HomeMy WebLinkAboutVIII-07 Authorize Signature - Digital Services Agreement and Budget AmendmentCity Council Memorandum
To:Mayor Fasbender & City Councilmembers
From:Assistant City Administrator Kelly Murtaugh
Date:June 2, 2025
Item:Website Agreement and Budget Amendment Authorization
Council Actions Requested:
Authorize signature on digital services agreement for content management services (website
hosting) with GHD Digital/Govstack and authorize budget amendment.
Background Information:
The City’s current website platform is aging and does not support mobile responsiveness in a
manner that optimally serves residents. Additionally, the website is undergoing city-wide review
and editing to meet federal requirements for accessibility by April 2027.
GHD Digital provides a platform that is compliant with federal accessibility requirements while
assisting staff in migrating content in an accessible manner. The platform has capabilities to
automatically adjust content for mobile, tablet and computer viewing and access.Shifting the
website platform now allows for a transition to the new site by the end of the calendar year,
matching the timeframe for releasing the new and expiring the current platform.
Financial Impact:
Funds are already committed for annual hosting. Additional funds of $10,350.14 are needed to
initiate the transition.
Committee Discussion:
NA
Attachments:
GHD Digital Services Agreement
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Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35
PRODUCT
Digital Solution2024
Transform the way you serve and connect with your community
VIII-07
GOVby
stack
GHD Oig«a'
Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35
Digital Solution2024
A scalable platform that puts the control into your hands
Public sector organizations need to keep pace with the demands of their
residents for online information and service delivery,especially in the face of
rapid community growth.They also need to provide up-to-date information,
but don’t always have the technical resources to do this.
→Transform for good.
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by GHD Digital
Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35
Digital Solution2024
Govstack Terms and Conditions v.5 (3.15.23)Govstack.com
Introducing Govstack®, a platform built for the public sector.
Govstack is a modular and scalable digital platform that enables you to engage,inform,serve,and connect with your community online,while cutting down on the cost and resources necessary to do so.
Govstack®Content Management System,arobust website CMS that puts you in controlof the way your content is
presented.
Govstack® Events,an interactive tool to easily manage your events both paid and free. Create multiple calendars, aggregatethem for a single master view, plan and publish in collaborationwith other departments.
Govstack® Forms, a customizable forms integration that cuts your operating costs by digitally collecting feedback, and
allowing your residents to transact business online.
Govstack® Citizen Portal,a personalized, citizen engagement portal that provides quick access to key information and
services tailored to the unique needs of your residents,
wherever and whenever they need it.
Govstack®
Govstack®
CMS
Website content managementmade easy
Govstack®
Forms
Convenientlydeliver your municipalservices
Govstack®
Events
Create community interactions
Govstack®
Citizen Portal
Provide personalized access to your services
Learn more Learn more Learn more Learn more
Govstack®products →
VIII-07aovsTdckSXbyGHDDigital
Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35
Digital Solution2024
Govstack Terms and Conditions v.5 (3.15.23)Govstack.com
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Govstack.comGovstackTermsandConditionsv.5 (3.15.23)
Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35
Digital Solution2024
Tailored to meet your
unique needs
Powerful flexible intuitive Content Management System
Self-serve CMS with low code / no code site builder
Create subsites, landing pages, control CSS and brand
Easy to update and publish content with workflows and rollbacks
Powerful and flexible forms
Timely updates, Notification and Alerts system
Secure,reliable and accessible WCAG 2.1 Level AA
Why Govstack®?
➀Grow as you go
Evolve with the needs of your communityand your organization
➁Power with one password
Increase efficiency and centralize your systems on a single platform to deliver city services to your residents through secure, single sign-on (SSO) access.
➂Increase transparency and improve trust
Provide your residents with timely information, automated email notifications and feedback forms to enhance trust and foster connection.
➃Reduce your inquiry cost methods
We understand the pressures and expectations for Council to provide faster, easier, and cost-effective services to the public. And we also recognize the labor shortages that challenge the public sector.That’s why we made Govstack,value-driven platform that helpsyouoptimizeyourworkforceandreducecosts,while meeting the online service expectations of your community.
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450k #3
Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35
Govstack Terms and Conditions v.5 (3.15.23)
Govstack.com
Digital Solution2024
Features of the platform Figure 1.2 -Govstack template
General
→Subsites
→Multilingual support
→Accessibility
→Responsive on all devices
CMS
→Website themes
→Website advanced search
→Upcoming calendar events feed
→Events calendar
→Recent news
→News listingpage
→News article detail page
→ContactDirectory
→Alertbanners &pop-ups
→Embeddedsocial media feeds
→News subscriptions
→Forms
CMS Back Office (Admin view)
→CMS access with single sign-on
→Site builder
→Preview mode editable across multiple device screens
→Calendar events widget
→News widget
→News article
→News subscriptions
→Alerts
→Contact Directory management
→Landing pages
→Searchengine optimization (SEO)
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Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35
Govstack Terms and Conditions v.5 (3.15.23)Govstack.com
DIGITAL SOLUTIONS AGREEMENT
PURPOSE
Please see quote.
ACCEPTANCE CRITERIA
Looks and functions like the selected theme and has been updated based on the logo and brand guidelines provided by
the customer. Is responsive to different screen sizes and orientations. Is developed following the practices and
guidelines outlined by the WCAG 2.1 level AA standard.All included products and AddOns are installed and configured
based on the preferences confirmed by the customer during initiation. Blank pages and navigation based on the
approved sitemap are setup. Training was provided for the CMS and all included products and AddOns. A GoLive Plan
has been provided to the customer.
DELIVERY SCHEDULE
Schedule will be provided upon approval of this Statement of Work.
