized User,”) to find and solve issues and make improvements related to Quality Assurance (“QA,”) Search Engine Optimization (“SEO”) and Web Governance. A current list of the Services provided via the tool suite can be found online at http://monsido.com/features/ and is subject to change from time-to-time, without notice, and pursuant to Service Provider's sole and exclusive discretion. Notwithstanding the foregoing, in the event that such features are downgraded, Customer shall have the option to terminate this Agreement without penalty. In addition to the tool suite, Customer may purchase additional add-on tools, including but not limited to the PageAssist software widget and the PageCorrect feature. 2.2. Reliance on the Services; Assumption of the Risk. Customer acknowledges that the Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Customer acknowledges further that any reliance on the Services is at Customer’s own risk. Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 4 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! 2.3.Restrictions and Responsibilities. In addition to the other restrictions on use set forth herein, Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services); or use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party. Further, Customer may not remove or export from the United States or any other authorized territory or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, the EU embargoed countries list set forth by the E.U. Common Foreign and Security Policy, or any other United States or European Union or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Service Provider’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 2.4. Restriction on Pages and Information Scanned. The Services are intended to be used to scan only Customer's public-facing web pages. For the avoidance of doubt, in no event shall Customer utilize the Services to scan private areas of Customer's Web sites, such as those areas that are password protected or contain private information about Customer and/or its users, employees, contractors, officers, directors, and/or other agents. In the event Customer so utilizes the Services in such a manner, Customer agrees and acknowledges that Monsido shall not be held liable for any damages arising from or related to the same, including but not limited to damages that may arise related to the failure to comply with data protection rules and regulations. Customer shall utilize the Software to scan only those URLs and domains belonging to Customer and/or for which Customer has a license to operate and manage the same. In no event shall the Software be used to scan URLs and domains outside of Customer's control or otherwise in bad faith. 2.5.System Updates. The Services will include all updates and new versions of the Software for no additional price increases through the duration of the Term. In the event Service Provider releases new services, products or modules, which were not a part of Customer’s original service plan, Customer may elect to add such services, products or modules to its plan upon the payment of additional fees. 2.6.Technical Support. Service Provider will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 7:00 am through 5:00 pm U.S. Pacific time, with the exclusion of U.S. Federal Holidays (“Support Hours.”) Customer may initiate a helpdesk ticket during Support Hours by calling +1 858-281-2185 (United States Customer,) +44 20 3808 5496 (European Customer,) or +45 89 88 19 15 (Scandinavian Customer,) via email at info@monsido.com or via chat support available online at https://monsido.com/services/help-center. Customer may also send us a message at any time via our support ticket system on Customer’s Account dashboards or via the form available at http://monsido.com/contact/. Service Provider will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. We further provide technical support and product training as well as help center support. For more information see http://monsido.com/services/product-training/ and http://monsido.com/services/help-center/, respectively. SECTION III: ACCOUNTS, USE OF THE SERVICES 3.1.Online Accounts. Customer shall be given the opportunity to register via an online registration form to create an account, (hereinafter Customer’s “Account,”) that will allow Customer and Customer’s Authorized Users to receive information from Service Provider and/or to participate in certain features of the Services. Service Provider will use the information Customer provides in accordance with Service Provider’s Data Protection and Privacy Policy Statement, attached hereto. Customer represents and warrants that all information Customer provides on the registration form is current, complete and accurate to the best of Customer’s knowledge. Customer agrees to maintain and promptly update Customer’s registration information so that it remains current, complete and accurate. During the registration process, Customer may be required to choose a password. Customer acknowledges and agrees that Service Provider may rely on this password to identify Customer. Customer is responsible for all use of Customer’s Account as well as any action taken thereunder by an Authorized User, regardless of whether Customer authorized such access or use, and for ensuring that all use of Customer’s Account complies fully with the provisions of these Terms of Service. Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 5 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! 3.2.Multiple Accounts, Transfer Prohibited. Customer shall not have more than one (1) Account and shall not sell, trade or transfer that Account to any other person or entity. 3.3.Right to Monitor. Service Provider shall have the right to monitor Customer’s Account in Service Provider’s sole and exclusive discretion. 3.4. Customer Responsibilities. Customer shall ensure that any of Customer's Web sites are compatible with the Service Provider’s tools. If Customer is using an AJAX application, the AJAX application must be designed to allow a crawler to access its content. Customer must use a current version of a major internet browser (e.g. Firefox, Chrome, Safari, Internet Explorer, Edge or some similar, well-known browser.) Regardless of the Web browser or coding language used, Customer shall ensure that the Service Provider’s crawler is not blocked by any of the Customer’s technology. 3.5. Data Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance or development of the Services or as otherwise permitted herein or in the Service Provider’s Data Protection and Privacy Policy Statement, attached hereto) or divulge to any third person any such Proprietary Information, unless required by law. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Customer shall own all right, title and interest in and to the Customer Data. Service Provider shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, Customer feedback or technical support, except for any pre-existing intellectual property rights owned by Customer and (c) all intellectual property rights related to any of the foregoing. Nothing in this provision shall be read to require Customer to provide any feedback. Notwithstanding anything to the contrary, Service Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Service Provider will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Service Provider offerings. No rights or licenses are granted except as expressly set forth herein. 3.6. Service Levels. The Services shall be available Ninety-Nine Percent (99.0%) of the time, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Service Provider’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Service Provider's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Service Provider will credit Customer Five Percent (5%) of the service fees for each period of sixty (60) or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Service Provider) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Service Provider in writing within three (3) business days from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of service fees in any one (1) calendar month in any event. Service Provider will only apply a credit to the month in which the incident occurred. Service Provider’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Service Provider to provide adequate service levels under this Agreement. SECTION IV: FEES; TERMS OF PAYMENT; REFUNDS 4.1.Service Fee. Subject to the terms of the Order Form together with any trial offer set forth thereon, Customer must pay the service fee and any additional add-on service fee each year during the Term in advance. Payment of the first (1st) service fee shall be due and owing as set forth in Section 4.3 of this Agreement. Service Provider reserves the right to change the service fee, or any other applicable fees and charges and to institute new charges and service fees at the end of the Initial Term or then current renewal term, upon thirty (30) calendar days’ prior notice to Customer (which may be sent by email). Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 6 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! 4.2.Invoicing. All service fees as set forth herein shall be pre-paid, in full, on a monthly, annual or per-Term basis, (the “Billing Cycle,”) as set forth on the Order Form, on the first (1st) day of the Billing Cycle, where the first (1st) day of the first (1st) Billing Cycle shall be the Effective Date set forth in the Software as a Service Agreement entered into by and between the parties. Payment shall be due and owing, in full, within thirty (30) calendar days of the Billing Date. 4.3.Form of Payment. Payment shall be made by Automated Clearing House (“ACH”) or wire transfer, check, or recurring credit/debit card payment. A W9 form is available upon request. 4.4.Taxes. Customer is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider as a result of Customer’s payment of any and all fees. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of these Terms shall be paid or withheld by Service Provider. To the extent such taxes apply to Customer, Customer is responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Customer's subscription and assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in the Order Form, all fees, rates, and estimates exclude sales taxes and/or any indirect taxes including, but not limited to, VAT/GST/JCT. If Monsido believes any such tax applies to Customer's subscription and Monsido has a duty to collect and remit such tax, the same may be set forth on an invoice to Customer unless Customer provides Monsido with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by Customer immediately or as provided in such invoice. Customer shall indemnify, defend, and hold harmless Monsido and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns against any and all actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay taxes owed by Customer, except to the extent that any such claims, action, or proceeding is directly caused by a failure of Monsido to remit amounts collected for such purpose from Customer. Monsido is solely responsible for taxes based upon Monsido's net income, assets, payroll, property, and employees. 4.5. Suspension of Services. In the event a balance remains unpaid by Customer thirty-one (31) calendar days following the first (1st) day of the Billing Cycle for the Fees set forth above, Customer agrees and acknowledges that the Services shall be automatically suspended, without notice, until such payments are made, in arrears. Where permitted by law, unpaid amounts are subject to a finance charge of One-and-a-Half Percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. 4.6. Refunds. Due to the electronic nature of the Services, in no event other than material breach of these Terms by Service Provider shall a refund be granted, in whole or in part, for any reason or no reason whatsoever, including but not limited to Customer’s cancellation of the Services prior the end of the Term, Customer’s failure to utilize the Services, or Service Provider’s failure to meet any Service Level as set forth herein unless such failure is intentional or malicious. SECTION V: TERM AND TERMINATION 5.1. Term and Termination; Renewals. These Terms are legally binding as of the Effective Date and shall continue for a term as set forth in the Order Form or until otherwise terminated as provided for herein, (the “Initial Term.”) Following the Initial Term and unless otherwise terminated as provided for herein the Term may be renewed for successive terms, (each, a “Renewal Term,”) with the Service Fees due under this Renewal Term shall be (i) the Service Provider’s