Part 3
Part 2
Part 1
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Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35
PRODUCTS &SERVICES
Products &Services
Name Billing
Frequency
Quantity Unit Price Total
1 Govstack Starter One-Time 1 $12,443.00 $12,443.00
Plan (CMS +Events)
-Implementation
2 Sitemap -Full One-Time 1 $4,515.00 $4,063.50
sitemap after 10%discount
development
3 Sitemap Public One-Time 1 $4,988.00 $4,489.20
Engagement and after 10%discount
Testing (Treejack
Survey)
4 Govstack Platform -One-Time 1 $1,450.00 $1,450.00
Client OpenID AD
IdP Implementation
5 Website Governance One-Time 1 $0.00 $0.00
Guide Template
6 Writing for the Web One-Time 1 $1,000.00 $0.00
and Accessibility after 100%discount
On-Demand Video
Subscription
7 Govstack Starter Annually 1 $4,431.00 $4,431.00 /year
Plan (CMS +Events)/year
-Subscription
8 Govstack Platform -Annually 1 $1,430.00 $1,430.00 /year
Client OpenID AD /year
IdP Subscription
Part 4
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Annual subtotal $5,861.00
One-time subtotal $22,445.70
after $1,950.30 discount
Total $28,306.70
Questions?Contact me
Mike Skufca
Account Executive
mike.skufca@ghd.com
+15193404453
Customer:City of Hastings MN
Contact: Kelly Murtaugh, Assistant City Administrator/Human Resources Director, kmurtaugh@hastingsmn.gov,
651-480-2355
Address:101 4th Street East ,Hastings Minnesota,United States 55033
License Term:60 months
Payment Terms:Net 30 days,USD*Applicable taxes and annual increase the greater of 5%and Inflationary Index
not included
Quote Expiry Date:May 30,2025
Additional Terms:
This Agreement is for 60-month (5-year)contract term.This quote is based on the implementation fee
($22,445.70)being paid over a 5 year period in equal,annual payments on top of the annual fee.
The annual fee is $5,861 per year for hosting,maintenance,support,security,etc.
Year 1 Fees -$10,350.14 USD
Year 2 Fees -$10,867.65 USD
Year 3 Fees -$11,411.03 USD
Year 4 Fees -$11,981.58 USD
Year 5 Fees -$12,580.66 USD
Please note that we've included our annual 5%increase for CPI in these costs.
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Statement of Work
1.Installation and configuration of a new Govstack website based on the selected theme's default layout
Use of Govstack local identity management for user accounts,allowing access to all Govstack applications
with a single identity.Azure AD integration for SSO is available as an AddOn.
Delivery Coordination (kickoff meeting, post-training meeting, closeout meeting)
Sample sitemap from a similar organization and a tip sheet of site navigation best practices
Access to regularly scheduled training webinars,unlimited registration for your organization's domain
Access to online Learning Centre
Go Live activities (Go Live to be scheduled within 4 months of kickoff)
2.GHD Information Architect to create first draft sitemap based on a review of Analytics,existing website,and best
practices in navigation and user experience
One (1)presentation to staff of draft sitemap,including overview of website navigation best practices
GHD Information Architect to work through sitemap revisions with you to obtain final version (up to 3 rounds of
revisions)
3.Public Engagement in website navigation design via Treejack platform
One (1)30-minute presentation of findings and updated draft sitemap based on findings
*Website updates to implement sitemap changes are not included
4.Govstack Platform
Client Microsoft AD/SAML Implementation
5.A Website Governance Guide will help you build your own plan of action to ensure that content is regularly updated
and reviewed so that the website continues to prioritize the end user and provide a positive user experience.Please
ask us about our Website Governance consulting service.
6.Writing for the Web Training is 3-hour video course that gives a complete look at how to approach and create
comprehensive and accessible web content.This course provides all of the information necessary in an easy-to-
understand workshop,easing content providers into the writing process with a clear approach and methodology,
including why we write a certain way and how these methods directly benefit your audience.We focus on the use
of direct,succinct and user-friendly language across all formats,which includes understanding literacy levels and
the best way to present your content,as well as formatting for accessibility standards and best practices.This
course covers the main content components to create accessible content (headings,alt text,links,tables)to ensure
your content is Accessible WCAG 2.1 Level AA compliant at a minimum.From choosing the right words to the
appropriate use of accessible headings,hyperlinks,and tables,this workshop equips writers with the knowledge
and tools they need to create completely accessible content,right from the first draft.
7.Platform:
Maximum of 20 MAU (Monthly Active Users)
50GB of storage (shared across all applications)
CMS:
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Website Theme
Content Management
Site Builder
Google Search (3rd party fees apply)
News & Subscriptions
Events:
2 Calendars
Public Submission with approvals
Event email notifications
Govstack Enterprise Hosting:
-Govstack is hosted in Microsoft Azure with Geographic Zones
-Azure SQL Database
-Disaster Recovery
-High Availability Infrastructure
-Resource scaling
-99.95%Uptime
-Microsoft Defender for Cloud
-Traffic Management and DDoS Protection with Azure Front Door
-GHD issued SSL/TLS certificates Included through Azure Managed Certificates
-All products use GHD managed certificates with 256-bit encryption.GHD does not support customer issued
certificates.
-Hosting Infrastructure Certifications:ISO 27001,SOC 2,SOC 3,HIPAA/HITECH,and PCI-DSS
Standard Support
Named Contacts:Designate 2 members of your team authorized to contact Customer support and log tickets
Access to our online support portal:
~Create and review your tickets
~View ticket priority
~Update ticket notes or status
~Close or re-open resolved tickets
~View tickets for your entire organization
~Portal URL:https://www.govstack.com/learning-centre
Online Resource Centre:Access to product knowledge articles,news,release notes:
https://www.govstack.com/learning-centre/
After Hours Priority Phone Support for Severity 1 & 2 Incidents
8.Integration of customer OpenID Identity provider (IdP),Active Directory (AD)or SAML (Version 2.0)into the
Govstack Platform for authentication purposes.
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Part 5 EXCLUSIONS,ASSUMPTIONS,AND ADDITIONAL TERMS
1.Exclusions
→Content writing,editing,or maintenance by GHD
→Sitemap creation or revisions by GHD unless included in quote
→User set-up and permission configuration by GHD
→Integrations into third-party software not identified in scope→Additional products,modules,or features that are not included in the selected Govstack plan,
or as Add Ons under this quote
→Website clean-up assistance such as adding/editing images, photo galleries, tables, accordions,
and alt text, or fixing broken links, spelling mistakes, or content-related accessibility errors.
2.Assumptions
→Customer will choose from the library of available Govstack themes, and the website will be
delivered with the standard homepage and interior page layout for that theme.
→Customer will use GHD’s Identity Provider for user accounts→Customer will be responsible for ensuring all content is accessible,including uploaded
documents
→Delivery will include no more than 10 meetings between customer and GHD [Standard only]
→Close Out will be within 6 months of Kickoff→If content migration see Schedule A https://www.govstack.com/learning-centre/onboarding/content-migration/
3.Additional terms
Please see quote.
VIII-07aovsTackVXbyGHDDigital
Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35 Digital Solution Agreement 2024
Govstack Terms and Conditions v.5 (3.15.23)Govstack.com
PAYMENT SCHEDULE
1.An invoice will be issued to the Customer by GHD for all Implementation or One-Time fees
30% on signing, 60% CMS Handoff, 10% on Go-Live
2.An invoice will be issued to the Customer by GHD for 1
12weeks following Effective Date of this Agreement.
*DSA does not include applicable taxes.
Year’s Annual fees
CHANGE REQUESTS
The fees quoted are based on GHD executing the services on a specific, mutually agreed upon,
schedule that allows both GHD and Customer reasonable time to perform their tasks. Any deviation
from the scope or schedule could result in corresponding changes to the estimated price, dates,
responsibilities, or other provisions of the project. Changes that have material impact to any of
the foregoing will be accommodated with a Change Order form or a separate Statement of Work
as deemed appropriate by both parties. GHD will make reasonable efforts to mitigate the costs
associated with the change, with Customer bearing only that portion of costs that cannot be mitigated
or otherwise avoided.
GHD’s our attached Terms and Conditions are applicable to this Digital Solutions Agreement and
incorporated herein by reference. The offer to perform the Statement of Work for the fees quoted
shall expire if not accepted and signed by an authorized representative of Customer on Quote Expiry
Date.
IN WITNESS WHEREOF, GHD and Customer have caused this Agreement to be executed by their
authorized representatives as of the date of last signature below (“Effective Date”).
Customer GHD digital
Ali Carden,PMP | A GHD Principal
Vice President & Global Practice Director,
Products and Platforms
Part 7
Part 6
May 29, 2025
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Docusign Envelope ID:C1B1B0C0-8440-4B96-842E-73DC950FDA35 Digital Solution Agreement 2025
Govstack Terms and Conditions v.7 (3.26.25)Govstack.com
1.Products.(a)GHD Digital (hereinafter “GHD”),subject to this Agreement,shall grant
the Customer as identified in the Digital Solutions Agreement (“DSA”) a limited, non-exclusive license to use or access GHD’s digital solutions (hereinafter the “Product(s)”)
which are identified and described by the DSA. The DSA shall be governed by these termsand conditions, any Third Party Terms, and any documents incorporated by reference (the
“Terms”;together withtheDSA,the“Agreement”)“GHD”togetherwithCustomer,shallbe
referred individually asa “Party”and jointly as the “Parties”).(b)Customer acknowledgesGHD may utilize vendors or third parties to process data or provide Third Party Content
or additional functionality to Products. “GHD vendors” as used herein means the thirdpartiescontractedwithGHDtoprovideanyportionoftheProductssubjecttotheseTerms. “Authorized End Users” shall mean Administrative Users and Public Users.
“Administrative Users” shall mean any of Customer’s employees, representatives,consultants,contractors,or agents who are authorized to use the Product and have been
supplieduser identifications and passwords by Customer or onCustomer’sbehalf to useor otherwise access the Products in the manner permitted by this Agreement. “Public Users”shallmean any individuals not affiliatedwith Customer,such as membersof thepublic,authorized by Customer to use or otherwise access the Products in the manner
permittedby thisAgreement.“Third Party Terms”shall mean anytermsandconditionsofthirdpartiesand/or GHD vendors which are applicable to the use or access of theProduct.
2.Proprietary Rights.(a) “IP” means all intellectual property throughout the world,including:copyrights,derivative software and products,graphical user interfaces,
screen layouts, trade secrets, trademarks and service marks (including all goodwill),domain names, social media sites, patents, inventions, modifications, improvements,customizations, bug fixes, upgrades, designs, logos and trade dress, moral rights, publicityrights,and privacy rights. “IntellectualProperty Rights” means all rights in the IP whetherexistingunderstatuteoratcommonlaworequity,now or hereafter recognized and
any applicationor rightto applyfor any of the rights referred tohereinand all renewals,extensions, and restorations of the foregoing. (b) Each Party shall retain ownership oftheir IP and Intellectual Property Rights existing as of the Effective Date, developed or
acquired independently of this Agreement, or created during the term of this Agreement,and nothing in thisAgreement shallassign any ownership thereof to the other Party.(c)Customer retains all ownership of any IP owned by Customer prior to the date of thisAgreement or created by Customer during the term of this Agreement. (d) Customeracknowledgesthat,unless otherwise specifiedin this Agreement ortheProduct,all IPinthe Products other than the IP provided by Customer is the property of GHD and that all,GHD domains,designs,templates,formats,pricing,documentation,manuals,softwarelistings,sourcecode,orobject coderelating totheProductsmayconstitutetrade secret,
proprietary and/or confidential information of GHD. Any IP such as information, text,graphics,data,links,or othermaterialsappearingin the Product(“Third Party Content”)which is not owned by GHD or Client is subject to Third Party Terms. GHD grants toCustomerandAuthorizedEndUsersanonexclusive,non-assignable,nontransferable,non-sublicensable,revocable license to useand access theProducts,pursuant to the terms ofthisAgreementandtheEndUserLicenseAgreement,asapplicable.(e)Unlessauthorizedby this Agreement, Customer shall not (i) license, grant, sell, resell, transfer, assign,distribute or otherwise commercially exploit or make available the Products in any way to
any third party,other than anAuthorized End User;(ii)modify ormakederivativeworksbasedupontheProducts,disassemble,reverse compile,or reverseengineer any part ofthe Products; or (iii) create Internet “links” to the Products or “frame” or “mirror” any part of the
Products, including any content contained in the Products. (f) Customer’s exposure to theProductsmayresultinCustomerdevelopingorsuggestingIPorotherimprovementsor
changes related totheProducts (“Feedback”).Customer grantsto GHD a worldwide,perpetual,irrevocable,royalty-free license to use,distribute,disclose,and make andincorporate into its services any suggestion, enhancement request, recommendation,correction, or other Feedback provided by Customer or Authorized End Users relating to the operation of the Products. (g) With Customer’s prior written consent, GHD may use Customer’s name, logo, and/or trademark in connection with certain promotionalmaterials,includingbrochures,websites,press releases,advertising,andother materials
promoting the Products, which GHD may disseminate to the public. Customer maywithdrawauthorizationforsuchuseatanytimebyprovidingthirty(30)dayswritten noticeas provided in Section 23 below.