then-current Service Fees for the Services; or (ii) the Service Fee of the previous Term or Renewal Term plus three percent (3%); provided, however, that: (a) such notice be given no fewer than thirty (30) calendar days prior to the last day of the then-current term; and, (b) any such termination shall be effective as of the date that would have been the first day of the next Renewal Term. Without limiting the right of a party to terminate these Terms, a party may terminate this Agreement for convenience upon prior written notice to the other party with no fewer than thirty (30) calendar days prior written notice. Further, without limiting the right of a party to immediately terminate these Terms for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non breaching party may terminate these Terms for cause as of a date specified in such notice. The Initial Term may be modified by agreement of the parties via the Order Form in which case the Term set forth on the Order Form shall control. 5.2. Payments upon Termination. In the event that Customer terminates use of the Services, except for in instances of Service Provider’s material breach of these Terms, prior to the end of the Term, the remainder of the service fees and other fees shall immediately become due and owing and shall be paid in full no later than thirty (30) calendar days days following Customer’s notice of termination. In no event shall any fees paid be refunded, in whole or in part, for any reason or no reason whatsoever, where Customer terminates use of the Services Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 7 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! prior the end of the Term, Customer failures to utilize the Services, or Service Provider fails to meet any Service Level as set forth herein unless such failure is intentionally or malicious. Notwithstanding the foregoing, in the event of termination by Service Provider without cause, Service Provider shall refund to Customer any pre-paid fees, pro-rata, from the date of termination. SECTION VI: DISCLAIMERS; LIMITATIONS OF LIABILITY 6.1. DISCLAIMER OF WARRANTY. Service Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Service Provider or by third-party providers, or because of other causes beyond Service Provider’s reasonable control, but Service Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT PROVIDED THE SAME IS NOT MALICIOUS OR WILLFUL. 6.2. LIMITATION OF LIABILITY. SUBJECT TO THE LAST SENTENCE OF SECTION 6.1 ABOVE, (A) CUSTOMER AGREES THAT USE OF THE SERVICES (INCLUDING ANY RELATED SOFTWARE PRODUCT PROVIDED BY SERVICE PROVIDER PURSUANT TO THESE TERMS OF SERVICE) IS AT CUSTOMER SOLE RISK. NEITHER SERVICE PROVIDER NOR SERVICE PROVIDER’S AFFILIATES NOR ANY RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DOES SERVICE PROVIDER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED. (B) SUBJECT TO THE LAST SENTENCE OF SECTION 6.1, ANY DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, PROVIDED THE SAME IS NOT MALICIOUS OR WILLFUL, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF USE. (C) ALTHOUGH ALL INFORMATION AND MATERIALS PROVIDED VIA THE SERVICES ARE BELIEVED TO BE RELIABLE, SERVICE PROVIDER MAKES NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE SERVICES. (D) EXCEPT WHERE THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 6.2 ARE PROHIBITED BY LAW, IN NO EVENT SHALL SERVICE PROVIDER, SERVICE PROVIDER’S EMPLOYEES, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, VENDORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OR MEMBERS, BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT (EXCEPT FOR INSTANCES OF SERVICE PROVIDER'S SOLE NEGLIGENCE), INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES. (E) SERVICE PROVIDER DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF CUSTOMER’S CUSTOMER DATA INFORMATION EXCEPT FOR INSTANCES OF SERVICE PROVIDER'S SOLE NEGLIGENCE AS TO NON-CONFORMITY WITH INDUSTRY DATA PROTECTION STANDARDS. BY UTILIZING THE SERVICES CUSTOMER ACKNOWLEDGES AND AGREES TO SERVICE PROVIDER’S DISCLAIMER OF ANY SUCH LIABILITY. (F) EXCEPT WHERE THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 6.2 ARE PROHIBITED BY LAW, SERVICE PROVIDER’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF SERVICE PROVIDER’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THREE TIMES THE AMOUNT OF FEES CUSTOMER PAYS TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS AND NO/CENTS ($1,000.00,) WHICHEVER IS GREATER. (G) FOR THE AVOIDANCE OF DOUBT, THE FORGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY SHALL APPLY TO ANY AND ALL ADDITIONAL SOFTWARE PRODUCTS, TOOLS, OR WIDGETS ("OPTIONAL SOFTWARE PRODUCTS.") BY PURCHASING THE SAME, CUSTOMER AGREES AND ACKNOWLEDGES THAT THE MISUSE OF SUCH OPTIONAL SOFTWARE PRODUCTS MAY POSE SIGNIFICANT RISK TO CUSTOMER AND CUSTOMER’S END-USERS, AND CUSTOMER HEREBY ACCEPTS FULL LIABILITY FOR THE SAME, SUBJECT TO THIS SECTION 6.2. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN CUSTOMERS. The above limitations shall survive these Terms and inure to the benefit of Service Provider and Service Provider’s employees, subsidiaries, parents, agents, partners, third- party content providers, vendors and their respective directors, officers, and members. Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 8 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! SECTION VII: GOVERNING LAW; ARBITRATION 7.1.Governing Law. For governmental agencies: These Terms shall be governed and construed in accordance with the laws of your jurisdiction. For non-governmental customers: These Terms shall be governed and construed in accordance with the laws of the state of Florida without regard to its conflicts of law provisions. Customer agrees to submit to the personal jurisdiction of the courts located in Broward County, Florida, and any cause of action that relates to or arises from these Terms and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 7.2, infra. 7.2. Arbitration. Applicable only to non-governmental customers: The Parties agree that any dispute concerning, relating, or referring to these Terms and/or the Services shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the state of Florida and shall be brought for arbitration in Broward County, Florida, pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction. SECTION VIII: INTELLECTUAL PROPERTY 8.1. Ownership. All proprietary software, third party licensed software, software libraries, services, methodologies, techniques, algorithms, tools, materials, products, ideas, designs, and know-how used by Service Provider in providing the Services (including all reports and their copies, enhancements, modifications, revisions, and derivative works of any of the foregoing) and deliverables (whether oral or written) are, and shall remain, the sole and exclusive property of Service Provider. Nothing herein shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from Service Provider to Customer. 8.2. Grant of License by Customer. Service Provider reserves the right to reference Customer on public customer lists and to use Customer’s name and logo on the Service Provider’s Web site for marketing purposes. Additionally, Service Provider may request the use of Customer’s name and/or logo in press releases, advertising material and other promotional material. Any such intent for use of Customer marks will be presented to the Customer in advance. 8.3. Grant of License by Service Provider. In consideration of the payment of the service fee, subject to the terms and conditions hereof and for the duration of the Term, Service Provider grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use the software and Services. 8.4.Restriction on Grant of License. Section 8.3, supra, shall only apply to the extent that Customer is using the Services for legitimate business use as intended by the purpose of the Services and not for the purpose of comparing the Services to a competitor or similar product of Monsido. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Services is for their intended purpose only, and understands and agrees that any other use shall be considered fraud. Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 9 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! SECTION IX: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS 9.1. Use of Third-Party Tools, Services, and Products. We may provide you with access or refer you to Third-Party tools, services, and products over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to or refer you to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-Party tools, services or products. Any use by you of optional tools, products, or services offered through the Services or otherwise referred to you by us is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools, services, and products are provided by the relevant Third-Party provider(s). SECTION X: MISCELLANEOUS 10.1.Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms. 10.2. Waiver. Any waiver of a right under these Terms of Service shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law. 10.3. Force Majeure. Service Provider shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond our control, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, pandemics, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). Service Provider shall use all reasonable efforts to notify Customer of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay. 10.4. Assignment. Service Provider shall have the right to assign and/or transfer these Terms of Service and Service Provider's rights and obligations hereunder to any wholly-owned subsidiary, parent company, or affiliate after notifying Customer as provided for herein. Notwithstanding the forgoing, Services Provider shall not assign and/or transfer these Terms of Service and Service Provider's rights and obligations hereunder to any other third party except for as referenced above without providing thirty (30) calendar days' written notice to Customer who shall have the option to terminate the Agreement at its option. In the event Customer divests all or any part of its businesses to a third party (whether direct or indirect or by sale, merger, consolidation, or otherwise) or reorganizes its businesses, Customer may assign or duplicate its rights and obligations under this Agreement so as to retain the benefits of this Agreement for both Customer and such third party. No terms added to any purchase order issued by the Customer shall have any force or effect unless expressly consented to, in signed writing, by an authorized representative of Service Provider. In the event Service Provider does so expressly consent to such PO terms, this Agreement shall control. 10.5. Rights of Third Parties. These Terms do not give any right to any Third Party unless explicitly stated herein. Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 10 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! 10.6. Relationship of the Parties. The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party. 10.7. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. 10.8. Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to the address first set forth above, as amended from time-to-time. 10.9. Entire Agreement. This Agreement, together with the Order Form represents the complete and exclusive statement of the Agreement between the Parties as to the subject matter hereof. No other Agreements, covenants, representations or warranties, express or implied, oral or written, have been made by the Parties concerning this Agreement. Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 11 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 12 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 13 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 14 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 15 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 16 of 17 VIII-10 Monsido LLC PO Box 737311 Dallas, TX 75373-7311 A web governance platform that helps you maintain your site through accessibility, QA, SEO, content policies and more! Document Ref: F5TDJ-JVWPU-GEBRW-YM3JO Page 17 of 17 VIII-10 Signature Certificate Reference number: F5TDJ-JVWPU-GEBRW-YM3JO Document completed by all parties on: 03 Aug 2023 18:15:18 UTC Page 1 of 1 Signer Timestamp Signature Email: kmurtaugh@hastingsmn.gov Recipient Verification: Sent:31 Jul 2023 16:55:09 UTC Viewed:03 Aug 2023 18:12:46 UTC Signed:03 Aug 2023 18:15:18 UTC ✔Email verified 03 Aug 2023 18:12:46 UTC IP address: 207.171.110.153 Location: Hastings, United States Signed with PandaDoc PandaDoc is a document workflow and certified eSignature solution trusted by 40,000+ companies worldwide. VIII-10