3.Data Use.(a) As between the Parties, Customer owns all right, title, and interest,
including all Intellectual Property Rights, in and to Customer Data. “Customer Data” shallmeanCustomerinformation,data,and other content,in any form or medium,that is
submitted,posted,orotherwisetransmitted byor onbehalfofaCustomerorAuthorizedEnd Users. Customer shall be responsible for, and GHD may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and otherinformation furnished by Customer to GHD pursuant to this Agreement. As necessary to provide Product to Customer, Customer grants to GHD a non-exclusive, royaltyfree,perpetual, irrevocable, worldwide license to access, revise, reproduce, distribute, host,store, manage, process, display, and otherwise use Customer Data and perform all actswithrespecttoCustomerData,as necessary to provide theProducts to Customer,prevent
or address Customer’s technical problems with the Products, and meet all other purposesforCustomersetforthherein.GHD shallhave noobligationtovalidateanycontent of theCustomer Data for content, correctness, usability, or for any other purpose. CustomershallcomplywithanyreasonabledemandbyGHDtocorrect,discontinue,orremedy anyviolationofapplicablelawsorregulationspertainingtotheCustomerData.(b)Customeragrees that GHD may use Customer Data to add insight, analytics, and data science totheProductsand/ortoprovideor suggest additional solutions and servicestoCustomer.
(c) Notwithstanding anything to the contrary in this Agreement, Client authorizes GHDto compile Aggregated Data, and such Aggregated Data shall be proprietary to GHD.
“Aggregated Data”means any non-personally identifiable,technical,statistical,oranalyticaldata,includingCustomerData,gathered,orgenerated directlybytheProductor by use of the Product, that GHD collects, gathers, and aggregates periodically as part
ofits ordinary business operations.AggregatedData maybe usedbyGHD foranyreason,including, on a non-attributed basis to monitor and improve its products and services,for benchmarking purposes of providing additional products and services, or to provide
customized services or technologies to its customers. To the extent an assignment ofaggregatedorde-identified Customer Data isneededtopermit GHD to obtainownershipoftheright,title,andinterestin,toor under,anyor alloftheaggregated orde-identifiedCustomerData,Client herebyassigns and transferstheright,title,andinterestin,to,andunder such aggregated and de-identified Customer Data to GHD. (d) Customer agreesCustomerDatastoredbyGHDwillremainwithintheCustomer’scountryoforigin.ThirdPartiesmayProcess(asdefined herein)Customer Data as setforth inthe applicableThirdPartyTerms. To facilitate user login, Customer acknowledges and agrees that limited
encrypted Customer Data consisting of name,username,and/or email address,maybe Processed and stored in Canada, regardless of Customer location. (e) Customer’sbandwidth and disk usage shall be limited to the service levels set forth in the DSA. Any
exceedance of these levelsbyCustomer shall be subjectto additional fees.
4.Data Protection,Privacy,and Cookies.(a)Customer agrees that GHD may storesomeorallCustomerDataonsystemswhichmayrunonathirdpartycloudstorageprovider, including but not limited to Azure Cloud. (b) For purposes of data privacy andprotection laws, GHD is the data processor and Customer is the data controller of
CustomerDataand Authorized End Users’information.Customer represents and warrantsthatithascompliedandwillcomplywithallapplicablelocal,state,national,and foreignlawsrelatedtodataprivacyandthetransmissionoftechnicalorpersonaldata,includingpersonally identifiable information, and has obtained and/or owns all rights, permissions,and consents necessary in the Customer Data and Authorized End Users’ informationnecessary to meet all purposes and relevant obligations set forth herein. Customer isresponsible for providing privacy notices in relation to data privacy and protection lawstoAuthorizedEndUsers.(c)If GHD receives,has possession or custody of,access to,
or control over, any Customer Data which includes Personal Information then GHD willcomplywithallapplicablelawsandregulationsinconnectionwithitsreceipt,use,handling,
Processing, access to and storage of Personal Information. “Personal Information” meansinformation Customer (directly or indirectly, including through another party) shares with,discloses to, allows, or provides access to GHD, that identifies, relates to, describes, is
capable of being associated with, or could reasonably be linked, directly or indirectly, witha particular individual orhousehold, or asPersonal Information may otherwise be defined
by law.“Processed”or “Processing”means anyoperation or setof operationsthatareperformedondataoronsetsofdata,whetherornot byautomatedmeans.(d)TheProductmay include cookies on services and use them to recognize user when returning to the
Product.Authorized EndUsers may set their browserso that it does not accept cookies.Cookies must be enabled on the Authorized End User’s web browser, however, if userwishestoaccesscertainpersonalizedfeaturesoftheProduct.(e)GHD’srelevant policies,whichare herebyincorporated into thisAgreement,arelocated at:
Privacy Policy: https://www.ghd.com/en/privacy-policy.aspxPersonal Information Processing Addendum:
https://www.ghd.com/en/resources/trustcenter/PersonalInformationProcessingAddendum_1_0.pdf
(f)Customershall be responsibletocomply with allapplicable laws in regardtoinformationcollectedbyCustomerfromAuthorizedEndUsersthroughtheuseofaCustomercreatedform within the Product.
5.Data Retention. (a) The Products are not intended to be a data retention tool.Customershall be responsible for compliancewithany applicabledata retention laws andshallmaintainindependentarchivesofdatawhichis required to be retainedby such laws.(b) During the term of this Agreement, GHD shall retain Customer Data within the Productforaminimumofone(1)year,exceptfor CustomerData intheEvents module,whichshallbe retained for a minimum of three (3) years. Following the expiration or termination of this
Agreement,GHD shall not be required retainCustomerData andGHDshall remove suchCustomerDatafromGHDsystemswithinareasonableperiodoftime.Priortotheremovalof Customer Data from GHD systems, Customer may, for an agreed upon fee, elect to
download such Customer Data inamutually agreed format orextendthedata retention.Notwithstanding the foregoing,data retention shall beextended as required by applicablelaws. (c) A data destruction certificate certifying Customer Data (not including AggregatedStatistics)hasbeendestroyed from GHDhardwareand software shall beprovided at theCustomer’s written request at a cost of five hundred ($500) dollars, in the currency setforth in the DSA. (d) GHD maintains a daily backup of its systems for thirty (30) days. Incertain circumstances, it may be possible to restore data that has been inadvertentlydeletedbyCustomer.A requestto restoredata can be made to Customer support.Fees
may be applied to restore deleted content.(e)ProvidedGHD retains CustomerData forthe agreed upon duration, GHD shall have no liability arising from a failure to maintainCustomerData.
6.Data Security.GHD willmaintainindustry standard administrative,technical,andphysicalsafeguards,including but not limited to PCI DSS and ISO 27001 compliance,toprotectthesecurityandprivacyofCustomerData,in use,in transit,and atrest.These
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safeguards include, but are not limited to, implementation of adequate privacy andsecuritypoliciesanddatabreachresponseplansthatcomplywithindustrystandardsandthe requirements of applicable laws and the regulatory agencies responsible for enforcingthem. If either Party becomes aware of any unauthorized access to or breach of theProducts which includes Customer Data (“Security Incident”), such Party will promptly
notify the other inwriting of the SecurityIncidentand include the following information:(i) the nature of the Personal Information compromised and how the Security Incidentoccurred;(ii)thetimingofthe SecurityIncident;(iii)the steps taken by the impacted PartytoresolvetheSecurityIncident;and (iv)the measures to be undertaken and implementedto prevent a reoccurrence of the Security Incident. In the event of a Security Incident,GHD reserves the right to shut down the Product(s) to protect the Parties with reasonablenoticetoCustomerandwithnoliabilitytoGHDfortheseorotherremedialactions.
7.Term andPayment.(a) The term of the license granted to Customer shall be set forth in the DSA and shall continue until the Agreement is terminated or expires pursuant to
Section 15.Unlessotherwiseprovided for in the DSA,uponexpiration of the initial term,the term will continue with automatic renewals for additional one (1)yearterms,unlesswrittennoticeofcancellationisdeliveredbyonePartytotheotherthirty(30)days priortotheexpirationdate.GHDreservestherightto updatetheseTermsattheexpiration ofeachterm.(b)Beginning on the first-year anniversary of the Effective Dateand on each
succeeding anniversary of theEffectiveDate during the term of this agreement,and foreach renewal term, GHD shall be entitled to include a price increase of 5% to align withinflation as described in the Consumer Price Index in Canada (https://www.statcan.gc.ca/en/start)andtheFederal Bureau of Labor Statisticsin theUS (https://www.bls.gov/).GHDwillprovidereasonablenoticetoCustomerofpriceincreasesandanyupdateintheTerms.Continued use the Product beyond the expiration date shall be considered acceptanceof the Terms. (c) GHD shall invoice Customer on a periodic basis for the applicable feesassetforthintheDSA.Customer agreesto pay such invoices within thirty (30)calendar
days after the date of the applicable invoice. Unpaid invoices will be subject to a charge ofone(1.0%)percentper month onany outstanding balance.(d)GHDshall provideCustomerwithnoticeoftheunpaidinvoicesandifpaymenthasnotbeenmadebyCustomerwithin
thirty (30) days of such notice, GHD reserves the right without liability to suspend theProducts or Customer’s access to the Products. (e) In addition to the rates or charges for the Products specified in the DSA, Customer shall pay all local, federal, and state/provincial sales tax, goods and services tax, value added tax, and other taxes applicable tothe provision of the Products.
8.Customer Responsibilities.(a)Customershall licenseall third party softwareandobtainallhardware,at Customer’s sole expense,that may be needed for Customer tooperate the Products. (b) Customer shall abide by all laws, regulations, and ordinancesapplicabletotheuseoftheProduct,andthetermsofthisAgreement.Customerassumesresponsibility for all acts or omissions of its Authorized End Users and agrees to indemnifyandholdGHDharmlessfromanyclaimhowsoeverarisingfromtheactsoromissionsofitsAuthorizedEndUsers.(c)Customershall comply with any demandbyGHDto correct,discontinue, or remedy any violation of applicable laws, or regulations, pertaining toCustomer Data or any other content collected or used by the Products. (d) Customer may subscribe and consent to receive outage notifications, release notes, and/or othermarketingmaterialfromGHD.Failure to subscribe may resultin Customer not receivinginformation relevant to their use of the Product. (e) Unless the Customer utilizes Single
Sign On (“SSO”)where Customer manages their own active directory,Customer willpromptlyprovidetoGHDalistofnamesandotherrequestedinformationtoregistereach Administrative User to use the Products and shall notify GHD in writing as to anychangesincludingterminationoftheAdministrativeUsers.Each Administrative Userwill
have a unique User ID for his or her access to the Products which cannot be shared nortransferred. Customer will adopt and maintain such security precautions for User IDs to prevent their disclosure to and use by unauthorized persons and will promptly take steps to remove access for such unauthorized persons and notify GHD if the security orintegrityofaUserIDorpasswordhasbeencompromised.The numberofAdministrativeUsers licensed shall be as set forth in the DSA. Customer may permanently reassign anAdministrative User license from one individual to another individual by (1) notifying GHDof the Administrative User whose use of the Products is being terminated and (2) the
individual to whom the Administrative User license will be reassigned. Each additionalAdministrative User may require an additional fee, the amount for which is specified inthe DSA. (f) Customer is responsible for all content sent via notification tool, to ensure
notifications sent follow anti-spam legislation and will manage subscribers within locallaws. Mass notification functionality will only perform up to the levels noted in section 12.Service Levels.(g)Projectkick offmeeting must occur withinthefirst3 months followingthe Effective Date. Project timeline will be provided during Project Kick off meeting. AdelayisdefinedasanyinstancewheretheCustomer’s inaction ordelayin meeting agreed
deadlines extends any project milestone timeline by more than 15 days beyond theplanned schedule. For Customer caused delays, there will be a restart fee representing30%of implementation fees.In the event that the projecttimeline is interrupted dueto
Customer delay,GHDwillprovide anadjusted projectschedule followingpayment of theRestartFee.Following payment of the Restart Fee,GHD will take commerciallyreasonableefforttorealignresources,timelines,andpriorities.GHD will make all reasonable efforts toadhere to the timeline and deliverables agreed upon during the kickoff meeting, providedthattheCustomerfulfillstheirobligationsasstipulatedintheseTerms.GHD shall not beliableforanyprojectdelaysormisseddeadlinesresultingfromClient’s failuretoadhere totheagreedtimeline,nor shall suchdelaysconstitute a breachof theseTerms byCompany.
9.Change Order.Customer may requesta modification to the DSA by written requestto GHD. The requested changes will become effective only when a change order which
describes the scope of the changes, the timing for the performance of any Services,and any fees resulting from the changes is executed by authorized representatives of both
parties(“ChangeOrder”).Upon execution,aChangeOrderwillbecomepartof thisAgreement.
10.Customizations &Integrations are definedas the process ofcreating softwareapplications,integratingthird-party systems,Website custom themedesign,implementingcustom modifications to Products, or extending Products to meet a specific Customer’srequirements. A one-time professional service fee for this work will be outlined in theDSA. The annual fee includes licensing and hosting only, maintenance and upgrades will be billed onatime-andmaterialsbasisand quotedusingcommerciallyreasonableefforts.
(i)GHD may provide services or Product customization (“Deliverables”)as set forth in
the DSA.(ii) If the DSA provides Deliverables for evaluationor test purposes (e.g., demo,test.ortrial-versions), the Customer’s use such version is limited to (a) internal evaluation or testpurposes by Customer and, (b) the time period specified by GHD during implementation
planning (“User AcceptanceTesting”or “UAT”).UATplanswill include tests of all majorfunctions,processes,and interfacing systems.Use of the Deliverables under thissection may be subject to functional restrictions, and any use is at the Customer’s ownrisk.GHD disclaims all liability arisingfromuse of the Deliverablesduring UAT.(c)Unlessotherwise specified, Customer shall inspect Deliverables and conduct an acceptance
during the Acceptance Period defined by GHD (“Acceptance Period”).Customer shallreviewandinspecttheDeliverablesandshalleither(i)Providewritten acceptance,or (ii)NotifyGHD of anynon-conformities(“Deficiencies”).GHD will respondwithin thirty (30)business days and extend the Acceptance Period if necessary. Failure to provide noticeofacceptanceorrejectionconstitutesacceptancebyCustomer.Upon acceptance,GHD will issue aninvoice will be issued for anyannual or unpaid one-timeimplementationfees specified in the DSA. In the event the Customer finds the Deliverables do notconform to the DSA, within ninety (90) business days following acceptance, GHD will take
commercially reasonable steps to remedy the Deliverables.Beyond this period,anyfurtherremediationwillbebilledonatime-and-materialbasis via aChange Order.SupportrequestscanbesubmittedthroughyourGHDcontactorourSupportteam.Our Supportteam cannot provide support under our Product SLA for Customizations and Integrations,including but not limited to change of specifications, endpoints, security requirements,accessibility requirements, software deprecation, changes to third-party environments.GHD shall retain all IP and Intellectual Property Rights created by GHD under thisCustomization&Integration provision.Limitation of Use:i)AnyUAT,testenvironments or
assets will not be used for Productive Use.“Productive Use”means an environment used
for Customer’s business purposes rather than testing.All major upgrades,modifications,andnew systemsmustbe tested by the appropriate usersprior to productiondeployment(“Production”).ii)for Function Triggers:up to100,000 request per calendarmonth per
application,not to exceed 200,000 requests across all applications per calendar month,iii) API (Application Programing Interface) Calls: up to 250,000 calls per calendar monthper application, not to exceed 500,000 API calls across all applications per calendar
month,iv)forWebRequests:upto500,000percalendar month per application,1,000,000webrequestsacrossallapplicationspercalendarmonth,v)Application:Limited to 10
applications per customer. “Application” is defined as code required to execute to fulfillto deliver the solution, where a Customer may have multiple applications to provide the Deliverable. It’s estimated that each customer will average 2 applications. “Function Trigger”is defined as application code that executes in GHD’s environment to complete
processing as part of an Application.“API Calls”are defined as requests made to anApplicationProgrammingInterfacetoretrievedataorinitiateaFunctionTriggertorun.“Web Request” is defined as a request to retrieve a static resource including but not limited toJavaScriptfiles,Cascading Style Sheets (CSS)files,images and documents.Rights intheDeliverablescreatedbyGHDunderthisProductCustomizationprovision.
11.Equipment.GHD will not furnish equipment or materials necessary for the Productto Customer and its Authorized End Users, except as expressly provided in the DSA
(“Equipment”). If Equipment is provided to Customer by GHD, all Equipment is the sole andexclusivepropertyofGHD.Customer agrees to promptly deliver Equipment,at Customer’scostandriskofloss,toGHD atthe end of thelicenseterm or earlier,asrequested by GHD.
12.End User Terms. The Customer shall provide a set of terms and conditions applicable toallAuthorizedEndUsersandremainresponsibleforitscontents(often referredtoasanEndUserLicenseAgreementorTermsofService/Use,herein referenced as the “EULA”),which shall be incorporated by GHD into the Product. GHD is not liable for the contents
ofthe Customer’s EULA.However,Customer isrequiredtoincludein theEULAprovisionswhichlimitrisktoCustomerandGHD,and whicharelocatedat:https://www.ghd.com/en/resources/trustcenter/End_User_Licensing_Agreement_Provisions_1_0.pdf andor available upon request (the “Mandatory Provisions”). Failure to include the MandatoryProvisions in the EULA, or mutually agreement provisions which meet the same intent,is deemed material breach of this Agreement.Customer agreesGHD is harmless for anyliabilityarisingunderorinconnectionwiththeEULA,including but not limited to,failure toinclude the Mandatory Provisions.
13.ThirdParty IntegrationsFees.Productmaybeusedby Customer in conjunctionwithoneormorethirdpartyservices.Customer’s use of third-party services in conjunctionwith the Product may be subject to separate fees and Third Party Terms. The functionality
of third party integrations may be limited by the availability of data sources from thirdpartiesandaccesstodatasourcesfromthethirdparty’s vendors.Intheevent CustomerrequeststhirdpartyservicesbeintegratedintotheProduct,the Services required willbeaddressedthroughaChangeOrder,whichwillbesubjecttoathird partyintegrationfee.
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14.Default.Customer shall be in “Default”if (i)Customer or its Authorized End UserbreachesanyofthetermsofthisAgreement,(ii)GHD has reasonable grounds to believethat Customer or an Authorized End User is in breach of this Agreement, or (iii) there istheinstitutionbyoragainstCustomerofinsolvency,receivership,bankruptcy proceedingsor upon Customer ceasing to do business. If GHD reasonably believes Customer to be in
Default, GHD shall provide Customer with notice of the nature of such Default. If theDefault has not be cured by Customer within thirty (30) days of such notice, GHD shallhavetheright,at itssole discretionandwithoutnotice,totake such remedial actions as it
deems appropriate, including without limitation: (i) suspending or terminating Customer’slicense to access the Products without liability for any losses or damages arising out ofor in connection with such suspension or termination; (ii) restricting, downgrading,suspending,or terminating thesubscriptionof,access to,or current orfuture useof theProducts; (iii) removing any Customer Data that Customer or its Authorized End User has submitted, posted, or displayed; (iv) imposing other restrictions on Customer’s use ofanyfeaturesorfunctionsoftheProductsasGHDmayconsiderappropriateinitssolediscretion;and (v)anyothercorrectiveactions orpenaltiesthat may beavailableto GHD
inlaw,equity,orcontract.GHD shall bein Defaultif (i)GHD breaches any of the termsofthisAgreement,or (ii)insolvency,receivership,bankruptcyproceedings initiatedby GHDor upon GHD ceasing to do business. If GHD is in Default, Customer shall provide GHD
with notice of the nature ofsuch Default.If aDefault,otherthan abreach of the WarrantyobligationsinSection16oftheseTerms,has not becured by GHD withinthirty(30)days ofsuchnotice,Customershallhave theright to terminate Customer’s licenseto access theProductswithoutfurtherliabilityforpayment,providedallamounts dueGHDpriortotheDefaulthavebeenpaid.If a Default is abreach of the Warranty obligations inSection16 oftheseTermsandsuchDefaulthasnotbeencuredbyGHDwithinonehundredtwentydays(120) days of such notice, Customer shall have the right to suspend payment due GHDuntilsuchDefaultiscured.If GHD is unable orunwillingtocure the Default,GHDshallbeentitledtoterminatethisAgreement.
15.Terminationand Suspension.Theprovision of the Products shall expire as setforthintheDSA.Customer mayterminatethisAgreementduring the term of the license as set forth in the DSA by providing thirty (30) days’ written notice delivered to GHD.Upon termination by Customer, if there is no Default by GHD, GHD shall be paid for services rendered until the effective date of termination. Upon termination by Customer, annual fees paid in advance to GHD will not be refunded. Upon expiration or earlier termination of this Agreement,Customer shallimmediatelydiscontinueuseoftheProduct.Customer shall have no right to a refund of any previously paid fees. Any suspension of access to the Products resulting from a
Default shall not constitute a termination of the Agreement. Customer’s access to the Products shall resume upon Customer no longer beingin Default,anduponpaymentbyCustomeranycostsdirectlyrelatedtotherestorationofaccesstotheProducts.GHDshall
have the right to terminate this agreement as set forth in other provisions of thisAgreement.
16.Warranty.(a)GHD warrants the functionality of the Productas set forthin the SLAand that the Product will meet applicable accessibility laws in place during the term ofthisAgreement,except that GHD has no responsibilitytomonitoror correct any contentprovided, generated, or uploaded by Customer. (b) Customer understands that theProduct, or some features thereof, may be temporarily or permanently discontinued,changed, upgraded, improved, or limited, with reasonable notification to Customer. If,
as a result of these changes, the Product is no longer supported by GHD, its vendors, orthirdparties,GHD shall havetheright to terminatepotions of,or the entireAgreement.(c)Customer acknowledges thatuse of the Productsis at Customer’s own risk,exceptasotherwiseprovidedherein.GHD isnot responsiblefor protectionor privacy of informationtransferred through the Internet or any other network Customer may utilize. Sensitive
data may be protected with the use of encryption that does not violate any governinglaws or regulations. Customer acknowledges that GHD has no control over and acceptsnoresponsibilityforCustomerDatahostedbyCustomer.(D)EXCEPT AS EXPRESSLY
SET OUT IN SECTION 16(a), THE PRODUCTS ARE PROVIDED “AS IS” AND WITHOUTWARRANTIES, GUARANTIES, OR REPRESENTATIONS OF ANY KIND, EXPRESSED ORIMPLIED, AT COMMON LAW, BY COURSE OF CONDUCT OR USAGE IN THE TRADE,INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ACCURACY,COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR USE ORPERFORMANCE.GHD DOES NOT WARRANT THAT THE PRODUCTS WILL MEET ALLOF CUSTOMER’S REQUIREMENTS OR THAT IT WILL OPERATE IN ALL COMBINATIONSWHICH MAY BE SELECTED FOR USE BY CUSTOMER OR THAT THE OPERATION OF THE
PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ANY DEFECTS INTHE PRODUCTS WILL BE CORRECTED OR THAT ANY DATA IS COMPLETE OR WHOLLYACCURATE, OR THAT THE PRODUCTS WILL FUNCTION WITHOUT FAILURE OR
INTERRUPTION. (E) UPON CUSTOMER NOTIFYING GHD OF ANY ERRORS, BUGS, OROTHER PROBLEMS IN THE PRODUCTS, GHD’S SOLE AND EXCLUSIVE RESPONSIBILITY WILLBETOPROVIDECOMMERCIALLYREASONABLEEFFORTSTOCORRECTSUCHPROBLEMS TO THE EXTENT COMMERICALLY FEASIBLE. (e) The Products may contain
Third PartyContent.Customer acknowledges andagrees that GHD is not responsible orliable for: (i) the availability or accuracy of such Third Party Content. Links to or use ofThirdPartyContentdoesnotimplyanyendorsementbyGHDoftheThirdPartyContent.Customer hasthesole responsibilityfor andassumes all risk arisingfrom Customer’s useofanysuchThirdPartyContent.Customerfurtheracknowledges that Customer’s use ofThirdPartyContentwillbesubjecttotheThirdPartyTermsapplicabletosuchcontent.
17.Indemnification. (a) GHD agrees to indemnify and hold harmless Customer from andagainstlosses,damages,liabilities,andexpenses (includingreasonable legal fees,courtcosts,and costs of investigation)to the extent they are caused bythe gross negligence
or willful misconduct of GHD or based on a claim that the Products infringe on anypatent,copyright,trademark,or other intellectual propertyrightofa third party;providedhowever, that GHD shall have no liability or obligation if the claim arises from (i) anyalterationormodificationtotheProductsbyCustomeroranythirdpartynotspecificallyauthorizedbyGHD,(ii)any combination of theProducts by Customerwith other programs
ordata not furnished by GHD;or (iii)anyuse oftheProducts by Customer or its AuthorizedEndUsersthatisprohibitedbytheEULAorisotherwiseoutsidethepermitteduseforwhich the Products are intended. (b) Notwithstanding anything to the contrary contained
or implied herein, the GHD Indemnitees (defined below) shall have no liability for anydamages, whatsoever relating to the tools, third party software, third party products,or any products or services not developed or provided by GHD. (c) Customer agrees toindemnifyandholdharmlessGHD,its parents,subsidiaries,affiliates,officers,directors,employees,agents,vendors,subcontractors,andany successors or assigns (together the
“GHD Indemnitees”)from and against any andall losses,damages,liabilities,and expenses(including reasonable legal fees,court costs,and costs of investigation)to the extentcaused by (i) any negligence or willful misconduct of Customer, (ii) Customer Data andCustomermaterialinfringementofanythirdpartyrights,or (ii)any breachby Customer ofthe terms of this Agreement.
18.Limitation of Liability.(a)TO THE MAXIMUM EXTENT PERMITTED BY LAW,FORANYDAMAGECAUSEDBYNEGLIGENCE,INCLUDING ERRORS,OMISSIONS,OROTHER ACTS;OR FOR ANY DAMAGES BASED IN CONTRACT; OR FOR ANY OTHERCAUSE OF ACTION OR THEORY OF LIABILITY; THE GHD INDEMNITEES’ LIABILITYSHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO GHD DURING THE TERM OF THIS AGREEMENT. (b) EXCEPT AS EXPRESSLY SET OUT HEREIN, THE
GHD INDEMNITEES SHALL NOT BE LIABLE TO CUSTOMER, TO ANYONE CLAIMING BY,THROUGH OR UNDER CUSTOMER,OR TO ANY THIRD PARTY FOR ANY LIABILITY,EXPENSE,INJURY,CLAIM,PENALTY,FINE,INTEREST,OR CAUSE OF ACTIONWHATSOEVER OR HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, ANYLOSS OR DAMAGE, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,PUNITIVE, OR EXEMPLARY, OR FOR LOSS OF PROFIT OR REVENUES, BUSINESSINTERRUPTION, CONTRACT, GOODWILL, OR OTHER BUSINESS OR ECONOMIC LOSS,OR FOR LOST OR DAMAGED DATA, THE AVAILABILITY OF DATA, OR DAMAGE TO
NETWORK, COMPUTER, SERVER, OR THE PRODUCTS.
19.Dispute Resolution. Both Parties agree in good faith to attempt to resolve amicably,without litigation,any dispute arising out of or relating to this Agreement provided
hereunder.In the event the dispute is not resolved through negotiation,the matter maybesubmittedtothejudicialsystemsetforthinSection20.
20.Choice of Law. If Customer resides in the United States,the laws of the State
of Minnesota shall govern this Agreement,without reference to conflicts of law rulesor principles. If Customer reside in Canada the laws of the Province of Ontario and the
laws of Canada applicable therein shall govern this Agreement. Both GHD and Customer specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement. Customer shall bring any action, suit, or other legal proceeding to enforce, directly or indirectly, this Agreement or any right based upon it exclusively in such courts.
21.Contracting Entity.The term GHDDigital usedherein is a marketingnamefor theentitieslicensingtheProduct.For Customerslocated in the United States of America,theProduct is licensed from GHD Services Inc, a Delaware corporation with offices at 2055NiagaraFallsBlvd.,Niagara Falls,NY 14304,USA.For Customers located in the Canada,theProduct is licensed from GHD Digital (Canada) Limited, formerly eSolutions Group Limited,anOntario corporationwithofficesat455PhillipSt.,Waterloo,ON,N2L 3X2,CA.
22.Force Majeure. GHD and Customer will not be liable for any delay or failure to perform any obligation underthis Agreementwherethedelayor failureresultsfromanyunforeseenorunavoidablecausereasonablybeyondtheaffectedParty’s control(“ForceMajeure”).Force Majeuremayinclude,but is not limited to naturalevents,pandemic,labor,or civil disruption, governmental or legislative actions, or orders of any court or agency having jurisdiction of the Party’s actions.
23.Notice.Notices pertaining to this Agreement shall be in writing and deemed to havebeen duly given if delivered by email to the respective Party’s contact identified in theAgreement,or at such otheraddressas maybe changed by eitherPartybygivingwritten
notice thereof to the other. All notices to GHD pertaining to this Agreement shall bedeliveredtodigital-legal@ghd.com.
24.Insurance.GHDagrees to carrythroughout the Term of this Agreement insurancecoverageappropriatetoitsProductsandServices.The certificates of insurance,incorporatedherein by reference,confirmGHD’s policydetails forits commercial generalliability, technology professional liability, and cyber liability insurance in effect at the
EffectiveDate.Upon Customer’s request,GHDwill providecertificates of insurance statingCustomer as a certificate holder.
25.Service Levels. The Product will meet or exceed the minimum service levelstandardssetoutintheServiceLevelAgreement(“SLA”),subject to changewithout notice, published at https://www.ghd.com/en/resources/trustcenter/ServiceLevelAgreement_1_0.pdfandincorporated into thisAgreement.
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26.[RESERVED]
27.General.(a)Third Party beneficiaries.ThisAgreement doesnotandis not intendedtoconferanyrightsorremediesuponanypersonotherthantheParties.(b)Waiver.NofailureordelaybyeitherPartyinexercisinganyright,power or privilege hereunder willoperateasawaiverthereof,nor will anysingle or partial exercise of anysuch right,power,
or privilege preclude any other or further exercise thereof. (c) Successors and Assignment.Neither Party may assign, sublet, or transfer any rights under or interest (including, butwithoutlimitation,monies that are due or maybecomedue)in this Agreementwithoutthewrittenconsentof the other Party.The obligations of the Parties under thisAgreementwillnotterminateuponanyattemptedassignmentthatviolatesthisAgreement.Any assignment or attempted assignment violating this Agreement is void. (d) Severability and Survival.The Parties agree that,in the event one or more of theprovisionsoraportionthereofofthisAgreementshouldbedeclaredvoidor
unenforceable,the remaining provisionsshall not be affected and shall continue in fullforceandeffect.The Parties also agree that the obligations and representations, indemnifications, or limitations of liability contained within this Agreement shall survive the
termination ofthisAgreement.(e)Authority.Customer represents andwarrantsthat theindividualacceptingthisAgreementisdoingsowithfullandcompleteauthoritytobindCustomeronwhosebehalftheyareactingtoeverytermof this Agreement. Acceptance of this Agreement signifies that Customer has read and agrees with all terms andconditionsreferencedinthisAgreement.(f)Entire Agreement.The DSA,these Terms,and any documents referenced in either document constitute the complete and finalagreementbetweenGHDandCustomerregardingthesubjectmatterhereof. This Agreement supersedes all prior or contemporaneous communications,representations,
undertakings,or understandings of the Parties,whetheroralor written,relating to theDSAortheProducts.Modificationsof thisAgreementshallnotbe binding unlessmadeinwritingandsignedbyanauthorizedrepresentativeofeachParty.
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